10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

(Mark one)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

GOLD CREST MINES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52392	82-0290112
(State or other jurisdiction of incorporation or organization)	Commission file number	(IRS Employer Identification Number)

724 E Metler Lane  Spokane, WA	99218
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (509) 893-0171

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 xNO  ¨

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 (§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  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	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 ¨  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:  

At May 13, 2013, 89,305,828 shares of the registrant’s common stock were outstanding.

1

GOLD CREST MINES, INC.

FORM 10-Q

For the Quarter Ended March 31, 2013

TABLE OF CONTENTS

			Page #
PART I - Financial Information
	Item 1	Financial Statements (Unaudited)	3
		Consolidated Balance Sheets	3
		Consolidated Statements of Operations	4
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	6
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
	Item 4	Controls and Procedures	13
PART II - Other Information
	Item 5	Other Information	13
	Item 6	Exhibits	14
Signatures			15

2

GOLD CREST MINES, INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Balance Sheets
						March 31,		December 31,
						2013		2012
						(unaudited)
ASSETS
	CURRENT ASSETS
		Cash and cash equivalents			$	20,711	$	1,552
				Total Current Assets		20,711		1,552
	Equipment, net of accumulated depreciation
		of $3,413 and $3,413, respectively				-		-
	Mineral properties					11,373		11,373
		TOTAL ASSETS			$	32,084	$	12,925
LIABILITIES AND STOCKHOLDERS' DEFICIT
	CURRENT LIABILITIES
		Accounts payable			$	26,994	$	26,713
		Accrued liabilities				54,902		47,366
		Loan from Afranex (Note 4)				65,213		25,213
				Total Current Liabilities		147,109		99,292
		Total Liabilities				147,109		99,292
	Commitments and contingencies (Note 6)
	STOCKHOLDERS' DEFICIT
		Preferred stock; no par value; 10,000,000 shares
			authorized, none issued or outstanding			-		-
		Common stock; $0.001 par value; 500,000,000 shares
			authorized; 89,305,828 and 89,205,828 shares issued
			and outstanding, respectively			89,306		89,206
		Additional paid-in capital				9,428,203		9,426,503
		Accumulated deficit during exploration stage				(9,632,534)		(9,602,076)
				Total Stockholders' Deficit		(115,025)		(86,367)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	32,084	$	12,925
	The accompanying notes are an integral part of these consolidated financial statements.

3

GOLD CREST MINES, INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Operations
(Unaudited)
			Three Months Ended				From Inception
			March 31,		March 31,		January 11, 2005 to
			2013		2012		March 31, 2013
REVENUES		$	-	$	-	$	-
OPERATING EXPENSES:
	Exploration expenditures		-		-		4,352,387
	Settlement of drilling contract		-		-		161,813
	Abandonment of mineral lease		-		-		83,600
	Gain on sale of mineral lease		-		-		(16,875)
	Mineral lease option income		-		-		(30,000)
	Impairment of mineral properties and
	royalty interest		-		-		616,875
	Impairment of investment in Golden Lynx LLC		-		-		43,202
	Loss on disposal of equipment		-		-		16,738
	Legal and accounting expenses		11,267		29,244		627,847
	Directors' fees		-		-		846,000
	General and administrative		19,191		16,355		3,154,747
	TOTAL OPERATING EXPENSES		30,458		45,599		9,856,334
LOSS FROM OPERATIONS			(30,458)		(45,599)		(9,856,334)
OTHER INCOME (EXPENSE):
	Interest income		-		-		79,182
	Gain realized from advances from Gold Crown		-		-		117,659
	Interest expense		-		-		(22,560)
	Gain on settlement of accounts payable		-		-		49,519
	TOTAL OTHER INCOME (EXPENSE)		-		-		223,800
LOSS BEFORE INCOME TAXES			(30,458)		(45,599)		(9,632,534)
INCOME TAXES			-		-		-
NET LOSS		$	(30,458)	$	(45,599)	$	(9,632,534)
NET LOSS PER COMMON SHARE - BASIC
	AND DILUTED	$	Nil	$	Nil
WEIGHTED AVERAGE NUMBER
	OF SHARES OUTSTANDING
	BASIC AND DILUTED		89,236,939		89,205,828
	The accompanying notes are an integral part of these consolidated financial statements.

4

GOLD CREST MINES, INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
				Three Months		Three Months		From Inception
				Ended		Ended		January 11, 2005 to
				March 31, 2013		March 31, 2012		March 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss		$	(30,458)	$	(45,599)	$	(9,632,534)
	Adjustments to reconcile net loss to net cash used
	by operating activities:
		Depreciation		-		159		53,193
		Common stock and options issued for services		-		-		1,368,976
		Equity compensation for management and directors		1,800		-		1,218,041
		Interest paid with common shares		-		-		12,500
		Settlement of drilling contract		-		-		161,813
		Gain recognized on equipment exchanged in settlement
		of accounts payable		-		-		(3,421)
		Loss (gain) on disposal of equipment		-		-		16,738
		Abandonment of mineral lease		-		-		83,600
		Impairment of mineral properties and royalty interest		-		-		616,875
		Gain realized from advances from Gold Crown		-		-		(117,659)
		Impairment of investment in Golden Lynx LLC		-		-		43,202
		Gain on sale of mineral properties		-		-		(16,875)
		Gain on settlement of accounts payable		-		-		(49,519)
	Changes in operating assets and liabilities:
		Interest receivable		-		-		(6,266)
		Prepaid expenses and deposits		-		-		57,999
		Miscellaneous receivable		-		-		3,000
		Accounts payable and accrued liabilities		7,817		21,789		136,031
		Advances from Gold Crown		-		-		117,659
		Net cash used by operating activities		(20,841)		(23,651)		(5,936,647)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash received in reverse merger			-		-		7,456
	Note receivable issued			-		-		(200,000)
	Purchase of royalty interest in mineral property			-		-		(400,000)
	Purchase of mineral properties			-		-		(388,175)
	Proceeds from the sale of equipment			-		-		22,979
	Proceeds from the sale of mineral properties			-		-		50,000
	Purchase of equipment			-		-		(134,971)
		Net cash used by investing activities		-		-		(1,042,711)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings under line of credit			-		-		250,000
	Payments on line of credit			-		-		(250,000)
	Proceeds from the issuance of stock on the exercise of warrants			-		-		201,300
	Sale of common stock, net of issuance costs			-		-		6,708,343
	Loan from Afranex (Note 4)			40,000		-		90,426
		Net cash provided by financing activities		40,000		-		7,000,069
	Net change in cash and cash equivalents			19,159		(23,651)		20,711
	Cash and cash equivalents, beginning of period			1,552		24,167		-
	Cash and cash equivalents, end of period		$	20,711	$	516	$	20,711
NON-CASH INVESTING AND FINANCING ACTIVITIES
	Land contributed in exchange for investment in Golden Lynx LLC		$	-	$	-	$	54,575
	Land held in Golden Lynx LLC returned as mineral properties			-		-		11,373
	Note receivable forgiven in connection with settlement agreement			-		-		120,000
	Equipment relinquished in connection with settlement agreement			-		-		12,654
	Equipment exchanged for settlement of accounts payable			-		-		29,828
		The accompanying notes are an integral part of these consolidated financial statements.

5

Gold Crest Mines, Inc.

(An Exploration Stage Company)

Notes to Unaudited Consolidated Financial Statements

NOTE 1.  Basis of Presentation

Gold Crest Mines, Inc. and its subsidiaries (“Gold Crest” and “the Company”) is a Nevada corporation originally incorporated on August 20, 1968, as Silver Crest Mines, Inc., an Idaho corporation.

On August 1, 2006, Gold Crest acquired 100% of the issued and outstanding shares of Niagara Mining and Development Co., (“Niagara”), an Idaho corporation formed on January 11, 2005, and its wholly-owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), an Alaskan corporation formed on July 28, 2006. Gold Crest’s sole asset on the merger date was cash of $7,456, which was accounted for as being acquired by Niagara in exchange for 14,600,100 common shares of Niagara. Niagara’s sole asset on the merger date was cash of $150,000 and its wholly owned subsidiary Kisa. Neither company had liabilities on the date of the merger. This transaction has been treated as a reverse merger, effectively as if Niagara had issued shares for consideration equal to the net monetary assets of Gold Crest. Under reverse acquisition accounting, the consolidated financial statements of the entity are considered a continuation of the financial statements of Niagara, the accounting acquirer. On June 20, 2008, 100% of the issued and outstanding shares of Kisa were transferred from Niagara to the Company.

The Company is in the business of exploration, development, and if warranted the mining of properties containing valuable mineral deposits. The focus of the Company’s exploration programs is directed at precious metals, primarily gold.

The interim Consolidated Financial Statements of the Company and its subsidiaries are unaudited.  In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included.  All such adjustments are, in the opinion of management, of a normal recurring nature.  The results reported in these interim Consolidated Financial Statements are not necessarily indicative of the results that may be reported for the entire year and that the results at March 31, 2013 may not be indicative of December 31, 2013.  These interim Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2012.

NOTE 2.  Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Consolidation of Subsidiaries

The consolidated financial statements include the Company’s accounts and the accounts of wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Highly liquid short-term investments with a remaining maturity when purchased of three months or less are classified as cash equivalents. The Company deposits its cash and cash equivalents in high quality financial institutions.

Fair Values of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents approximated their fair values as of March 31, 2013 and December 31, 2012.

6

Fair Value Accounting

Accounting guidance has established a hierarchy of assets that are measured at fair value on a recurring basis. The three levels included in the hierarchy are:

·

Level 1: quoted prices in active markets for identical assets or liabilities

·

Level 2: significant other observable inputs

·

Level 3: significant unobservable inputs

At March 31, 2013 and December 31, 2012, the Company has no assets or liabilities that are recorded at fair value on a recurring basis.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net income (loss) per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive. At March 31, 2013 and December 31, 2012, there were zero common stock equivalents exercisable.

NOTE 3. Going Concern

As shown in the accompanying financial statements, the Company has had no revenues and incurred an accumulated deficit of $9,632,534 through March 31, 2013. Another factor is that the Company has a negative current ratio of 0.14: 1 at March 31, 2013. The current ratio is a measurement of the degree to which current assets cover current liabilities (current assets/ current liabilities). A high ratio indicates a good probability the enterprise can retire current debts. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings and joint venture agreements that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Should the Company be unable to raise capital through future private placements, its business, and, as a result, its financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.

The Company believes it will only need an estimated $150,000 to $200,000 to continue operations through the next twelve months. The timing and amount of capital requirements will depend on a number of factors, including the Company’s ability to successfully maintain a joint venture on our Alaska properties and the Company’s future personnel requirements.

NOTE 4.  Mineral Properties

In Alaska, the Company’s wholly owned subsidiary Kisa controls or has interests in five claim blocks consisting of 274 State of Alaska mining claims covering 42,280 acres. Four of the claim blocks making up 35,240 acres comprise the Company’s Southwest Kuskokwim Project and the remaining claim group consisting of 7,040 acres is the Company’s Buckstock Project. The Southwest Kuskokwim claim blocks are located in southwest Alaska approximately 90 miles east of the village of Bethel on State of Alaska-owned lands. The Buckstock claim group is located approximately 30-80 miles south of the Donlin Creek deposit and north of the Company’s Southwest Kuskokwim claim groups.

7

The following is a summary of the Company’s mineral properties in Alaska:

Alaska Mineral Properties	Number of Claims	Acres	Carrying Value at       March 31, 2013	Carrying Value at December 31,    2011
Southwest Kuskokwim Project
AKO	73	11,680	$               2,543	$           2,543
Luna	50	8,000	-	-
Kisa	38	5,840	3,314	3,314
Gold Lake	69	9,720	5,516	5,516
TOTAL Southwest Kuskokwim Project	230	35,240	$             11,373	$         11,373
Buckstock Project
Chilly	44	7,040	-	-
TOTAL Buckstock Project	44	7,040	$                      -	$                   -
OVERALL TOTAL	274	42,280	$           11,373	$         11,373

In Alaska, the lands are held under and are subject to the State’s mining laws and regulations. The Company is required to perform certain work commitments and pay annual assessments to the State of Alaska to hold these claims in good standing. The commitments and annual assessments for 2013 will be due no later than November 30, 2013. See “Note 6. Commitments and Contingencies”.

North Fork Option Master Earn-in Agreement

On January 27, 2010, the Company, through its wholly owned subsidiary, Kisa signed an option agreement with North Fork Resources Pty Ltd (“North Fork”) which grants North Fork an exclusive option to purchase and/or earn an interest in the Company’s Southwest Kuskokwim Project area (“The Projects”).

Under the terms of the option, North Fork made a payment to the Company in the amount of $20,000 which was received on February 16, 2010 which was recorded as a deposit on option agreement, for the exclusive right to explore the claims up until October 31, 2010. On August 18, 2010, the Company amended the option agreement to include an additional claim group known as our Chilly claims, which became part of The Projects. As consideration for this new claim group, North Fork made an additional payment to the Company of $10,000 on August 24, 2010 which was also recorded as a deposit on option agreement. On October 18, 2010 North Fork formally notified the Company of their intent to exercise the option over the Alaska properties.

The total of the two payments of $30,000 received from North Fork was recognized as income during the year ended December 31, 2010.

On March 28, 2011 the Master Earn-In agreement (“the Agreement”) with North Fork was executed which maintained the same terms as the originals terms.

The following is a breakdown of the proposed earn-in terms, as amended:

1.

The initial interest at the time North Fork exercises its option to earn into The Projects will be as follows:

a.

Gold Crest Mines, Inc. – 100%

b.

North Fork – 0%

2.

North Fork can earn a 51% interest in The Projects by the expenditure of $3,000,000 on The Projects by October 31, 2013.

3.

If North Fork withdraws from the Joint Venture prior to earning a 51% interest in The Projects, it will have no further interest in The Projects.

4.

North Fork can earn an additional 24% interest in The Projects, taking its total interest to 75% by the expenditure of an additional $3,000,000 by October 31, 2016.

5.

North Fork can earn a total interest of 90% in any of The Projects claim blocks by the completion of a Bankable Feasibility Study.

6.

Gold Crest Mines, Inc. will retain a free carried 10% interest in The Projects up to a Decision to Mine at which point it can elect to contribute at 10% or dilute to a 2% Net Smelter Royalty.

7.

North Fork is obliged to keep The Projects in good standing.

8

8.

North Fork is the sole manager of The Projects and will make all decisions in regards to the exploration programs.

Afranex Terms Sheet

On June 5, 2012, and later amended on August 28, 2012 and again on February 13, 2013, the Company signed a Terms Sheet with Afranex Gold Limited (“Afranex”), a company related to the Company’s joint venture partner North Fork Resources Pty Ltd. On February 26, 2013 the Company signed a new version of the Terms Sheet that fully replaced the previous versions and which sets out the terms on which Afranex agrees to acquire 80% of the shares in Kisa.  Kisa’s only assets include the Company’s Southwest Kuskokwim Project and the Buckstock Project areas which consist of exploration properties in southwest Alaska comprised of 42,280 acres of State of Alaska-owned lands.

The following is a breakdown of the main details of the Terms Sheet, which incorporates the final amendments to the terms sheet:

1.

Consideration:

a.

Afranex agrees to pay Gold Crest the sum of $100,000 (of which $65,000 was advanced to Gold Crest from Afranex as of March 31, 2013), and

b.

10,000,000 fully paid ordinary shares in the capital of Afranex at an issue price of AUD$0.20 per share, or that number of shares depending on the way Afanex decides to become an ASX-listed company. (Consideration Shares).

c.

2,500,000 unlisted options to be issued fully paid, ordinary shares in Afanex, exercisable at AUD$0.25 per option and expiring four years from the date of grant.

2.

Completion of the Acquisition is conditional on the satisfaction (or waiver by the parties) of the certain conditions precedent such as due diligence by Afranex on Kisa, the approval of the board of Afranex as well as the approval of the shareholders of Gold Crest among other conditions.  If these conditions are not satisfied or waived by June 30, 2013, this term sheet agreement will expire.

3.

Settlement of the Acquisition will occur on that date which is five business days of satisfaction (or waiver) of the conditions precedent.  At settlement Afranex will settle the consideration discussed above and Gold Crest will deliver the share certificates in respect of the Kisa Shares.  An agreement that an incorporated joint venture is created between Afranex or Parent and Kisa on the terms and conditions of the joint venture.

4.

Afranex may, by written notice to Gold Crest at any time up to June 30, 2015, elect to acquire all (and not part) of Gold Crest’s remaining fully paid, ordinary Kisa shares in return for the issue of AUD$500,000 worth of Afranex fully paid, ordinary shares if by IPO, or parent shares if Backdoor Listing (Option Shares).

5.

Notwithstanding the fact that this Terms Sheet is legally binding on the Parties, Afranex and Gold Crest agree to enter into a formal share sale and purchase agreement to more fully document the terms of the Acquisition (to be prepared by Afranex’s solicitors) which shall be on terms acceptable to Kisa and Afranex (acting reasonably) and which shall be consistent with the terms set out in this Terms Sheet.

On March 26, the Company signed a letter of variation to the February 26, 2013 terms sheet, which agreed that if Afanex gives written notice before settlement that it wishes to acquire 100% of the issued shares of Kisa at settlement, that the Consideration Shares will be increased to 12,500,000 and the Consideration Options will be increased to 3,125,000. If this were to happen, there would be no incorporated joint venture established.

Afranex Loan Facility Agreement

On July 26, 2012, the Company signed a Loan Facility Agreement (“Loan”) in the amount of $15,000 with Afranex which entitled the Company to make individual draw downs in $5,000 increments of the Loan until the Loan has been exhausted to provide the Company with immediate working capital requirements.   On October 26, 2012, the Company signed a first deed of variation to the Loan which increased the Loan amount from $15,000 to $25,000.   

Per the terms of the original Loan, the Company agrees to repay the loan in full within six (6) months, extended to January 31, 2013 per the first variation to the Loan, or agrees that the funds will be deducted from the $100,000 cash payment that forms part of the agreed consideration to purchase the Company’s wholly owned subsidiary, Kisa Gold Mining, Inc.  See “Afranex Terms sheet” above for further details.

The Company received the entire proceeds of the Loans in the third and fourth quarters and recorded the funds as a current liability.

9

On February 13, 2013, the Company signed a second deed of variation to the Loan which increased the Loan amount from $25,000 to $80,000.   The due date was also extended out to June 30, 2013.  As of the date of this filing, the Company has now received a total of $65,000 of the available $80,000 and has recorded the funds as a current liability.

NOTE 5.  Common Stock and Common Stock Warrants

Common Stock

The Company is authorized to issue 500,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so.

During the three months ended March 31, 2013, the Company issued 100,000 shares of common stock to a director valued at $1,800.

There were no issuances of common stock during the three months ended March 31, 2012.

Common Stock Warrants

There was no warrant activity during the three months ended March 31, 2013 and no warrants were outstanding at March 31, 2013 or December 31, 2012.

Stock Options

During the three months ended March 31, 2013, the Company did not issue any new options under the 2007 Stock Plan. During the year ended December 31, 2012, the Company had 5,280,000 stock options expire with exercise prices ranging from $0.28 to $0.53.  These options had been granted between June 19, 2007 and September 12, 2007 to members of the board of directors, employees and to consultants of the Company.

The following is a summary of stock option activity from January 1, 2012 to March 31, 2013:

	Number of Shares Under Options	Weighted Average  Exercise Price
Outstanding January 1, 2012	5,280,000	$                       0.52
Granted	—	—
Exercised
Expired	(5,280,000)	0.52
Outstanding and exercisable at December 31, 2012	—	$                          —
Options outstanding and exercisable at March 31, 2013	—	$                          —

NOTE 6.  Commitments and Contingencies

Alaska Mineral Property Rent and Assessment Work Commitments

In Alaska, land holdings consist of state mining claims and prospecting sites totaling 42,280 acres of land. Annual rental payments in the amount of $65,835 for these claims are due by November 30, 2013. If these rental payments are not paid by the due date, the claims will be considered abandoned.

The Alaska Department of Natural Resources, Division of Mining, Land & Water requires that upon the prospecting, and the discovery of a locatable mineral and the staking of mineral location, annual labor must be performed on the location each labor year in further development of the locatable mineral so that it can be mined. The labor year for the claims begins on September 1 and ends the following September 1. The Company or its joint venture partner, if applicable, will be required to perform qualified labor in the amount of $1,057,500 by September 1, 2013 with the possibility, depending on any qualified carry-over amounts that can be applied to the labor year ending September 1, 2013 on certain claim groups, will need to be performed by the September 1, 2013 deadline. If these labor requirements are not met by the due date, the claims will be considered abandoned. The commitments and annual assessments for 2013 will be due no later than November 30, 2013.

10

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, includes forward-looking statements. Our forward-looking statements include our current expectations and projections about future results, performance, results of litigation, prospects and opportunities. We have tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” and similar expressions. These forward-looking statements are based on information currently available to us and are expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Crest Mines, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock.  As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under Section 21E are unavailable to us.

The following discussion should be read in conjunction with the unaudited consolidated financial statements included elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Overview and Plan of Operation

As discussed in “Note 3. Going Concern” to our consolidated financial statements, the Company has had no revenues and incurred an accumulated deficit of $9,632,534 through March 31, 2013.  Another factor is that the Company has a negative current ratio of 0.14: 1 at March 31, 2013.  The current ratio is a measurement of the degree to which current assets cover current liabilities (current assets/ current liabilities). A high ratio indicates a good probability the enterprise can retire current debts.  The Company feels that these factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings and joint venture agreements that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

We are in the business of exploration, development, and if warranted the mining of properties containing valuable mineral deposits. We are traded on the over the counter market in the United States and, as is typical with such companies, losses are incurred in the stages of exploration and development, which typically need to be funded through equity or debt financing.

In southwest Alaska, the Company’s wholly owned subsidiary Kisa controls or has interests in nine claim blocks consisting of 274 State of Alaska mining claims covering 42,280 acres.

On March 28, 2011 the Company, through its wholly owned subsidiary, Kisa, executed a Master Earn-In agreement (“the Agreement”) with North Fork LLC, (“North Fork”) an Alaska limited liability company. This agreement calls for North Fork to explore for gold deposits on Kisa’s claim blocks in the Southwest Kuskokwim Project area and Buckstock Project area (“Projects”). The Projects consist of the Company’s exploration properties mentioned above. See “Note 4. Mineral Properties – North Fork Option Master Earn-in Agreement” to our consolidated financial statements for further details.

On June 5, 2012, the Company, through its wholly owned subsidiary, Kisa signed a Terms Sheet with Afranex Gold Limited (“Afranex”), a company related to our joint venture partners North Fork, which sets out the terms on which Afranex agrees to acquire 100% of the shares in Kisa. On February 13, 2013 an amendment was signed changing certain terms, most notably, changing the initial acquisition of only 80% of the shares of Kisa with an option to acquire the remaining 20% at any time up to June 30, 2015 for additional consideration.  See “Note 4. Mineral Properties – Afranex Term Sheet” to our consolidated financial statements for further details.

11

On July 26, 2012, the Company signed a Loan Facility Agreement (“Loan”) with Afranex for $15,000, and amendment on October 26, 2012 for an additional $10,000 all received before December 31, 2012. On February 13, 2013 another amendment was signed increasing the loan amount from $25,000 to $80,000.  Per the date of this filing, the Company has received a total of $65,000 leaving another $15,000 still available to withdraw. See “Note 4. Mineral Properties – Afranex Afranex Loan Facility Agreement” to our consolidated financial statements for further details.

Liquidity and Capital Resources

We have limited capital resources and thus have had to rely upon the sale of equity securities for the cash required for exploration and development purposes, for acquisitions and to fund our administration. Since we do not expect to generate any revenues in the near future, we must continue to rely upon the sale of our equity securities to raise capital. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any period or, if available, that it can be obtained on terms satisfactory to us.

Our cash balance at March 31, 2013 was $20,711 versus$1,552 at December 31, 2012. This increase is primarily due the Company receiving $40,000 per the Loan with Afranex during the first quarter of 2013.

Future Outlook

Based on the current market environment and our low share price it is not likely we will be able to raise enough money through a private placement of our common stock to fully implement our business plan.

We continue to proceed with our joint venture partner, North Fork, who continues to expend funds under the master earn-in agreement and just completed another season of exploration in the Company’s Southwest Kuskokwim Project area.

We are currently also working towards an agreement with Afranex for them to acquire up to 100% of the shares in Kisa which will bring in capital related to the transaction, of which we are currently receiving advances on.  See “Note 4. Mineral Properties – Afranex Term Sheet and Afranex Loan Facility Agreement” to our consolidated financial statements for further details.

Results of Operations

Comparison of the Three Months Ended March 31, 2013 and March 31, 2012:

The following tables set forth certain information regarding the components of our Consolidated Statements of Operations for the three months ended March 31, 2013 compared with the three months ended March 31, 2012. The tables are provided to assist in assessing differences in our overall performance:

			The Three Months Ended
			March 31,		March 31,
			2013		2012		$ Change		% Change
REVENUES		$	-	$	-	$	-	$
OPERATING EXPENSES:
	Legal and accounting expenses		11,267		29,244		(17,977)		(61.5)%
	General and administrative		19,191		16,355		2,836		17.3%
	TOTAL OPERATING EXPENSES		30,458		45,599		(15,141)		(33.2)%
LOSS FROM OPERATIONS			(30,458)		(45,599)		15,141		(33.2)%
	Interest income		-		-		-
	Interest expense		-		-		-
	TOTAL OTHER INCOME (EXPENSE)		-		-		-
LOSS BEFORE TAXES		$	(30,458)	$	(45,599)	$	15,141	$	(33.2)%

Overview of Operating Results

Operating Expenses

The decrease of $15,141 in operating expenses during the three months ended March 31, 2013 compared to the three months ended March 31, 2012 was a result of increased payroll expenses for increased work load for the three months ended March 31, 2012 and primarily due to the increased audit fees due to the due diligence associated with the possible

12

business combination transaction with Gold Crown, Inc. also in the three months ended March 31, 2012.

Legal and Accounting Expenses

The decrease of $17,244 in legal and accounting expenses during the three months ended March 31, 2013 compared to the three months ended March 31, 2012 was a result of increased audit fees due to the due diligence associated with the possible business combination transaction with Gold Crown, Inc. in the first quarter of 2012.

General and Administrative Expenses

The increase of $2,836 in general and administrative expenses during the three months ended March 31, 2013 compared to the three months ended March 31, 2012 was primarily due to increased payroll expenses of approximately $2,250 in 2013 related to the issuance of shares for a director who is also an officer of the Company versus zero in 2012.  Another smaller factor was that consulting fees in 2013 were approximately $2,170 versus zero for the three months ended March 31, 2012.  These increases were offset slightly by zero edgar filing fees in the three months ended March 31, 2013 compared to $1,573 in the three months ended March 31, 2012

 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective as of March 31, 2013, in ensuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

None.  

13

ITEM 6.  EXHIBITS

Exhibit Number	Description of Document
31.1	Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
31.2	Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350
101.INS(1)	XBRL Instance Document
101.SCH(1)	XBRL Taxonomy Extension Schema Document
101.CAL(1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(1)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(1)	XBRL Taxonomy Extension Presentation Linkbase Document

(1)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

14

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.

GOLD CREST MINES, INC.

Date:  May 20, 2013

By:  /s/ Terrence J. Dunne

Terrence J. Dunne

CEO

(Principal Executive Officer)

Date:  May 20, 2013

By:  /s/ Matt J. Colbert

Matt J. Colbert

CFO

(Principal Financial Officer)

15

EX-31

Exhibit 31.1

Certification pursuant to rules 13a-14(a) and 15d-14(a), as

adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Principal Executive Officer

I, Terrence J. Dunne, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Gold Crest Mines, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:   May 20, 2013

/s/ Terrence J. Dunne _______

Terrence J. Dunne

Chief Executive Officer

EX-31

Exhibit 31.2

Certification pursuant to rules 13a-14(a) and 15d-14(a), as

adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Principal Financial Officer

I, Matt J. Colbert, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Gold Crest Mines, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:   May 20, 2013

/s/        Matt J. Colbert_____  

                     Matt J. Colbert

         Chief Financial Officer        

EX-32

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Terrence J. Dunne, President and CEO of Gold Crest Mines, Inc. (“the “Registrant”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.

This quarterly report on Form 10-Q of the Registrant for the period ended March 31, 2013, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:  May 20, 2013

/s/ Terrence J. Dunne_______

Terrence J. Dunne

Chief Executive Officer

EX-32

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Matt J. Colbert, Chief Financial Officer of Gold Crest Mines, Inc. (“the “Registrant”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.

This quarterly report on Form 10-Q of the Registrant for the period ended March 31, 2013, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:  May 20, 2013

/s/        Matt J. Colbert_____  

            Matt J. Colbert

            Chief Financial Officer

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Note 4. Mineral Properties

3 Months Ended

Mar. 31, 2013

Notes

Note 4. Mineral Properties

NOTE 4.  Mineral Properties

In Alaska, the Company’s wholly owned subsidiary Kisa controls or has interests in five claim blocks consisting of 274 State of Alaska mining claims covering 42,280 acres. Four of the claim blocks making up 35,240 acres comprise the Company’s Southwest Kuskokwim Project and the remaining claim group consisting of 7,040 acres is the Company’s Buckstock Project. The Southwest Kuskokwim claim blocks are located in southwest Alaska approximately 90 miles east of the village of Bethel on State of Alaska-owned lands. The Buckstock claim group is located approximately 30-80 miles south of the Donlin Creek deposit and north of the Company’s Southwest Kuskokwim claim groups.

The following is a summary of the Company’s mineral properties in Alaska:

Alaska Mineral Properties	Number of Claims	Acres	Carrying Value at       March 31, 2013	Carrying Value at December 31,    2011
Southwest Kuskokwim Project
AKO	73	11,680	$               2,543	$           2,543
Luna	50	8,000	-	-
Kisa	38	5,840	3,314	3,314
Gold Lake	69	9,720	5,516	5,516
TOTAL Southwest Kuskokwim Project	230	35,240	$             11,373	$         11,373
Buckstock Project
Chilly	44	7,040	-	-
TOTAL Buckstock Project	44	7,040	$                      -	$                   -
OVERALL TOTAL	274	42,280	$           11,373	$         11,373

In Alaska, the lands are held under and are subject to the State’s mining laws and regulations. The Company is required to perform certain work commitments and pay annual assessments to the State of Alaska to hold these claims in good standing. The commitments and annual assessments for 2013 will be due no later than November 30, 2013. See “Note 6. Commitments and Contingencies”.

North Fork Option Master Earn-in Agreement

On January 27, 2010, the Company, through its wholly owned subsidiary, Kisa signed an option agreement with North Fork Resources Pty Ltd (“North Fork”) which grants North Fork an exclusive option to purchase and/or earn an interest in the Company’s Southwest Kuskokwim Project area (“The Projects”).

Under the terms of the option, North Fork made a payment to the Company in the amount of $20,000 which was received on February 16, 2010 which was recorded as a deposit on option agreement, for the exclusive right to explore the claims up until October 31, 2010. On August 18, 2010, the Company amended the option agreement to include an additional claim group known as our Chilly claims, which became part of The Projects. As consideration for this new claim group, North Fork made an additional payment to the Company of $10,000 on August 24, 2010 which was also recorded as a deposit on option agreement. On October 18, 2010 North Fork formally notified the Company of their intent to exercise the option over the Alaska properties.

The total of the two payments of $30,000 received from North Fork was recognized as income during the year ended December 31, 2010.

On March 28, 2011 the Master Earn-In agreement (“the Agreement”) with North Fork was executed which maintained the same terms as the originals terms.

The following is a breakdown of the proposed earn-in terms, as amended:

1.       The initial interest at the time North Fork exercises its option to earn into The Projects will be as follows:

a.       Gold Crest Mines, Inc. – 100%

b.       North Fork – 0%

2.       North Fork can earn a 51% interest in The Projects by the expenditure of $3,000,000 on The Projects by October 31, 2013.

3.       If North Fork withdraws from the Joint Venture prior to earning a 51% interest in The Projects, it will have no further interest in The Projects.

4.       North Fork can earn an additional 24% interest in The Projects, taking its total interest to 75% by the expenditure of an additional $3,000,000 by October 31, 2016.

5.       North Fork can earn a total interest of 90% in any of The Projects claim blocks by the completion of a Bankable Feasibility Study.

6.       Gold Crest Mines, Inc. will retain a free carried 10% interest in The Projects up to a Decision to Mine at which point it can elect to contribute at 10% or dilute to a 2% Net Smelter Royalty.

7.       North Fork is obliged to keep The Projects in good standing.

8.       North Fork is the sole manager of The Projects and will make all decisions in regards to the exploration programs.

Afranex Terms Sheet

On June 5, 2012, and later amended on August 28, 2012 and again on February 13, 2013, the Company signed a Terms Sheet with Afranex Gold Limited (“Afranex”), a company related to the Company’s joint venture partner North Fork Resources Pty Ltd. On February 26, 2013 the Company signed a new version of the Terms Sheet that fully replaced the previous versions and which sets out the terms on which Afranex agrees to acquire 80% of the shares in Kisa.  Kisa’s only assets include the Company’s Southwest Kuskokwim Project and the Buckstock Project areas which consist of exploration properties in southwest Alaska comprised of 42,280 acres of State of Alaska-owned lands.

The following is a breakdown of the main details of the Terms Sheet, which incorporates the final amendments to the terms sheet:

1.       Consideration:

a.       Afranex agrees to pay Gold Crest the sum of $100,000 (of which $65,000 was advanced to Gold Crest from Afranex as of March 31, 2013), and

b.       10,000,000 fully paid ordinary shares in the capital of Afranex at an issue price of AUD$0.20 per share, or that number of shares depending on the way Afanex decides to become an ASX-listed company. (Consideration Shares).

c.        2,500,000 unlisted options to be issued fully paid, ordinary shares in Afanex, exercisable at AUD$0.25 per option and expiring four years from the date of grant.

2.       Completion of the Acquisition is conditional on the satisfaction (or waiver by the parties) of the certain conditions precedent such as due diligence by Afranex on Kisa, the approval of the board of Afranex as well as the approval of the shareholders of Gold Crest among other conditions.  If these conditions are not satisfied or waived by June 30, 2013, this term sheet agreement will expire.

3.       Settlement of the Acquisition will occur on that date which is five business days of satisfaction (or waiver) of the conditions precedent.  At settlement Afranex will settle the consideration discussed above and Gold Crest will deliver the share certificates in respect of the Kisa Shares.  An agreement that an incorporated joint venture is created between Afranex or Parent and Kisa on the terms and conditions of the joint venture.

4.       Afranex may, by written notice to Gold Crest at any time up to June 30, 2015, elect to acquire all (and not part) of Gold Crest’s remaining fully paid, ordinary Kisa shares in return for the issue of AUD$500,000 worth of Afranex fully paid, ordinary shares if by IPO, or parent shares if Backdoor Listing (Option Shares).

5.       Notwithstanding the fact that this Terms Sheet is legally binding on the Parties, Afranex and Gold Crest agree to enter into a formal share sale and purchase agreement to more fully document the terms of the Acquisition (to be prepared by Afranex’s solicitors) which shall be on terms acceptable to Kisa and Afranex (acting reasonably) and which shall be consistent with the terms set out in this Terms Sheet.

On March 26, the Company signed a letter of variation to the February 26, 2013 terms sheet, which agreed that if Afanex gives written notice before settlement that it wishes to acquire 100% of the issued shares of Kisa at settlement, that the Consideration Shares will be increased to 12,500,000 and the Consideration Options will be increased to 3,125,000. If this were to happen, there would be no incorporated joint venture established.

Afranex Loan Facility Agreement

On July 26, 2012, the Company signed a Loan Facility Agreement (“Loan”) in the amount of $15,000 with Afranex which entitled the Company to make individual draw downs in $5,000 increments of the Loan until the Loan has been exhausted to provide the Company with immediate working capital requirements.   On October 26, 2012, the Company signed a first deed of variation to the Loan which increased the Loan amount from $15,000 to $25,000.  

Per the terms of the original Loan, the Company agrees to repay the loan in full within six (6) months, extended to January 31, 2013 per the first variation to the Loan, or agrees that the funds will be deducted from the $100,000 cash payment that forms part of the agreed consideration to purchase the Company’s wholly owned subsidiary, Kisa Gold Mining, Inc.  See “Afranex Terms sheet” above for further details.

The Company received the entire proceeds of the Loans in the third and fourth quarters and recorded the funds as a current liability.

On February 13, 2013, the Company signed a second deed of variation to the Loan which increased the Loan amount from $25,000 to $80,000.   The due date was also extended out to June 30, 2013.  As of the date of this filing, the Company has now received a total of $65,000 of the available $80,000 and has recorded the funds as a current liability.

XML

Note 3. Going Concern

3 Months Ended

Mar. 31, 2013

Notes

Note 3. Going Concern

NOTE 3. Going Concern

As shown in the accompanying financial statements, the Company has had no revenues and incurred an accumulated deficit of $9,632,534 through March 31, 2013. Another factor is that the Company has a negative current ratio of 0.14: 1 at March 31, 2013. The current ratio is a measurement of the degree to which current assets cover current liabilities (current assets/ current liabilities). A high ratio indicates a good probability the enterprise can retire current debts. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings and joint venture agreements that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Should the Company be unable to raise capital through future private placements, its business, and, as a result, its financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.

The Company believes it will only need an estimated $150,000 to $200,000 to continue operations through the next twelve months. The timing and amount of capital requirements will depend on a number of factors, including the Company’s ability to successfully maintain a joint venture on our Alaska properties and the Company’s future personnel requirements.

XML

GOLD CREST MINES, INC. (AN EXPLORATION STAGE COMPANY) Consolidated Balance Sheets (Interim period unaudited) (USD $)	Mar. 31, 2013		Dec. 31, 2012
CURRENT ASSETS
Cash and cash equivalents	$ 20,711		$ 1,552
Total Current Assets	20,711		1,552
Equipment, net of accumulated depreciation of $3,413 and $3,413, respectively	0		0
Mineral properties	11,373		11,373
TOTAL ASSETS	32,084		12,925
CURRENT LIABILITIES
Accounts payable	26,994		26,713
Accrued liabilities	54,902		47,366
Loan from Afranex	65,213	[1]	25,213	[1]
Total Current Liabilities	147,109		99,292
Total Liabilities	147,109		99,292
Commitments and contingencies	0	[2]	0	[2]
STOCKHOLDERS' DEFICIT
Preferred stock; no par value; 10,000,000 shares authorized, none issued or outstanding	0		0
Common stock; $0.001 par value; 500,000,000 shares authorized; 89,305,828 and 89,205,828 shares issued and outstanding, respectively	89,306		89,206
Additional paid-in capital	9,428,203		9,426,503
Accumulated deficit during exploration stage	(9,632,534)		(9,602,076)
Total Stockholders' Deficit	(115,025)		(86,367)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 32,084		$ 12,925

[1] Note 4

[2] Note 6

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Note 1. Basis of Presentation

3 Months Ended

Mar. 31, 2013

Notes

Note 1. Basis of Presentation

NOTE 1.  Basis of Presentation

Gold Crest Mines, Inc. and its subsidiaries (“Gold Crest” and “the Company”) is a Nevada corporation originally incorporated on August 20, 1968, as Silver Crest Mines, Inc., an Idaho corporation.

On August 1, 2006, Gold Crest acquired 100% of the issued and outstanding shares of Niagara Mining and Development Co., (“Niagara”), an Idaho corporation formed on January 11, 2005, and its wholly-owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), an Alaskan corporation formed on July 28, 2006. Gold Crest’s sole asset on the merger date was cash of $7,456, which was accounted for as being acquired by Niagara in exchange for 14,600,100 common shares of Niagara. Niagara’s sole asset on the merger date was cash of $150,000 and its wholly owned subsidiary Kisa. Neither company had liabilities on the date of the merger. This transaction has been treated as a reverse merger, effectively as if Niagara had issued shares for consideration equal to the net monetary assets of Gold Crest. Under reverse acquisition accounting, the consolidated financial statements of the entity are considered a continuation of the financial statements of Niagara, the accounting acquirer. On June 20, 2008, 100% of the issued and outstanding shares of Kisa were transferred from Niagara to the Company.

The Company is in the business of exploration, development, and if warranted the mining of properties containing valuable mineral deposits. The focus of the Company’s exploration programs is directed at precious metals, primarily gold.

The interim Consolidated Financial Statements of the Company and its subsidiaries are unaudited.  In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included.  All such adjustments are, in the opinion of management, of a normal recurring nature.  The results reported in these interim Consolidated Financial Statements are not necessarily indicative of the results that may be reported for the entire year and that the results at March 31, 2013 may not be indicative of December 31, 2013.  These interim Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2012.

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Note 5. Common Stock and Common Stock Warrants (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures	100,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures	$ 1,800

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Note 6. Commitments and Contingencies (Details) (USD $)	Mar. 31, 2013
Mining claims and prospecting sites, rental	$ 65,835

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Note 2. Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Notes

Note 2. Summary of Significant Accounting Policies

NOTE 2.  Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Consolidation of Subsidiaries

The consolidated financial statements include the Company’s accounts and the accounts of wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Highly liquid short-term investments with a remaining maturity when purchased of three months or less are classified as cash equivalents. The Company deposits its cash and cash equivalents in high quality financial institutions.

Fair Values of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents approximated their fair values as of March 31, 2013 and December 31, 2012.

Fair Value Accounting

Accounting guidance has established a hierarchy of assets that are measured at fair value on a recurring basis. The three levels included in the hierarchy are:

*    Level 1: quoted prices in active markets for identical assets or liabilities

*    Level 2: significant other observable inputs

*    Level 3: significant unobservable inputs

At March 31, 2013 and December 31, 2012, the Company has no assets or liabilities that are recorded at fair value on a recurring basis.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net income (loss) per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive. At March 31, 2013 and December 31, 2012, there were 0 common stock equivalents exercisable.

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Statement of Financial Position - Parenthetical (USD $)	Dec. 31, 2012	Dec. 31, 2011
Preferred Stock, Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	89,305,828	89,205,828
Common Stock, Shares Outstanding	89,305,828	89,205,828
Accumulated depreciation, equipment	$ 3,413	$ 3,413

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Note 4. Mineral Properties: Schedule of Mineral Properties (Tables)

3 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Mineral Properties

Alaska Mineral Properties	Number of Claims	Acres	Carrying Value at       March 31, 2013	Carrying Value at December 31,    2011
Southwest Kuskokwim Project
AKO	73	11,680	$               2,543	$           2,543
Luna	50	8,000	-	-
Kisa	38	5,840	3,314	3,314
Gold Lake	69	9,720	5,516	5,516
TOTAL Southwest Kuskokwim Project	230	35,240	$             11,373	$         11,373
Buckstock Project
Chilly	44	7,040	-	-
TOTAL Buckstock Project	44	7,040	$                      -	$                   -
OVERALL TOTAL	274	42,280	$           11,373	$         11,373

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 13, 2013
Document and Entity Information
Entity Registrant Name	Gold Crest Mines Inc
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001375618
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		89,305,828
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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Note 5. Common Stock and Common Stock Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Tables)

3 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Share-based Compensation, Stock Options, Activity

	Number of Shares Under Options	Weighted Average  Exercise Price
Outstanding January 1, 2012	5,280,000	$                       0.52
Granted	—	—
Exercised
Expired	(5,280,000)	0.52
Outstanding and exercisable at December 31, 2012	—	$                          —
Options outstanding and exercisable at March 31, 2013	0	$                          —

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GOLD CREST MINES, INC. (AN EXPLORATION STAGE COMPANY) Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		99 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
REVENUES	$ 0	$ 0	$ 0
OPERATING EXPENSES:
Exploration expenditures			4,352,387
Settlement of drilling contract			161,813
Abandonment of mineral lease			83,600
Gain on sale of mineral lease			(16,875)
Mineral lease option income			(30,000)
Impairment of mineral properties and royalty interest			616,875
Impairment of investment in Golden Lynx LLC			43,202
Loss on disposal of equipment			16,738
Legal and accounting expenses	11,267	29,244	627,847
Directors' fees			846,000
General and administrative	19,191	16,355	3,154,747
TOTAL OPERATING EXPENSES	30,458	45,599	9,856,334
LOSS FROM OPERATIONS	(30,458)	(45,599)	(9,856,334)
OTHER INCOME (EXPENSE):
Interest income			79,182
Gain realized from advances from Gold Crown			117,659
Interest expense			(22,560)
Gain on settlement of accounts payable			49,519
TOTAL OTHER INCOME (EXPENSE)			223,800
LOSS BEFORE INCOME TAXES	(30,458)	(45,599)	(9,632,534)
INCOME TAXES	0	0	0
NET LOSS	$ (30,458)	$ (45,599)	$ (9,632,534)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED	89,236,939	89,205,828

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Note 2. Summary of Significant Accounting Policies: Consolidation of Subsidiaries (Policies)

3 Months Ended

Mar. 31, 2013

Policies

Consolidation of Subsidiaries

Consolidation of Subsidiaries

The consolidated financial statements include the Company’s accounts and the accounts of wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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Note 6. Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Notes

Note 6. Commitments and Contingencies

NOTE 6.  Commitments and Contingencies

Alaska Mineral Property Rent and Assessment Work Commitments

In Alaska, land holdings consist of state mining claims and prospecting sites totaling 42,280 acres of land. Annual rental payments in the amount of $65,835 for these claims are due by November 30, 2013. If these rental payments are not paid by the due date, the claims will be considered abandoned.

The Alaska Department of Natural Resources, Division of Mining, Land & Water requires that upon the prospecting, and the discovery of a locatable mineral and the staking of mineral location, annual labor must be performed on the location each labor year in further development of the locatable mineral so that it can be mined. The labor year for the claims begins on September 1 and ends the following September 1. The Company or its joint venture partner, if applicable, will be required to perform qualified labor in the amount of $1,057,500 by September 1, 2013 with the possibility, depending on any qualified carry-over amounts that can be applied to the labor year ending September 1, 2013 on certain claim groups, will need to be performed by the September 1, 2013 deadline. If these labor requirements are not met by the due date, the claims will be considered abandoned. The commitments and annual assessments for 2013 will be due no later than November 30, 2013.

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Note 5. Common Stock and Common Stock Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding		5,280,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$ 0.52	$ 0.52
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	(5,280,000)
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	0

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Note 2. Summary of Significant Accounting Policies: Basic and Diluted Net Loss Per Share (Details)	3 Months Ended
	Mar. 31, 2013
Antidilutive Shares Outstanding	0

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Note 2. Summary of Significant Accounting Policies: Fair Value Accounting (Policies)

3 Months Ended

Mar. 31, 2013

Policies

Fair Value Accounting

Fair Value Accounting

Accounting guidance has established a hierarchy of assets that are measured at fair value on a recurring basis. The three levels included in the hierarchy are:

*    Level 1: quoted prices in active markets for identical assets or liabilities

*    Level 2: significant other observable inputs

*    Level 3: significant unobservable inputs

At March 31, 2013 and December 31, 2012, the Company has no assets or liabilities that are recorded at fair value on a recurring basis.

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Note 2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

3 Months Ended

Mar. 31, 2013

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

Highly liquid short-term investments with a remaining maturity when purchased of three months or less are classified as cash equivalents. The Company deposits its cash and cash equivalents in high quality financial institutions.

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Note 2. Summary of Significant Accounting Policies: Fair Values of Financial Instruments (Policies)

3 Months Ended

Mar. 31, 2013

Policies

Fair Values of Financial Instruments

Fair Values of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents approximated their fair values as of March 31, 2013 and December 31, 2012.

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Note 2. Summary of Significant Accounting Policies: Basic and Diluted Net Loss Per Share (Policies)

3 Months Ended

Mar. 31, 2013

Policies

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net income (loss) per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive. At March 31, 2013 and December 31, 2012, there were 0 common stock equivalents exercisable.

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Note 4. Mineral Properties (Details) (USD $)	Mar. 31, 2013
Loans Payable	$ 65,000

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GOLD CREST MINES, INC. (An Exploration Stage Company) Consolidated Statements of Cash Flows (Unaudited) (USD $)	99 Months Ended
	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,632,534)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	53,193
Common stock and options issued for services	1,368,976
Equity compensation for management and directors	1,218,041
Interest paid with common shares	12,500
Settlement of drilling contract	161,813
Gain recognized on equipment exchanged in settlement of accounts payable	(3,421)
Loss (gain) on disposal of equipment	16,738
Abandonment of mineral lease	83,600
Impairment of mineral properties and royalty interest	616,875
Gain realized from advances from Gold Crown	(117,659)
Impairment of investment in Golden Lynx LLC	43,202
Gain on sale of mineral properties	(16,875)
Gain on settlement of accounts payable	(49,519)
Changes in operating assets and liabilities:
Interest receivable	(6,266)
Prepaid expenses and deposits	57,999
Miscellaneous receivable	3,000
Accounts payable and accrued liabilities	136,031
Advance from Gold Crown	117,659
Net cash used by operating activities	(5,936,647)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in reverse merger	7,456
Note receivable issued	(200,000)
Purchase of royalty interest in mineral property	(400,000)
Purchase of mineral properties	(388,175)
Proceeds from the sale of equipment	22,979
Proceeds from the sale of mineral properties	50,000
Purchase of equipment	(134,971)
Net cash used by investing activities	(1,042,711)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit	250,000
Payments on line of credit	(250,000)
Proceeds from the issuance of stock on the exercise of warrants	201,300
Sale of common stock, net of issuance costs	6,708,343
Loan from Afranex	90,426	[1]
Net cash provided by financing activities	7,000,069
Net change in cash and cash equivalents	20,711
Cash and cash equivalents, end of period	20,711
NON-CASH INVESTING AND FINANCING ACTIVITIES
Land contributed in exchange for investment in Golden Lynx LLC	54,575
Land held in Golden Lynx LLC returned as mineral properties	11,373
Note receivable forgiven in connection with settlement agreement	120,000
Equipment relinquished in connection with settlement agreement	12,654
Equipment exchanged for settlement of accounts payable	$ 29,828

[1] Note 4

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Note 5. Common Stock and Common Stock Warrants

3 Months Ended

Mar. 31, 2013

Notes

Note 5. Common Stock and Common Stock Warrants

NOTE 5.  Common Stock and Common Stock Warrants

Common Stock

The Company is authorized to issue 500,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so.

During the three months ended March 31, 2013, the Company issued 100,000 shares of common stock to a director valued at $1,800.

There were no issuances of common stock during the three months ended March 31, 2012.

Common Stock Warrants

There was no warrant activity during the three months ended March 31, 2013 and no warrants were outstanding at March 31, 2013 or December 31, 2012.

Stock Options

During the three months ended March 31, 2013, the Company did not issue any new options under the 2007 Stock Plan. During the year ended December 31, 2012, the Company had 5,280,000 stock options expire with exercise prices ranging from $0.28 to $0.53.  These options had been granted between June 19, 2007 and September 12, 2007 to members of the board of directors, employees and to consultants of the Company.

The following is a summary of stock option activity from January 1, 2012 to March 31, 2013:

	Number of Shares Under Options	Weighted Average  Exercise Price
Outstanding January 1, 2012	5,280,000	$                       0.52
Granted	—	—
Exercised
Expired	(5,280,000)	0.52
Outstanding and exercisable at December 31, 2012	—	$                          —
Options outstanding and exercisable at March 31, 2013	0	$                          —

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Note 3. Going Concern (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Accumulated deficit during exploration stage	$ 9,632,534	$ 9,602,076