(Mark One)
|
||||||||||||||
X
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|||||||||||||
For the quarter period ended May 31, 2012
|
||||||||||||||
or
|
||||||||||||||
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||||||||||||||
For the transition period from___________ to __________
|
||||||||||||||
Commission file number 000-53420
|
||||||||||||||
SILLENGER EXPLORATION CORP.
|
||||||||||||||
(Name of registrant as specified in its charter)
|
||||||||||||||
NEVADA
|
45-3864001
|
|||||||||||||
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|||||||||||||
1560 Bayview Ave., Suite 305, Toronto,
Ontario CANADA
|
M4G 3B8
|
|||||||||||||
(Address of principal executive offices)
|
(Zip Code)
|
|||||||||||||
(647) 352-9090
|
||||||||||||||
(Registrant’s telephone number, including area code)
|
||||||||||||||
Not Applicable
|
||||||||||||||
(Former name, former address and formal fiscal year, if changed since last report)
|
||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
||||||||||||||
x Yes o 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 Regulations 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).
|
||||||||||||||
x Yes o 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
||||||||||||||
Large accelerated filer
|
Accelerated filer
|
|||||||||||||
Non-accelerated filer
|
(Do not check if a smaller reporting company)
|
Small 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
|
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
|
89,381,000 common shares issued and outstanding as of July 13, 2012
|
PART 1 - FINANCIAL INFORMATION .
|
1
|
||
ITEM 1. FINANCIAL STATEMENTS .
|
1
|
||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .
|
8
|
||
Forward Looking Information .
|
8
|
||
Business Environment .
|
8
|
||
Results of Operation .
|
9
|
||
Financial Condition and Liquidity .
|
9
|
||
Expenses .
|
10
|
||
Plan of Operations .
|
10
|
||
Off-balance sheet arrangements .
|
11
|
||
ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK .
|
11
|
||
ITEM 4: CONTROLS AND PROCEDURES .
|
11
|
||
(a) Evaluation of Disclosure Controls and Procedures .
|
11
|
||
(b) Internal Controls over financial reporting .
|
11
|
||
ITEM 4A(T): CONTROLS AND PROCEDURES .
|
12
|
||
PART II - OTHER INFORMATION .
|
13
|
||
ITEM 1. LEGAL PROCEEDINGS .
|
13
|
||
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .
|
13
|
||
Unregistered Sales of Equity Securities .
|
13
|
||
Use of Proceeds .
|
13
|
||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES .
|
13
|
||
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .
|
13
|
||
ITEM 5. OTHER INFORMATION .
|
13
|
||
ITEM 6. EXHIBITS .
|
13
|
||
Exhibits .
|
13
|
||
SIGNATURES .
|
14
|
May 31, 2012 | February 29, 2012 | |||||||
(Unaudited) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 826 | $ | 88,337 | ||||
Prepaid expenses
|
28,510 | 37,500 | ||||||
Advances (Note 4)
|
- | 48,480 | ||||||
29,336 | 174,317 | |||||||
Investment (Note 3)
|
1,012,748 | 2,088,723 | ||||||
Total Assets
|
$ | 1,042,084 | $ | 2,263,040 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current liabilities:
|
||||||||
Advances (Note 4)
|
$ | 49,598 | $ | - | ||||
Accounts payable (Note 4)
|
1,264,213 | 1,279,358 | ||||||
Accrued liabilities
|
23,450 | 19,950 | ||||||
Total liabilities
|
1,337,261 | 1,299,308 | ||||||
Commitment and contingencies (Notes 1 and 4) | ||||||||
Stockholders' equity (deficit) (Note 5)
|
||||||||
Common stock $0.001 par value,
|
||||||||
300,00,000 shares authorized
|
||||||||
89,381,000 shares issued and outstanding
|
89,381 | 61,331 | ||||||
Additional paid-in-capital
|
4,751,982 | 4,422,032 | ||||||
Shares to be issued (Note 5)
|
- | 100,000 | ||||||
Stock subscriptions received (Note 5)
|
- | 255,500 | ||||||
Accumulated other comprehensive income
|
(867,406 | ) | 208,569 | |||||
Accumulated deficit
|
(4,269,134 | ) | (4,083,700 | ) | ||||
Total Stockholders' equity (deficit)
|
(295,177 | ) | 963,732 | |||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$ | 1,042,084 | $ | 2,263,040 |
Cumulative From
|
||||||||||||
Three Months Ended
|
February 14, 2007
|
|||||||||||
May 31,
|
May 31,
|
(Inception) to
|
||||||||||
2012
|
2011
|
May 31, 2012
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Operating expenses:
|
||||||||||||
Contract fees (Note 4)
|
- | - | 950,000 | |||||||||
General and Administrative
|
39,275 | 18,156 | 1,303,369 | |||||||||
Travel
|
84,217 | 1,885 | 751,522 | |||||||||
Marketing and business development
|
969 | - | 977,928 | |||||||||
Professional services
|
60,563 | 140,481 | 1,039,172 | |||||||||
185,024 | 160,522 | 5,021,991 | ||||||||||
Other income (expense):
|
||||||||||||
Income from sale of rights (Note 3)
|
- | - | 4,369,208 | |||||||||
Foreign exchange (loss) gain
|
(410 | ) | (7,914 | ) | (122,551 | ) | ||||||
(410 | ) | (7,914 | ) | 4,246,657 | ||||||||
Income (loss) before income tax expense
|
(185,434 | ) | (168,436 | ) | (775,334 | ) | ||||||
Income tax expense
|
- | - | - | |||||||||
Net income (loss)
|
(185,434 | ) | (168,436 | ) | (775,334 | ) | ||||||
Other Comprehensive Loss
|
||||||||||||
Unrealized gain/(loss) on investment (Note 3)
|
(1,075,975 | ) | - | (867,406 | ) | |||||||
Comprehensive income (loss) | $ | (1,261,409 | ) | $ | (168,436 | ) | $ | (1,642,740 | ) | |||
Net income (loss) per share:
|
||||||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average shares outstanding | ||||||||||||
Basic and Diluted
|
77,411,978 | 40,811,000 |
Sillenger Exploration Corp.
|
|||||||||||||
(An Exploration Stage Company)
|
|||||||||||||
Interim Statements of Cash Flows
|
|||||||||||||
Cumulative From
|
|||||||||||||
Three Months Ended
|
February 14, 2007
|
||||||||||||
May 31,
|
May 31,
|
(Inception) to
|
|||||||||||
2012
|
2011
|
May 31, 2012
|
|||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||
Cash Flows from Operating Activities
|
|||||||||||||
Net income (loss)
|
$ | (185,434 | ) | $ | (168,436 | ) | $ | (775,334 | ) | ||||
Items not affecting cash
|
|||||||||||||
Expenses paid by stock
|
- | - | 270,500 | ||||||||||
Non-cash income
|
- | - | (4,369,209 | ) | |||||||||
Write-off of equipment
|
- | - | 27,522 | ||||||||||
Changes in non-cash working capital items
|
|||||||||||||
Prepaid expenses
|
8,990 | 8,990 | |||||||||||
Accounts payable
|
(15,145 | ) | 150,214 | 3,969,539 | |||||||||
Accrued expenses
|
3,500 | 1 | 3,500 | ||||||||||
Advances
|
98,078 | 111,086 | 98,078 | ||||||||||
Cash Flows (Used in) Generated From Operating Activities
|
(90,011 | ) | 92,865 | (766,414 | ) | ||||||||
Cash Flows from Investing Activities
|
|||||||||||||
Equipment acquired
|
- | (27,522 | ) | ||||||||||
Cash Flows used in Investing Activities
|
- | - | (27,522 | ) | |||||||||
Cash Flows from Financing Activities
|
|||||||||||||
Stock subscriptions received
|
- | - | - | ||||||||||
Proceeds from issuance of common stock
|
2,500 | - | 794,762 | ||||||||||
Cash Flows Provided by Financing Activities
|
2,500 | - | 794,762 | ||||||||||
Net Increase (Decrease) in Cash
|
(87,511 | ) | 92,865 | 826 | |||||||||
Cash, Beginning of Period
|
88,337 | 509 | - | ||||||||||
Cash, End of Period
|
$ | 826 | $ | 93,374 | $ | 826 | |||||||
Supplemental Cash Flow Information
|
|||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | |||||||
Income taxes paid
|
$ | - | $ | - | $ | - | |||||||
Non-Cash Financing Transaction
|
|||||||||||||
Increase in paid-in capital from stock dividend
|
$ | - | $ | - | $ | 3,458,862 | |||||||
Increase in accumulated deficit for stock dividend
|
$ | - | $ | - | $ | 3,493,800 |
May 31, 2012
|
February 29, 2012
|
|||||||
Current exercise price
|
$
|
0.45CDN
|
$
|
0.45CDN
|
||||
Time to expiration (in years)
|
1.00
|
1.25
|
||||||
Risk-free interest rate
|
1.00
|
%
|
1.10
|
%
|
||||
Estimated volatility
|
99
|
%
|
93
|
%
|
||||
Dividend
|
NIL
|
0
|
||||||
Stock price at period end date
|
$
|
0.13CDN
|
$
|
0.23CDN
|
1.
|
General and administrative: These primarily consist of salaries, office supplies and telecommunication expenses. $39,275 of administrative expenses were incurred for the quarter as compared to $18,156 for the quarter ended May 31, 2011 while a total of $1,303,369 was incurred in the period from inception on February 14, 2007 to May 31, 2012.
|
2.
|
Travel: $84,217 of travel expenses were incurred for the quarter as compared to $1,885 for the quarter ended May 31, 2011 while a total of $751,522 was incurred in the period from inception on February 14, 2007 to May 31, 2012.
|
3.
|
Business development: $969 of business development expenses were incurred for the quarter as compared to $0 for the quarter ended May 31, 2011 while a total of $977,928 was incurred in the period from inception on February 14, 2007 to May 31, 2012.
|
4.
|
Professional fees: These primarily consist of legal, accounting and audit fees. $60,563 of professional fees were incurred for the quarter as compared to $140,481 for the quarter ended May 31, 2011 while a total of $1,039,172 was incurred in the period from inception on February 14, 2007 to May 31, 2012.
|
Exhibit Number
|
Exhibit Title
|
|
3.1
|
Articles of Incorporation (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008).
|
|
3.2
|
Bylaws (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008)
|
|
10.1
|
Buckley Declaration of Trust concerning our mineral claims (incorporated by reference from our Form 10-Q, filed on January 14, 2010)
|
|
31.a
|
Section 906 Certificate of CEO
|
|
31.b
|
Section 906 Certificate of CFO
|
|
32.a
|
Section 302 Certificate of CEO and CFO
|
|
101 | Interactive data files pursuant to Rule 405 of Regulation S-T. |
SILLENGER EXPLORATION CORP.
|
|
Date: July 13, 2012
|
“John Gillespie”
|
By:
|
John Gillespie, Director, President (Principal Executive Officer),
Principal Financial Officer and Principal Accounting Officer
|
Date: July 13, 2012
|
“John Gillespie”
|
By:
|
John Gillespie, Director, President (Principal Executive Officer),
Principal Financial Officer and Principal Accounting Officer
|
1.
|
I have reviewed this 10-Q of Sillenger Exploration Corp.;
|
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 small business issuer as of, and for, the periods presented in this report;
|
4.
|
The small business issuer's other certifying officer(s) 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 small business issuer 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 small business issuer, 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 small business issuer'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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
|
5.
|
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.
|
Date: July 13, 2012
|
“John Gillespie”
|
John Gillespie, Chief Executive Officer
|
1.
|
I have reviewed this 10-Q of Sillenger Exploration Corp.;
|
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 small business issuer as of, and for, the periods presented in this report;
|
4.
|
The small business issuer's other certifying officer(s) 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 small business issuer 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 small business issuer, 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 small business issuer'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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
|
5.
|
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.
|
Date: July 13, 2012
|
“John Gillespie”
|
John Gillespie, Chief Financial Officer
|
Date: July 13, 2012
|
“John Gillespie”
|
John Gillespie, Chief Executive Officer
|
|
Date: July 13, 2012
|
“John Gillespie”
|
John Gillespie, Chief Financial Officer
|
QI6OU^K]G:%M294BQ2VW.D#?1S^F&ZJT1D
M_0B;W9;5MM82<5T!P8:ZI5,Z\'<5>[O9A2PGQ];R[G<"L7;D(&Y.J]/?`@08
M!N\3IP/N\X@SM:L-:+4[5@%%>?^[`EG/$,?9"DBNQ=8"`8Z@V;4SXKD^JY/;
M8.H=IV7U-R)WYGD
Related Party Transactions
|
3 Months Ended |
---|---|
May 31, 2012
|
|
Notes to Financial Statements | |
Related Party Transactions |
Related Party Transactions
On April 28, 2011, Sillenger entered into an agreement with a former director to compensate him for his role in procuring the agreements with the government of the Republic of Equatorial Guinea. Under the terms of the agreement, Sillenger has agreed to pay $150,000 and issue 2,000,000 Sillenger common shares (note 5). The $150,000 payment was contingent upon raising $400,000 of equity financing. The $150,000 was recognized as an expense for the year ended February 29, 2012.
As of February 29, 2012, the Company had received advances of $49,598 from First African in accordance with the terms of the agreement signed with First African (“First African Agreement”) on September 16, 2011. Pursuant to the same agreement, as of February 29, 2012, the Company had advanced $48,480 to First African. The advance is for short-term working capital financing and is interest free. A former non-executive director of Sillenger is a part shareholder of First African.
Under the terms of the First African Agreement, First African has two primary obligations: one, assist Sillenger to procure and set-up country contracts in Africa and the Middle East and two, assist with the execution phase of the contracts procured. First African is entitled to a fee for the successful completion of each of the two phases. The Company and First African agreed to a fee of $950,000 for successful implementation of the set-up phase of the contract with the Republic of Benin dated November 25, 2011. The fee of $950,000 is due immediately and has been included as accounts payable as of May 31, 2012. Should this fee not be paid by November 30, 2012, the unpaid amount will be subject to an annual interest rate of 9%.
On June 5, 2012, the Company engaged the services of First African to assist in securing the project financing for the Company's Airborne Geophysical Survey project in Benin. The engagement specifies that Sillenger will pay a yet to be determined fee to First Africa upon successful closing of the financing. |