United states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] | quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 |
For the quarterly period endedMay 31, 2012
[ ] | transition report under section 13 0r 15(d) of the securities exchange act of 1934 |
For the transition period from to
Commission file number333-135743
Pioneer Exploration Inc. |
(Exact name of registrant as specified in its charter) |
Nevada (State or other jurisdiction of incorporation or organization) | 98-0491551 (I.R.S. Employer Identification No.) |
2700 Newport Boulevard, Suite 190, Newport Beach, California (Address of principal executive offices) | 92663 (Zip Code) |
877-700-0422 (Registrant’s telephone number, including area code) |
750 West Pender Street, Suite 202, Vancouver, British Columbia, Canada, V6C 2T7 (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 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
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.
Larger 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 [X] No
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
Class | Outstanding at July 13, 2012 |
common stock - $0.001 par value | 49,764,500 |
Pioneer Exploration Inc.
(A Development Stage Company)
May 31, 2012
(Unaudited)
| Index |
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| |
| |
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Consolidated Balance Sheets | F–1 |
| |
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Consolidated Statements of Operations | F-2 |
| |
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Consolidated Statements of Cash Flows | F-3 |
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Notes to the Consolidated Financial Statements | F-4 |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. dollars)
| May 31, 2012 $ | | August 31, 2011 $ |
| (Unaudited) | | |
ASSETS | | | |
| | | |
Cash | 11 | | 40 |
| | | |
Total Assets | 11 | | 40 |
| | | |
| | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | |
| | | |
Current Liabilities | | | |
| | | |
Accounts payable and accrued liabilities | 272,287 | | 25,000 |
Convertible notes payable (Note 6) | 171,000 | | – |
Loan payable (Note 7) | 21,694 | | – |
Due to related parties (Note 4(a)) | 408,864 | | 24,940 |
| | | |
Total Liabilities | 873,845 | | 49,940 |
| | | |
Going Concern (Note 1) | | | |
| | | |
Stockholders’ Deficit | | | |
| | | |
Preferred Stock, 10,000,000 shares authorized, $0.001 par value No shares issued and outstanding | – | | – |
No shares issued and outstanding | | | |
Common Stock, 65,000,000 shares authorized, $0.001 par value 49,764,500 (August 31, 2011 - 11,264,500) shares issued and outstanding | 49,765 | | 50,000 |
| | | |
Deficit Accumulated During the Development Stage | (923,599) | | (99,900) |
| | | |
Total Stockholders’ Deficit | (873,834) | | (49,900) |
| | | |
Total Liabilities and Stockholders’ Deficit | 11 | | 40 |
| | | |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)
| For the | For the | Accumulated from |
| Three Months | Nine Months | July 21, 2011 |
| Ended | Ended | (Date of Inception) |
| May 31, | May 31, | to May 31, |
| 2012 | 2012 | 2012 |
| $ | $ | $ |
| | | |
Revenue | – | – | – |
| | | |
Expenses | | | |
| | | |
Consulting fees | 22,500 | 22,500 | 22,500 |
General and administrative | 3,382 | 6,061 | 8,369 |
Management fees (Note 4(b)) | 101,935 | 381,875 | 440,375 |
Professional fees | (1,781) | 81,725 | 107,471 |
Rent | 9,000 | 21,000 | 21,000 |
Travel | – | 1,469 | 14,815 |
| | | |
Total Expenses | (135,036) | (514,630) | (614,530) |
| | | |
Other Income | | | |
| | | |
Foreign exchange gain | 764 | 4,286 | 4,286 |
| | | |
Net Loss | (134,272) | (510,344) | (610,244) |
| | | |
| | | |
Net Loss Per Share – Basic and Diluted | (0.00) | (0.01) | |
| | | |
| | | |
Weighted Average Shares Outstanding | 49,764,500 | 40,288,803 | |
| | | |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
| | | |
| | For the | Accumulated from |
| | Nine Months | July 21, 2011 |
| | Ended | (Date of Inception) |
| | May 31, | to May 31, |
| | 2012 | 2012 |
| | $ | $ |
| | | |
Operating Activities | | | |
| | | |
Net loss | | (510,344) | (610,244) |
| | | |
Adjustment to reconcile net loss to net cash used in operating activities: | | | |
| | | |
Shares issued for services | | – | 50,000 |
| | | |
Changes in operating assets and liabilities: | | | |
| | | |
Accounts payable and accrued liabilities | | 103,924 | 128,924 |
Due to related parties | | 405,618 | 430,558 |
| | | |
Net Cash Used In Operating Activities | | (802) | (762) |
| | | |
Investing Activities | | | |
| | | |
Cash acquired on reverse capitalization | | 773 | 773 |
| | | |
Net Cash Provided by Investing Activities | | 773 | 773 |
| | | |
Increase (Decrease) in Cash | | (29) | 11 |
| | | |
Cash - Beginning of Period | | 40 | – |
| | | |
Cash - End of Period | | 11 | 11 |
| | | |
| | | |
Supplemental Disclosures | | | |
| | | |
Interest paid | | – | – |
Income taxes paid | | – | – |
| 1. | Nature of Operations and Going Concern |
Pioneer Exploration Inc. (the “Company”) was incorporated in the State of Nevada on June 9, 2005. On October 28, 2011, the Company closed a reverse capitalization transaction with IBA Green Inc. (“IBA”), a privately-held company incorporated on July 21, 2011, under the laws of the State of Delaware (see Note 3). In accordance with the reverse capitalization, the Company issued 38,500,000 shares of common stock to the shareholder of IBA in exchange for 100% of the issued and outstanding shares of common stock of IBA.
The Company is a Development Stage Company, as defined by Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 915,Development Stage Enterprises. The Company’s past and planned future principal business is providing the safe disposal of waste products by creating commercially viable green products.
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, 2012, the Company has a working capital deficiency of $873,834 and has an accumulated deficit of $923,559 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 2. | Summary of Significant Accounting Policies |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, IBA Green Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is August 31. These financial statements present the net assets and operations of IBA Green Inc. from the periods from inception on July 21, 2011 to May 31, 2012 since the net assets and operations of IBA Green Inc. are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 3. Accordingly, IBA Green Inc. is deemed to have acquired the net assets of Pioneer Exploration Inc. on October 28, 2011. The comparative figures as at and for the period ended August 31, 2011 are those of IBA Green Inc. alone.
| b) | Interim Financial Statements |
The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2011, included in the Company’s Annual Report on Form 10-K filed on December 14, 2011 with the SEC.
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the recovery of financial assets, donated expenses, deferred income tax asset valuation allowances and fair value measurements. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
2. Summary of Significant Accounting Policies (continued)
| d) | Cash and Cash Equivalents |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
In accordance with ASC 360,Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Patents are stated at cost and have a definite life. Once the Company receives patent approval, amortization is calculated using the straight-line method over the remaining life of the patents.
| g) | Financial Instruments and Fair Value Measurements |
ASC 825,Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable, amounts due to related parties, loan payable and convertible notes payable.
| 2. | Summary of Significant Accounting Policies (continued) |
| g) | Financial Instruments and Fair Value Measurements (continued) |
Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of accounts payable, convertible notes payable and amounts due to related parties approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of May 31, 2012 as follows:
| Fair Value Measurements Using |
| Quoted Prices in | Significant | | |
| Active Markets | Other | Significant | |
| For Identical | Observable | Unobservable | Balance |
| Instruments | Inputs | Inputs | May 31, |
| (Level 1) $ | (Level 2) $ | (Level 3) $ | 2012 $ |
Assets: | | | | |
Cash | 11 | – | – | 11 |
As at May 31, 2012, there were no liabilities presented on the Company’s balance sheet on a recurring basis.
Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
| i) | Foreign Currency Translation |
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 830,Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
ASC 220,Comprehensive Income establishes standards for the reporting and display of other comprehensive income and its components in the financial statements. During the periods ended May 31, 2012 and August 31, 2011, the Company had no items that represent other comprehensive income.
| 2. | Summary of Significant Accounting Policies (continued) |
| k) | Basic and Diluted Net Income (Loss) Per Share |
The Company computes net income (loss) per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at May 31, 2012, the Company had 521,667 potentially dilutive shares outstanding.
| l) | Stock-based Compensation |
In accordance with ASC 718,Compensation – Stock Based Compensationand ASC 505,Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.
| m) | Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 3. | Acquisition of IBA Green Inc. |
On October 28, 2011, the Company acquired 100% of IBA Green Inc. (“IBA”) in exchange for 38,500,000 shares of common stock (the “Acquisition”). IBA’s past and planned future principal business is providing the safe disposal of waste products by creating commercially viable green products.
The former shareholder of IBA held 77% of the total issued and outstanding common shares of the Company immediately following the Acquisition. The Acquisition was a capital transaction in substance and therefore has been accounted for as a reverse capitalization, which is outside the scope ASC 805, Business Combinations. Under reverse capitalization accounting, IBA is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of IBA since inception.
The comparative figures as at August 31, 2011 and for the period from inception on July 21, 2011 to August 31, 2011 are those of IBA Green Inc. and IBA Green Inc. is deemed to be the continuing entity for accounting purposes.
The assets acquired and liabilities assumed from Pioneer are as follows:
| $ |
| |
Cash | 773 |
Accounts payable | (111,068) |
Accrued liabilities | (32,296) |
Convertible notes payable | (171,000) |
| |
Net liabilities assumed | (313,591) |
| 4. | Related Party Transactions |
| a) | As at May 31, 2012, the Company is indebted to the President of the Company and a company under common control for $408,864 (August 31, 2011 - $24,940), representing management fees and expenditures paid on behalf of the Company. These amounts are unsecured, non-interest bearing, and due on demand. |
| b) | During the period ended May 31, 2012, the Company incurred management fees of $381,875 provided by an officer of the Company. |
On October 28, 2011, the Company acquired a CDN$100,000 non-interest bearing promissory note due May 31, 2010, as part of the Acquisition transaction. As at May 31, 2012, the Company has not yet received payment. The Company believes ultimate collection of the amount receivable is not reasonably assured and, therefore, has recorded an allowance against the balance at May 31, 2012.
| 6. | Convertible Notes Payable |
| a) | On October 28, 2011, the Company assumed a $50,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on November 20, 2008, and is convertible into 200,000 common shares of the Company at $0.25 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
| b) | On October 28, 2011, the Company assumed a $50,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on February 19, 2009, and is convertible into 41,667 common shares of the Company at $1.20 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
| c) | On October 28, 2011, the Company assumed a $36,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on May 15, 2009, and is convertible into 20,000 common shares of the Company at $1.80 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
| d) | On October 28, 2011, the Company assumed a $15,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on May 6, 2011, and is convertible into 60,000 common shares of the Company at $0.25 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
| e) | On October 28, 2011, the Company assumed a $10,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on July 14, 2011, and is convertible into 100,000 common shares of the Company at $0.10 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
| f) | On October 28, 2011, the Company assumed a $10,000 promissory note payable as part of the Acquisition transaction. The note was originally issued on August 23, 2011, and is convertible into 100,000 common shares of the Company at $0.10 per share at the holder’s option. The note is non-interest bearing, unsecured and is payable on demand. |
At May 31, 2012, the Company owed $21,694 (CDN - $22,000) (August 31, 2011 - $nil) to a former Director of the Company. The loan is unsecured, non-interest bearing and due on demand.
On October 28, 2011, the Company completed a share exchange agreement whereby the Company acquired 5,000,000 of the issued and outstanding common shares of IBA. As part of the share exchange agreement, the Company issued 38,500,000 shares of common stock of the Company to the shareholder of IBA.
Pioneer ExplorationInc.
Item 2.Management'sDiscussion andAnalysisofFinancialConditionandResultsofOperation.
The followingdiscussionofPioneer'sfinancial condition, changes in financial condition andresults ofoperations for thenine months ended May 31, 2012 should beread in conjunction with Pioneer's unaudited financial statements and related notes for the nine months ended May 31, 2012.
Forward Looking Statements
This quarterly report onForm 10-Qcontains forward-looking statements within the meaning of Section 27Aof theSecurities Act of1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding Pioneer's capital needs, businessplansandexpectations. Such forward-looking statementsinvolve risks and uncertainties regarding Pioneer's ability to carry outits planned exploration programsonits mineral properties. Forward-looking statements aremade, without limitation, in relation to Pioneer'soperating plans, Pioneer'sliquidity andfinancial condition, availability of funds, operating and exploration costs and the market in which Pioneer competes. Any statements contained herein that arenot statements of historical facts may be deemed to be forward looking statements. In some cases,you canidentify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate","predict", "potential" or"continue", the negative ofsuch terms or othercomparable terminology.Actual events or results may differ materially. In evaluatingthese statements, you should consider variousfactors, including therisks outlined below, and, from time to time, in other reports Pioneer files withtheSEC.These factors may cause Pioneer’s actual results to differ materially from anyforward-lookingstatement. Pioneer disclaims any obligation topublicly update these statements, or disclose any difference between its actualresults andthose reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Actof1995. Given these uncertainties, readers arecautioned not toplace undue reliance on such forward-looking statements.
Overview
Pioneer was incorporated in the State of Nevada on June 9,2005.
IBA Green, Inc. was incorporated in the State of Delaware on July21, 2011.
Pioneer is aholding company with itssole business being the management of IBA Green's business. IBA Green is a development stage company. IBA Green's principal business isthe development and utilization of technology designedtobeused in the treatment and conversion ofincinerated bottom ash.
Currently, neither Pioneer nor IBA Green have any manufacturingfacilities,operations, suppliers, products, orcustomers, nor any current meansofgenerating revenues.
Plan of Operation
Neither Pioneer nor IBA Green have had any significant revenues generated from its business operations since inception. Management expects thatthe revenues generated from IBA Green's business for the next 12 months will not be enough for its required working capital. Until IBA Green isable to generate any consistent andsignificant revenueit will berequired toraise additional funds by way of equity or debt financing.
At any phase, if IBA Green finds that itdoes not have adequate funds to complete aphase it may have tosuspenditsoperations andattempt to raise moremoney so it can proceed with its business operations. If IBA Green cannot raise the capital to proceed it may have tosuspend operations until ithas sufficient capital.
To become profitable and competitive, IBA Green needs to continue to develop andadvance the IBAAggregates to apoint where theycan be soldcommercially. To achieve thisgoal, Pioneer has prepared thefollowing phasesfor its plan of operation for the next 12 months:
1. Phase One.
In Phase One IBA plans to(1) complete negotiations and sign contracts for thepurpose of acquiring IBA'sandconverting the IBA's into commercially viable products; and (2) obtain laband office space.
IBA Green has budgeted $450,000 for this phase and expects it to take three months to complete, withcompletion expectedwithin the first threemonths of IBA Green's plan ofoperation.
2. Phase Two.
In Phase Two IBA plans to(1) conduct and complete analytical laboratory testing on IBA's, including gathering andshippingthe IBA samples andconducting initial characterization testing onthe IBA samples; (2) develop the requisite chemistry to stabilize the IBA's; (3) developthe IBAAggregates and other products that areof the highest quality andrepresent the best usefor the particular IBA; (4)begin thelong-term environmental compliance testing; and (5) develop andmarket IBA Green's business.
The development of the IBA Green's business will consist ofidentifyingpotential viable target markets, producing alist of equipment required in the particular target markets, and identifyingpotentialsuppliers andequipment providers. Target markets will be identified based (a) the dailyvolume ofash produced at the generation facility and (b)the absorption marketrate and price pointofthe product that can be manufactured.
Simultaneously, IBA Green will develop and populate its website (www.ibagreen.com) with information regarding its business and products.
IBA Green has budgeted $550,000 for this phase and expects it to take three months to complete, withcompletion expectedwithin the first six months of IBA Green'splan of operation.
3. Phase Three
In Phase ThreeIBA plansto (1) retain production engineers and industrial engineers to design theequipment and line specificationfor aprototypethatwill convert the IBA's into IBA Aggregate or other products; (2) acquire the mechanical engineering hardware; (3)build and assemble aproduction prototype; and (4) furtherdevelopment and marketing IBA Green's business and products.
IBA Green has budgeted $500,000 for this phase and expects it to take three months to complete, withcompletion expectedwithin thelast six months of IBA Green’s plan ofoperation.
4. Phase Four
In Phase Four IBA plans to(1)set up the on-site manufacturing prototype for the conversion of the IBA's into IBAAggregates andother products; (2)perform further testing onthe IBA Aggregates and other products manufactured on-site to confirm they are the highest quality and best-use site specific tothe particular IBA; (3) complete third party laboratory product testing for certification; and(4) continued development and marketingof IBA Green's business and products.
IBA Green has budgeted $2,000,000 forthis phase andexpectsit totake threemonths to complete, withcompletion expectedwithin the lastthree months of IBA Green's plan ofoperation.
Financial Condition
As at May 31, 2012, Pioneerhad a cashbalance of$11. During the 12 month periodfollowing thedate of this current report, management anticipates that neither PioneernorIBAGreen willgenerate any revenue. Accordingly, Pioneer willbe required to obtain financing in order to continueits planof operations. Mr. Scola believesthat debt financing will not bean alternativefor fundingPioneer's plan of operations as it doesnot havetangible assets tosecure any debt financing. Rather management anticipates that additional fundingwillbe in the form of equityfinancing from the sale of Pioneer's common stock. If Pioneer is successful in completing an equity financing, existing shareholders will experience dilutionof their interestin Pioneer. However, Pioneerdoes not haveany financing arrangedand cannot provideinvestors withany assurance that it willbeable to raise sufficient financing from the sale of Pioneer's common stock to finance theplanof operations. In theabsence of such financing, Pioneerwill not beable to implementits plan of operation and thebusinessplan will fail.
In addition, management anticipates incurring thefollowingexpenses during the next 12 monthperiod:
Management anticipates spending approximately$3,000 in ongoinggeneral and administrative expenses per month for the next 12 months, for atotal anticipated expenditure of $36,000 over the next 12 months. Thegeneral and administrative expenses for theyear will consist primarily ofprofessional fees for the audit and legal workrelating to Pioneer's regulatory filings throughout the year, as well astransfer agent fees and general office expenses.
Management anticipates spending approximately$12,000 in complyingwith Pioneer’s obligations as areporting company under theSecurities Exchange Act of1934. These expenseswill consist primarilyof professional fees relating tothe preparation of Pioneer's financial statements and completing its annual report,quarterly report, and current report filings withthe SEC.
As at May 31, 2012, Pioneer had cash of $11 and a working capital deficit of $873,834. Accordingly, Pioneer will require additional financingin the amount of $921,823 in order to fund its obligations as a reporting companyunder theSecurities Act of 1934andits general and administrativeexpenses for the next 12 months.
Risk Factors
Pioneer is a smaller reporting companyas defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required underthisitem. Aninvestment in Pioneer's common stockinvolves a number ofvery significant risks. For a general overview of some of these riskfactors prospective investors should refer tothe riskfactors disclosed in Pioneer's Form SB-2/A filed on February 20,2007 andPioneer's Form 10-KSB filed on December 11, 2007.
Liquidity and Capital Resources
Cash and Working Capital
As at May 31, 2012 Pioneerhad cash of $11and a working capital deficitof $873,834, compared to cash of $40 andworking capital deficitof $49,900 as at August 31, 2011. The increasein theworkingcapital deficit was primarily due to an increase of accounts payable andaccruedliabilities, convertible notes payable, loan payable and the amounts due to related parties. Assets consisted solelyof $11 in cash and theliabilities consistedof $272,287in accounts payable and accrued liabilities, $171,000 in convertible notes payable, $21,694 in loan payable and $408,864 in due to related parties.
Pioneer will needto raise additionalcapital to executeits plan of operation. As describedabove,for thenext 12months Pioneer plans on securing contracts for thepurpose of acquiring IBA's and converting theIBA'sintocommercially viableproducts, testing and stabilizing IBA,developing IBAAggregates, designing and building production equipment, and testingand manufacturing IBA Aggregates, all at an estimatedcost of $3.50 million. If Pioneer does not receive sufficientfunding on a timelybasis, itcould have amaterial adverse effecton its liquidity, financial condition and business prospects. Additionally, if Pioneer receivesfunding, it may be on termsthatare not favorableto Pioneer and its stockholders. There are no assurancesthatPioneerwillbe able to achieve further sales of itscommon stock oranyotherform of additional financing. IfPioneer is unable to achieve the financing necessary to continue its plan of operations, thenPioneer willnot be ableto continue withthe development ofitsassets,and its businesswill fail.
Net Cash (Used in) Provided byOperating Activities
Pioneer used net cash of $802 in operating activities during the first nine months of fiscal 2012 compared tonet cash of $40 provided by operating activities during thefiscalyear ended August 31, 2011. Theincrease in cash used in operating activities was principally aresult of a net loss inoperations, which was offset by$50,000 for sharesissued for services,an increase of $103,924 in accounts payableandaccrued liabilities andan increase of $405,618 in dueto related parties.
Net Cash Provided byInvesting Activities
Net cash provided by investing activities was$773 forthe first nine months of fiscal 2012 compared to net cash of $nil provided by investing activities duringthe fiscal year ended August 31, 2011. The increase in the investing activities was aresult of an increase of $773 in cash acquired onreversecapitalization.
Net Cash Provided by FinancingActivities
Net cash provided byfinancing activities was $nil for thefirst nine months of fiscal 2012 compared to net cash of $nil provided by financing activities duringthe fiscal year ended August 31, 2011.
Results of Operations - nine months ended May 31,2012
References to thediscussion belowto fiscal 2012aretoPioneer's current fiscal year, which will end on August 31, 2012. References to fiscal 2011 areto Pioneer's fiscal year ended August 31, 2011.
| For the | For the | Accumulated from |
| Three Months | Nine Months | July 21, 2011 |
| Ended | Ended | (Date of Inception) |
| May 31, | May 31, | to May 31, |
| 2012 | 2012 | 2012 |
| $ | $ | $ |
| | | |
Revenue | – | – | – |
| | | |
Expenses | | | |
| | | |
Consulting fees | 22,500 | 22,500 | 22,500 |
General and administrative | 3,382 | 6,061 | 8,369 |
Management fees | 101,935 | 381,875 | 440,375 |
Professional fees | (1,781) | 81,725 | 107,471 |
Rent | 9,000 | 21,000 | 21,000 |
Travel | – | 1,469 | 14,815 |
| | | |
Total Expenses | (135,036) | (514,630) | (614,530) |
| | | |
Other Income | | | |
| | | |
Foreign exchange gain | 764 | 4,286 | 4,286 |
| | | |
Net Loss | (134,272) | (510,344) | (610,244) |
| | | |
| | | |
Net Loss Per Share – Basic and Diluted | (0.00) | (0.01) | |
| | | |
| | | |
Weighted Average Shares Outstanding | 49,764,500 | 40,288,803 | |
| | | |
General and Administrative
General and administrative expenses arethe general office and operational expenses of Pioneer. They include bank charges, filing and transfer agentfees, and website costs.
Professional Fees
Professional expenses included legal, accounting and auditing expenses associated with Pioneer's corporate organization, the preparation of itsfinancial statements, and its ongoing reporting obligations underthe Securities Exchange Act of 1934.
Foreign Exchange
Foreign exchange consists of foreignexchange gains and losses that arisefrom settling transactions undertaken by Pioneer in currencies other than the USdollar.
Going Concern
Pioneer has not attained profitable operations andis dependent uponobtaining financing to pursue anyextensive business activities. Forthese reasons Pioneer's auditors statedin their report for theyear-endAugust 31, 2011 thatthey have substantial doubt Pioneer will be able to continueas agoing concern.
Future Financings
Management anticipates continuing to rely onequitysales of Pioneer's common stock in order to continue to fund its business operations. Issuances ofadditional common stock will resultin dilution toPioneer's existing stockholders. There is no assurance that Pioneer will achieve any additional sales of its common stock or arrange for debtor otherfinancing to fund its planned activities.
Off-balance Sheet Arrangements
Pioneer has no significant off-balance sheet arrangementsthathave or are reasonably likely to have a current orfuture effect onits financial condition, changes in financial condition,revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resourcesthat is material to stockholders.
Material CommitmentsforCapital Expenditures
Pioneer had no contingencies or long-term commitments at May 31, 2012.
Disclosure of Contractual Obligations
Pioneer is a smaller reporting companyas defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required underthisitem.
Critical Accounting Policies
Pioneer's financialstatements and accompanyingnotes are prepared in accordancewith generally accepted accounting principles in theUnited States. Preparing financial statements requires Management to make estimates and assumptions that affect thereported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affectedby Management’s applicationof accounting policies. Management believes that understanding the basis and nature ofthe estimates and assumptions involved with the following aspects of Pioneer’s financial statementsis critical to an understanding of Pioneer’s financial statements.
Use ofEstimates
The preparation of financial statements in accordance with United States generally acceptedaccounting principles requiresmanagement to make estimates and assumptions that affect thereported amounts of assets and liabilities atthe date of the financial statements and thereportedamounts of revenue and expensesin thereporting period.Pioneer regularlyevaluates estimates and assumptionsrelatedto therecovery of financial assets,donatedexpenses,deferred incometaxasset valuation allowances,and fairvaluemeasurements. Pioneer bases itsestimates and assumptions on current facts,historical experienceandvarious otherfactors thatManagementbelieves to be reasonable underthe circumstances, theresults of which form thebasis for making judgmentsabout thecarryingvaluesof assets and liabilities and theaccrual of costsand expensesthat are not readily apparent from othersources. The actual results experiencedby Pioneer may differ materially and adverselyfrom Pioneer’s estimates. To theextent there are material differences between theestimates and theactual results,future results of operationswillbeaffected.
Patents
Patents are stated atcost and have a definite life. Once Pioneer receives patent approval, amortization is calculated using the straight-line method over the remaining lifeof the patents.
Long-Lived Assets
In accordance with ASC 360,Property, Plant, and Equipment,the Companytests long-lived assets or asset groups for recoverability when events or changesin circumstances indicate that their carrying amount may not be recoverable. Circumstances that could trigger areview include, but are not limited to: significant decreases in themarket price ofthe asset; significant adverse changesin the business climate orlegal factors; accumulationofcosts significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of lossesor a forecast ofcontinuing losses associated withthe use of the asset;and current expectation thatthe asset will morelikely than not be sold or disposed significantlybefore the end of its estimated useful life.Recoverability is assessed based on the carrying amount
of the assetand itsfair value that is generally determinedbased on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well asspecific appraisal in certain instances. Animpairment lossis recognized when the carrying amount is notrecoverable and exceeds fair value.
Item 3.Quantitativeand Qualitative Disclosures About Market Risk.
Pioneer is a smaller reporting companyas defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required underthisitem.
Item 4. Controlsand Procedures.
Evaluation ofDisclosure Controls andProcedures
Pioneer maintains "disclosure controls andprocedures," assuch termis defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the" Exchange Act"), that are designed to ensure that information required tobe disclosed in Pioneer's Exchange Act reportsis recorded,processed, summarized and reported within thetime periods specified in the Securities andExchange Commission rules and forms, and that such information is accumulatedand communicated to Angelo Scola,Pioneer's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection withthepreparation of this quarterly report on Form 10-Q, an evaluation was carried out by management on the effectiveness of Pioneer's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of May 31,2012.
Based on that evaluation,management concluded, as ofthe end of theperiod covered by this report, that Pioneer's disclosure controls andprocedures werenot effective inrecording, processing, summarizing, and reporting information required to be disclosed,within the time periods specified in the SEC rules and forms and that such information was not accumulatedor communicated to management to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
As ofthe end of theperiod covered by this report, there have been no changes in Pioneer's internal controls over financial reporting during the quarter ended May 31,2012,that materially affected, or arereasonably likely tomaterially affect, Pioneer's internal control over financial reporting subsequent tothe dateof the last evaluation.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings.
Pioneer is not a party to any pending legal proceedings and, to the best of Pioneer’s knowledge, none of Pioneer's property or assets are the subject of any pending legal proceedings.
Item lA. RiskFactors.
Pioneer is a smaller reporting companyas defined by Rule 12b-2 of theExchange Act and is not required to provide the information requiredunder this item.
Item 2. Unregistered Sales ofEquity Securities and Use of Proceeds.
During the quarter of the fiscal year covered by this report, (i) Pioneer did not modify the instruments defining therights ofits shareholders,(ii) no rights ofany shareholders werelimited or qualified by anyotherclass of securities, and (iii) Pioneer did not sellany unregistered equity securities, withthe exception ofthe following:
Share Purchase of IBA Green, Inc.
On October 28, 2011, the board of directors approved the Share Purchase Agreement with Angelo Scola for the purchase andsaleof all of the issued and outstandingshares inthe capital of IBAGreen inconsiderationof the issuance of38.5 million restricted shares in the capital of Pioneer to Scola. For the issuance of shares to Mr.Scola, Pioneer reliedupon Section 4(2) of the Securities Actof1933. Pioneer is satisfied that ithas complied with the requirementsof the exemption fromtheregistrationand prospectus delivery of the Securities Act of1933. The issuance of shares wasnot apublic offering andwas not accompanied by any general advertisement or any general solicitation. All securities issued were endorsed with a restrictive legend confirming thatthe securities could not be resold without registration under the Securities Act of 1933or an applicable exemption from theregistration requirements of the Securities Act of 1933. SeeExhibit 10.13- Share Purchase Agreement for more details.
Item 3. Defaults Upon Senior Securities.
During the quarter of the fiscal year covered bythis report,no material default has occurred with respect to any indebtednessof Pioneer. Also, during this quarter, no material arrearage in the payment of dividends has occurred.
Item 4. (Removed and Reserved).
Item 5. Other Information.
During the quarter of the fiscal year covered bythis report, Pioneer reported all information that wasrequired to be disclosed in a report on Form 8-K.
Pioneer has adopted a new code of ethics thatapplies to all its executiveofficers and employees, including its CEO and CFO. See Exhibit 14- Code of Ethicsfor more information. Pioneer undertakes to provide anyperson with a copy of its financial code of ethics free ofcharge. Please contact Pioneer at (877) 700-0422 to request acopyof Pioneer'scode of ethics. Managementbelieves Pioneer’s code of ethics is reasonably designedto determinedwrong doing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosurein public reports; comply with applicable laws;ensure prompt internal reporting ofcode violations; and provide accountability for adherence to the code.
Item 6. Exhibits
(a)Index toandDescription ofExhibits
All Exhibits required tobefiled withthe Form 10-Q are included inthis quarterly report orincorporatedby reference to Pioneer’s previous filings withthe SEC. which can befound in their entirety at the SEC website atwww.sec.govunder SEC File Number
333-135743.
Exhibit 3.1 | Description Articles of Incorporation.filed as an exhibit toPioneer’s registration statement on Form SB-2 filed on | Status Filed |
| July 13. 2006 and incorporatedherein by reference. | |
3.2 | By-Laws filed as an exhibittoPioneer’s registration statement on Form SB-2filed on July 13. 2006. and incorporated herein by reference. | Filed |
10.1 | Property Purchase Agreement dated August 25. 2005filed as an exhibit toPioneer’s registration statement on Form SB-2 filed on July 13.2006 and incorporated herein by reference. | Filed |
10.2 | Declaration of Trust. filed as an exhibit toPioneer’s registration statement on Form SB-2 filed on July | Filed |
| 13. 2006. and incorporated herein by reference. | |
10.3 | Geological Report onthe Pipe Claims. filed as an exhibittoPioneer’s registration statement on Form | Filed |
| SB-2 filed on July 13. 2006 and incorporated herein by reference. | |
10.4 | Letter Agreement dated November 5. 2008 between Pioneer Exploration Inc. andScottMacleod. filed as an exhibit toPioneer’s Form 8-K (Current Report) filed on November 13. 2008. and incorporated herein by reference. | Filed |
10.5 | Letter Agreement dated November 5. 2008 between Pioneer Exploration Inc. and Ian McGavney filed as an exhibit toPioneer’sForm 8-K (Current Report) filed on November 13. 2008 and incorporated herein by reference. | Filed |
10.6 | Share Purchase Agreement dated November 20. 2008 between Pioneer Exploration Inc. andScott Macleod. filed as an exhibit toPioneer’s Form 8-K (Current Report) filed on November 26. 2008. and incorporated herein by reference. | Filed |
10.7 | Share Purchase Agreement dated November 20. 2008 between Pioneer Exploration Inc. and Ian McGavney. filed as an exhibit toPioneer’s Form 8-K (Current Report) filed on November 26. 2008 and incorporated herein by reference. | Filed |
10.8 | Promissory Note dated November 20. 2008 given toTiger Ventures GroupLtd. by Pioneer Exploration Inc.• filed as an exhibit toPioneer’s Form 10-K (Annual Report) filed on December 2. 2008 and incorporated herein by reference. | Filed |
10.9 | Promissory Note datedFebruary 19.2009 given toBlue Cove Holdings Inc. by Pioneer Exploration Inc.• filed as an exhibit toPioneer’s Form 10-K (Annual Report) filed on December 10. 2009. and incorporated herein by reference. | Filed |
10.10 | Promissory Note dated May 15. 2009 given to Blue Cove Holdings Inc.by Pioneer Exploration Inc.. filed as an exhibit toPioneer’s Form 10-K (Annual Report) filed on December 10. 2009. and incorporated herein by reference. | Filed |
10.11 | Share Purchase Agreement andPromissory Note dated November 30. 2009between Pioneer Exploration Inc. andSkyeCapital Corporation. filed as an exhibitto Pioneer’s Form 10-K (Annual Report) filed on December 10. 2009. and incorporated herein by reference. | Filed |
10.12 | Letter Agreement dated October 7. 2011 between Pioneer and Angelo Scola filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed onOctober 12. 2011. and incorporated herein by reference | Filed |
10.13 | Share Purchase Agreement dated October 28. 2011 between Pioneer and Angelo Scola filed as an exhibitto Pioneer’s Form 8-K (Current Report) filed on November 1. 2011. and incorporated herein by reference. | Filed |
14 | Code of Ethics, filed as an exhibitto Pioneer's Form 10-Q(QuarterlyReport) filed on Aprill6,2008 | Filed |
| and incorporated herein by reference. | |
31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of2002. | Included |
32 | Certification pursuant to18 U.S.C. Section 1350, as adoptedpursuanttoSection 906 of the Sarbanes- Oxley Act of 2002. | Included |
99.1 | Disclosure Committee Charter, filed as an exhibitto Pioneer's Form 10-Q (QuarterlyReport) filed on April 20, 2009, and incorporated herein by reference. | Filed |
101 * | Financial statements from the quarterly reporton Form I 0-Q of Pioneer Exploration Inc. for the quarter | Included |
| ended May 28, 2012 formatted inXBRL: (ii) the Consolidated BalanceSheets, (ii) the Consolidated Statements of Operations; and (iii)the Consolidated Statements of Cash Flows. | |
*In accordance with Rule 406T of RegulationS-T, the XBRL ("eXtensible Business Reporting Language") related information
is furnished and notfiled or part ofa registration statement or prospectus for purposes of Sections 11or 12 of the Securities Act of 1933, isdeemed not filed for purposesof Section 18 of the Securities ExchangeAct of 1934, and otherwise is not subject to liability underthese sections.
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, Pioneer Exploration Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
Pioneer Exploration Inc.
Dated: | July 16, 2012 |
By: | /s/ Angelo Scola |
Name: | Angelo Scola |
Title: | CEO and CFO |
| (Principal Executive Officer and Principal Financial Officer) |
Exhibit 31
Pioneer Exploration Inc.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Angelo Scola, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ending May 31, 2012 of Pioneer Exploration 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 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 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(s) 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: | July 16, 2012 |
By: | /s/ Angelo Scola |
Name: | Angelo Scola |
Title: | Chief Executive Officer |
Exhibit 31
Pioneer Exploration Inc.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Angelo Scola, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ending May 31, 2012 of Pioneer Exploration 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 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 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(s) 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: | July 16, 2012 |
By: | /s/ Angelo Scola |
Name: | Angelo Scola |
Title: | Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”) on Form 10-Q for the period ending May 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angelo Scola, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) 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 Company.
Dated: | July 16, 2012 |
By: | /s/ Angelo Scola |
Name: | Angelo Scola |
Title: | Chief Executive Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”) on Form 10-Q for the period ending May 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angelo Scola, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) 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 Company.
Dated: | July 16, 2012 |
By: | /s/ Angelo Scola |
Name: | Angelo Scola |
Title: | Chief Financial Officer |