Pioneer Exploration Inc.
2700 Newport Boulevard, Suite 190
Newport Beach, California
92663
VIA EDGAR
February 22, 2012
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC
20549-4631
Attention: Ronald E. Alper
Dear Mr. Alper:
| Re: | Pioneer Exploration Inc. (the “Company”) |
| Form 8-K/A |
| Filed: January 20, 2012 |
| Form 10-Q for the Period Ended November 30, 2011 |
| Filed January 27, 2012 |
File No. 000-53784
Further to your comment letter dated February 9, 2012, the following are the responses to those comments. For convenience, the number of each response refers to the number of the comment in your letter. We are providing the following amendments for approval. Once our comments are cleared, we will update each of the following documents:
1. Form 8-K/A – 3rd Amendment (in triplicate);
2. redlined Form 8-K/A (in triplicate);
3. Form 10-Q/A – 1st Amendment (in triplicate);
4. redlined Form 10-Q/A (in triplicate); and
5. this comment letter (in duplicate).
General
1. The disclosure has been revised to clarify the relationship with Thermoforte Green LLC. See “Item 5. Directors and Executive Officers, Promoters and Control Persons” beginning on page 12 of both the Form 8-K/A and the EDGAR file.
2. IBA Green’s competitive advantage is its IBA Technology which utilizes Atomic Polymer chemistry applying nano-scale liquid ceramic polymer technology and the added ability to use the physical characteristics of the nano-ceramic molecule (Mesopouris Inorganic Polymer - MIP). The IBA technology manipulates IBA mechanical properties and the stabilization of IBA chemical structure into an inert and non-toxic aggregate.
3. The Company’s sole officer and director is Angelo Scola. The disclosure has been revised throughout both the Form 8-K/A and the Form 10-Q/A to indicate that the Company has one executive officer.
Item 1. Business, page 2
Products and Services, page 3
4. Use present tense on the technology; and future tense on applications – i.e. (from the SEC letter examples paragraph 4):
• “technology company that develops and utilizes technology…”
Technology company that has developed and will utilize technology . . .
• “proprietary process enables IBA Green to up-cycle…”
proprietary process that will enable .. . .
• “construction aggregate products that meet industry performance specifications…”
construction aggregate products that will meet industry performance specifications
Restated Financial Statements
5. The Company’s original pre-opening/deferred costs of $407,000 included costs prior to the Company’s incorporation in July 2011. Only the costs from July 2011 onwards were expensed in the revised financials. The costs incurred prior to July 2011 related to business development activities were paid for by the Company’s sole shareholder but there was no formal agreement to invoice the Company for these pre-incorporation activities.
6. The Company did not have title to the $878,000 of equipment as there was no agreement to transfer it from the shareholder to the Company. As such, it should not have been included in the Company in the first place. The initial carrying value of the patent of $641,000 was an unsupported estimate of fair value. As the purchase agreement between the Company and the shareholder was for nominal consideration and the patent did not have a clearly identifiable cost base, the transaction should be valued at $Nil. In addition, the Company did not acquire a patent but only the right to use the patent. The patent is still owned by the shareholder.
7. The notes payable were secured by the equipment and were not in the Company’s name nor were the notes formally assigned to the Company. The note holder has formally confirmed with a written letter that the Company is not liable for these notes. As the shareholder did not transfer the above assets and notes into the Company, the Paid-in Capital amount does not exist.
8. The requisite disclosure as requested has been filed under Item 4.02. Also, I confirm that the required disclosures of FASB ASC 250 have been included in the financial statements. In conjunction with the audit of the financial statements of IBA Green, Inc. (“IBA Green”) for the period ended August 31, 2011 by the Company’s independent registered public accounting firm, Manning Elliott LLP (“Manning Elliott”), the Company reviewed its accounting for assets, liabilities, equity and expenses. During this review, management identified possible errors in IBA Green’s accounting for assets, liabilities, equity and expenses and notified Manning Elliott and the Audit Committee of the Company’s Board of Directors. The modifications to the restated financial statements relate to assets, liabilities, deficit and net loss. The effect of these changes decreased assets by $1,926,000, decreased liabilities by $392,060, decreased equity by $1,533,940 and increased losses by $99,900. On February 20, 2012, the Audit Committee concluded, based on recommendations from management, that IBA Green’s audited financial statements for the period ended August 31, 2011 in Form 8-K filed on November 1, 2011 should no longer be relied on and should be restated. In addition, management notified its previous independent registered public accounting firm, Parmelee Poirier & Associates, LLP, which had rendered an audit report on the financial statements for fiscal 2011, of the matters discussed in this Form 8-K.
Change in Accountants
9. The required disclosure has been provided. See “Item 14. Changes in and Disagreements With Accountants” on page 19 of both the Form 8-K/A and the EDGAR file.
10. Manning Elliott LLP is a PCAOB registered firm licensed or with practice privilege in several States. They are the auditors of the Company, the legal parent of IBA Green, Inc.
Exhibit 99.2
Pro Forma Financial Statements
11. The accumulated deficit was adjusted as the additional paid-in capital had already been reduced to $nil. If the proforma is revised to adjust additional paid-in capital, it would result in an APIC deficit of $310,779 (debit balance). The debit balance results from the negative net book value of the acquiree, the Company.
Form 10-Q for the period ended November 30, 2011
12. The comparative balances for common stock and additional paid-in capital have been revised to take into account the capital structure of the legal acquirer, the Company. All other balances remained that of IBA Green, Inc., since the transaction was a reverse capitalization.
Evaluation of Disclosure Controls and Procedures
13. The Company’s disclosure controls and procedures were not effective for the period ended November 30, 2011. The disclosure has been revised accordingly. See “Item 4. Controls and Procedures” on page 11 of both the Form 10-Q/A and the EDGAR file.
I trust the above to be satisfactory. If you have any questions or require anything further please give me a call.
Sincerely,
Pioneer Exploration Inc.
Per: /s/ Angelo Scola
Angelo Scola
Chief Executive Officer