United states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
1st Amendment
(Mark One)
| [ X ] | quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 |
For the quarterly period ended February 29, 2012
| [ ] | transition report under section 13 0r 15(d) of the securities exchange act of 1934 |
For the transition period from to
Commission file number 333-135743
| 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 April 15, 2012 |
| common stock - $0.001 par value | 49,764,500 |
| 1 |
Pioneer Exploration Inc.
Form 10-Q
part I – financial information
Item 1. Financial Statements.
pioneer exploration inc.
(A Development Stage Company)
consolidated FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
Index
Consolidated Balance Sheets F-1
Consolidated Statements of Operations F-2
Consolidated Statements of Cash Flows F-3
Notes to the Consolidated Financial Statements F-4
| 2 |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. dollars)
|
February 29, 2012 $ |
August 31, 2011 $ | ||
| (Unaudited) | (Unaudited – See Note 3) | ||
| ASSETS | |||
| Cash | 43 | 3,234 | |
| Total Assets | 43 | 3,234 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
| Current Liabilities | |||
| Accounts payable | 163,404 | 19,298 | |
| Accrued liabilities | 125,175 | 57,300 | |
| Convertible notes payable (Note 6) | 171,000 | 171,000 | |
| Due to related parties (Note 4(a)) | 263,690 | 116,550 | |
| Total Liabilities | 723,269 | 364,148 | |
| Going Concern (Note 1) | |||
| Stockholders’ Deficit | |||
|
Preferred Stock, 10,000,000 shares authorized, $0.001 par value 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 | 49,765 | |
| Additional Paid-In Capital | – | - | |
| Deficit Accumulated During the Development Stage | (772,991) | (410,679) | |
| Total Stockholders’ Deficit | (723,226) | (360,914) | |
| Total Liabilities and Stockholders’ Deficit | 43 | 3,234 | |
(The accompanying notes are an integral part of these financial statements)
| F-1 |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)
| For the | Accumulated from | ||
| Six Months | July 21, 2011 | ||
| Ended | (Date of Inception) | ||
| February 29, | to August 31, | ||
| 2012 | 2011 | ||
| $ | $ | ||
| Revenue | – | – | |
| Expenses | |||
| General and administrative | 2,679 | 2,308 | |
| Management fees (Note 4(b)) | 279,940 | 58,500 | |
| Professional fees | 83,506 | 25,746 | |
| Rent | 12,000 | – | |
| Travel | 1,469 | 13,346 | |
| Total Expenses | (379,594) | (99,900) | |
| Other Income (Expense) | |||
| Foreign exchange gain | 3,522 | – | |
| Net Loss | (376,072) | (99,900) | |
| Net Loss Per Share – Basic and Diluted | (0.01) | (0.02) | |
| Weighted Average Shares Outstanding | 21,233,280 | 5,000,000 | |
(The accompanying notes are an integral part of these financial statements)
| F-2 |
Pioneer Exploration Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
| For the | Accumulated from | ||
| Six Months | July 21, 2011 | ||
| Ended | (Date of Inception) | ||
| February 29, | to August 31, | ||
| 2012 | 2011 | ||
| $ | $ | ||
| Operating Activities | |||
| Net loss | (376,072) | (99,900) | |
| 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 | 211,981 | 25,000 | |
| Due to related parties | 163,390 | 24,940 | |
| Net Cash (Used In) Provided by Operating Activities | (701) | 40 | |
| Investing Activities | |||
| Cash acquired on reverse capitalization | (2,576) | 3,194 | |
| Net Cash Provided by Investing Activities | (2,576) | 3,194 | |
| Increase in Cash | (2,845) | 3,234 | |
| Cash - Beginning of Period | 3,277 | – | |
| Cash - End of Period | 43 | 3,234 | |
| Supplemental Disclosures | |||
| Interest paid | – | – | |
| Income taxes paid | – | – |
(The accompanying notes are an integral part of these financial statements)
| F-3 |
Pioneer Exploration Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
February 29, 2012
(Expressed in U.S. Dollars)
(Unaudited)
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. 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 February 29, 2012, the Company has a working capital deficiency of $739,519 and has accumulated losses of $789,241 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
a) Basis of Presentation
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 February 29, 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 and operations 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.
c) Use of Estimates
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)
a) 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.
b) Long-Lived Assets
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.
c) Patents
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.
d) 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 and convertible notes payable.
| F-4 |
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 February 29, 2012 as follows:
| Fair Value Measurements Using | ||||
| Quoted Prices in | Significant | |||
| Active Markets | Other | Significant | ||
| For Identical | Observable | Unobservable | Balance | |
| Instruments | Inputs | Inputs | February 29, | |
|
(Level 1) $ |
(Level 2) $ |
(Level 3) $ |
2012 $ | |
| Assets: | ||||
| Cash | 43 | – | – | 43 |
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.
h) Income Taxes
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.
j) Comprehensive 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 February 29, 2012 and August 31, 2011, the Company had no items that represent other comprehensive income.
| F-5 |
2. Summary of Significant Accounting Policies (continued)
g) 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 February 29, 2012, the Company had 521,667 potentially dilutive shares outstanding.
h) Stock-based Compensation
In accordance with ASC 718, Compensation – Stock Based Compensation and 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.
i) 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.
1. 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 and the historical accounts of IBA since inception.
The comparative balance sheet as at August 31, 2011 is the combined balance sheet for the Company and IBA Green Inc. retroactively restated to give effect to the reverse capitalization and the comparative figures for the period from inception on July 21, 2011 to August 31, 2011 are those of IBA Green Inc. 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 |
| Note receivable | – |
| Accounts payable | (111,068) |
| Accrued liabilities | (32,296) |
| Convertible notes payable | (171,000) |
| Net liabilities assumed | (313,591) |
1. Related Party Transactions
a) As at February 29, 2012, the Company is indebted to the President of the Company and a company under common control for $279,940 (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 February 29, 2012, the Company incurred management fees of $126,750 provided by an officer of the Company.
| F-6 |
2. Note Receivable
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 February 29, 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 February 29, 2012.
3. 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.
4. Common Stock
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.
| F-7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
The following discussion of Pioneer’s financial condition, changes in financial condition and results of operations for the six months ended February 29, 2012 should be read in conjunction with Pioneer’s unaudited financial statements and related notes for the three months ended February 29, 2012.
Forward Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding Pioneer’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding Pioneer’s ability to carry out its planned exploration programs on its mineral properties. Forward-looking statements are made, without limitation, in relation to Pioneer’s operating plans, Pioneer’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which Pioneer competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports Pioneer files with the SEC. These factors may cause Pioneer’s actual results to differ materially from any forward-looking statement. Pioneer disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place 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 July 21, 2011.
Pioneer is a holding company with its sole business being the management of IBA Green’s business. IBA Green is a development stage company. IBA Green’s principal business is the development and utilization of technology designed to be used in the treatment and conversion of incinerated bottom ash.
Currently, neither Pioneer nor IBA Green have any manufacturing facilities, operations, suppliers, products, or customers, nor any current means of generating revenues.
| 3 |
Plan of Operation
Neither Pioneer nor IBA Green have had any significant revenues generated from its business operations since inception. Angelo Scola, the Chief Executive Officer of Pioneer, expects that the revenues generated from IBA Green’s business for the next 12 months will not be enough for its required working capital. Until IBA Green is able to generate any consistent and significant revenue it will be required to raise additional funds by way of equity or debt financing.
At any phase, if IBA Green finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If IBA Green cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital.
To become profitable and competitive, IBA Green needs to continue to develop and advance the IBA Aggregates to a point where they can be sold commercially. To achieve this goal, Pioneer has prepared the following phases for 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 the purpose of acquiring IBA’s and converting the IBA’s into commercially viable products; and (2) obtain lab and office space.
IBA Green has budgeted $450,000 for this phase and expects it to take three months to complete, with completion expected within the first three months of IBA Green’s plan of operation.
2. Phase Two.
In Phase Two IBA plans to (1) conduct and complete analytical laboratory testing on IBA’s, including gathering and shipping the IBA samples and conducting initial characterization testing on the IBA samples; (2) develop the requisite chemistry to stabilize the IBA’s; (3) develop the IBA Aggregates and other products that are of the highest quality and represent the best use for the particular IBA; (4) begin the long-term environmental compliance testing; and (5) develop and market IBA Green’s business.
The development of the IBA Green’s business will consist of identifying potential viable target markets, producing a list of equipment required in the particular target markets, and identifying potential suppliers and equipment providers. Target markets will be identified based (a) the daily volume of ash produced at the generation facility and (b) the absorbsion market rate and price point of the 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, with completion expected within the first six months of IBA Green’s plan of operation.
3. Phase Three
In Phase Three IBA plans to (1) retain production engineers and industrial engineers to design the equipment and line specification for a prototype that will convert the IBA’s into IBA Aggregate or other products; (2) acquire the mechanical engineering hardware; (3) build and assemble a production prototype; and (4) further development 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, with completion expected within the last six months of IBA Green’s plan of operation.
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 IBA Aggregates and other products; (2) perform further testing on the IBA Aggregates and other products manufactured on-site to confirm they are the highest quality and best-use site specific to the particular IBA; (3) complete third party laboratory product testing for certification; and (4) continued development and marketing of IBA Green’s business and products.
IBA Green has budgeted $2,000,000 for this phase and expects it to take three months to complete, with completion expected within the last three months of IBA Green’s plan of operation.
| 4 |
Financial Condition
As at February 29, 2012, Pioneer had a cash balance of $43. During the 12 month period following the date of this current report, Mr. Scola anticipates that neither Pioneer nor IBA Green will generate any revenue. Accordingly, Pioneer will be required to obtain financing in order to continue its plan of operations. Mr. Scola believes that debt financing will not be an alternative for funding Pioneer’s plan of operations as it does not have tangible assets to secure any debt financing. Rather Mr. Scola anticipates that additional funding will be in the form of equity financing from the sale of Pioneer’s common stock. If Pioneer is successful in completing an equity financing, existing shareholders will experience dilution of their interest in Pioneer. However, Pioneer does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient financing from the sale of Pioneer’s common stock to finance the plan of operations. In the absence of such financing, Pioneer will not be able to implement its plan of operation and the business plan will fail.
In addition, Mr. Scola anticipates incurring the following expenses during the next 12 month period:
| & | Mr. Scola anticipates spending approximately $3,000 in ongoing general and administrative expenses per month for the next 12 months, for a total anticipated expenditure of $36,000 over the next 12 months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to Pioneer’s regulatory filings throughout the year, as well as transfer agent fees, annual mineral claim fees and general office expenses. |
| & | Mr. Scola anticipates spending approximately $12,000 in complying with Pioneer’s obligations as a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of Pioneer’s financial statements and completing its annual report, quarterly report, and current report filings with the SEC. |
As at February 29, 2012, Pioneer had cash of $43 and a working capital deficit of $723,226. Accordingly, Pioneer will require additional financing in the amount of $596,942 in order to fund its obligations as a reporting company under the Securities Act of 1934 and its general and administrative expenses for the next 12 months.
Risk Factors
Pioneer is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. An investment in Pioneer’s common stock involves a number of very significant risks. For a general overview of some of these risk factors prospective investors should refer to the risk factors disclosed in Pioneer’s Form SB-2/A filed on February 20, 2007 and Pioneer’s Form 10-KSB filed on December 11, 2007.
| 5 |
Liquidity and Capital Resources
Cash and Working Capital
As at February 29, 2012, Pioneer had cash of $43 and a working capital deficit of $739,476, compared to cash of $40 and working capital deficit of $49,900 as at August 31, 2011. The increase in the working capital deficit was primarily due to an increase in accounts payable, accrued liabilities, convertible notes payable, and the amount due to related parties. Assets consisted solely of $43 in cash and the liabilities consisted of $163,404 in accounts payable, $125,175 in accrued liabilities, $171,000 in convertible notes payable, and $263,690 due to related parties.
Pioneer will need to raise additional capital to execute its plan of operation. As described above, for the next 12 months Pioneer plans on securing contracts for the purpose of acquiring IBA’s and converting the IBA’s into commercially viable products, testing and stabilizing IBA, developing IBA Aggregates, designing and building production equipment, and testing and manufacturing IBA Aggregates, all at an estimated cost of $3.50 million. If Pioneer does not receive sufficient funding on a timely basis, it could have a material adverse effect on its liquidity, financial condition and business prospects. Additionally, if Pioneer receives funding, it may be on terms that are not favorable to Pioneer and its stockholders. There are no assurances that Pioneer will be able to
achieve further sales of its common stock or any other form of additional financing. If Pioneer is unable to achieve the financing necessary to continue its plan of operations, then Pioneer will not be able to continue with the development of its assets, and its business will fail.
Net Cash (Used in) Provided by Operating Activities
Pioneer used net cash of $424 in operating activities during the first six months of fiscal 2012 compared to net cash of $40 provided by operating activities during the fiscal year ended August 31, 2011. The decrease in the operating activities was principally a result of a decrease of $50,000 for shares issued for services, which was offset by an increase of $32,167 in accounts payable and accrued liabilities and an increase of $126,250 due to related parties.
Net Cash Provided by Investing Activities
Net cash provided by investing activities was $773 for the first six months of fiscal 2012 compared to net cash of $nil provided by operating activities during the fiscal year ended August 31, 2011. The increase in the investing activities was a result of an increase of $773 in cash acquired on reverse capitalization.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $nil for the first six months of fiscal 2012 compared to net cash of $nil provided by operating activities during the fiscal year ended August 31, 2011.
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Results of Operations – Six months ended February 29, 2012
References to the discussion below to fiscal 2012 are to Pioneer’s current fiscal year, which will end on August 31, 2012. References to fiscal 2011 are to Pioneer’s fiscal year ended August 31, 2011.
|
For the Three Months Ended February 29, 2012 $ |
Accumulated from July 21, 2011 (Date of Inception) to August 31, 2011 $ | |
| Revenue | – | – |
| Expenses | ||
| General and administrative | 2,679 | 2,308 |
| Management fees | 279,940 | 58,500 |
| Professional fees | 83,506 | 25,746 |
| Rent | 12,000 | - |
| Travel | 1,469 | 13,346 |
| Total Expenses | (379,594) | (99,900) |
| Other Income | ||
| Foreign exchange gain | 3,522 | - |
| Net Loss | (376,072) | (99,900) |
General and Administrative
General and administrative expenses are the general office and operational expenses of Pioneer. They include bank charges, filing and transfer agent fees, and website costs.
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Professional Fees
Professional expenses included legal, accounting and auditing expenses associated with Pioneer’s corporate organization, the preparation of its financial statements, and its ongoing reporting obligations under the Securities Exchange Act of 1934.
Foreign Exchange
Foreign exchange consists of foreign exchange gains and losses that arise from settling transactions undertaken by Pioneer in currencies other than the US dollar.
Going Concern
Pioneer has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive business activities. For these reasons Pioneer’s auditors stated in their report for the year-end August 31, 2011 that they have substantial doubt Pioneer will be able to continue as a going concern.
Future Financings
Mr. Scola anticipates continuing to rely on equity sales of Pioneer’s common stock in order to continue to fund its business operations. Issuances of additional common stock will result in dilution to Pioneer’s existing stockholders. There is no assurance that Pioneer will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.
Off-balance Sheet Arrangements
Pioneer has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Material Commitments for Capital Expenditures
Pioneer had no contingencies or long-term commitments at February 29, 2012.
Tabular Disclosure of Contractual Obligations
Pioneer is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Critical Accounting Policies
Pioneer’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires Mr. Scola to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by Mr. Scola’s application of accounting policies. Mr. Scola believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of Pioneer’s financial statements is critical to an understanding of Pioneer’s financial statements.
Use of Estimates
The preparation of financial statements in accordance with United States generally accepted accounting principles requires Mr. Scola 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. Pioneer regularly evaluates estimates and assumptions related to the recovery of financial assets, donated expenses, deferred income tax asset valuation allowances, and fair value measurements. Pioneer bases its estimates and assumptions on current facts, historical experience and various other factors that Mr. Scola 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 Pioneer may differ materially and adversely from Pioneer’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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Patents
Patents are stated at cost and have a definite life. Once Pioneer receives patent approval, amortization is calculated using the straight-line method over the remaining life of the patents.
Long-Lived Assets
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 that 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 that 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Pioneer is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pioneer maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in Pioneer’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to Angelo Scola, Pioneer’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by Mr. Scola 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 February 29, 2012.
Based on that evaluation, Mr. Scola concluded, as of the end of the period covered by this report, that Pioneer’s disclosure controls and procedures were not effective in recording, 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 accumulated or communicated to Mr. Scola to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in Pioneer’s internal controls over financial reporting during the quarter ended February 29, 2012, that materially affected, or are reasonably likely to materially affect, Pioneer’s internal control over financial reporting subsequent to the date of the last evaluation.
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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 1A. Risk Factors.
Pioneer is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter of the fiscal year covered by this report, (i) Pioneer did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Pioneer did not sell any unregistered equity securities, with the exception of the 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 and sale of all of the issued and outstanding shares in the capital of IBA Green in consideration of the issuance of 38.5 million restricted shares in the capital of Pioneer to Scola. For the issuance of shares to Mr. Scola, Pioneer relied upon Section 4(2) of the Securities Act of 1933. Pioneer is satisfied that it has complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The issuance of shares was not a public offering and was not accompanied by any general advertisement or any general solicitation. All securities issued were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Securities Act of 1933or an applicable exemption from the registration requirements of the Securities Act of 1933. See Exhibit 10.13 – Share Purchase Agreement for more details.
Item 3. Defaults Upon Senior Securities.
During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of 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 by this report, Pioneer reported all information that was required to be disclosed in a report on Form 8-K.
Pioneer has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code of Ethics for more information. Pioneer undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact Pioneer at (877) 700-0422 to request a copy of Pioneer’s code of ethics. Mr. Scola believes Pioneer’s code of ethics is reasonably designed to determined wrong doing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
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Item 6. Exhibits
(a) Index to and Description of Exhibits
All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Pioneer’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-135743.
| Exhibit | Description | Status |
| 3.1 | Articles of Incorporation, filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed on July 13, 2006, and incorporated herein by reference. | Filed |
| 3.2 | By-Laws, filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed on July 13, 2006, and incorporated herein by reference. | Filed |
| 10.1 | Property Purchase Agreement dated August 25, 2005, filed as an exhibit to Pioneer’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 to Pioneer’s registration statement on Form SB-2 filed on July 13, 2006, and incorporated herein by reference. | Filed |
| 10.3 | Geological Report on the Pipe Claims, filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed on July 13, 2006, and incorporated herein by reference. | Filed |
| 10.4 | Letter Agreement dated November 5, 2008 between Pioneer Exploration Inc. and Scott Macleod, filed as an exhibit to Pioneer’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 to Pioneer’s Form 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. and Scott Macleod, filed as an exhibit to Pioneer’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 to Pioneer’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 to Tiger Ventures Group Ltd. by Pioneer Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual Report) filed on December 2, 2008, and incorporated herein by reference. | Filed |
| 10.9 | Promissory Note dated February 19, 2009 given to Blue Cove Holdings Inc. by Pioneer Exploration Inc., filed as an exhibit to Pioneer’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 to Pioneer’s Form 10-K (Annual Report) filed on December 10, 2009, and incorporated herein by reference. | Filed |
| 10.11 | Share Purchase Agreement and Promissory Note dated November 30, 2009 between Pioneer Exploration Inc. and Skye Capital Corporation, filed as an exhibit to 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 on October 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 exhibit to 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 exhibit to Pioneer’s Form 10-Q (Quarterly Report) filed on April 16, 2008, and incorporated herein by reference. | Filed |
| 31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Included |
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Included |
| 99.1 | Disclosure Committee Charter, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report) filed on April 20, 2009, and incorporated herein by reference. | Filed |
| 101 * | Financial statements from the quarterly report on Form 10-Q of Pioneer Exploration Inc. for the quarter ended November 30, 2011, formatted in XBRL: (ii) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations; and (iii) the Consolidated Statements of Cash Flows. | Included |
* In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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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.
/s/ Angelo Scola
Dated: April 15, 2012 By:
Name: Angelo Scola
Title: CEO and CFO
(Principal Executive Officer and
Principal Financial Officer)
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Exhibit 31.1
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 February 29, 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.
Date: April 15, 2012
/s/ Angelo Scola
Angelo Scola
Chief Executive Officer
Exhibit 31.2
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 February 29, 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.
Date: April 15, 2012
/s/ Angelo Scola
Angelo Scola
Chief Financial Officer
Exhibit 32.1
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 February 29, 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.
/s/ Angelo Scola
Angelo Scola
Chief Executive Officer
April 15, 2012
Exhibit 32.2
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 February 29, 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.
/s/ Angelo Scola
Angelo Scola
Chief Financial Officer
April 15, 2012
|
Common Stock
|
3 Months Ended |
|---|---|
|
Feb. 29, 2012
|
|
| Notes to Financial Statements | |
| Common Stock |
4. Common Stock 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. |