Attached files
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| EX-32 - SILLENGER EXPLORATION CORP. | exhibit32_aug2009.htm |
| EX-31.1 - SILLENGER EXPLORATION CORP. | exhibit31_1aug2009.htm |
| EX-31.2 - SILLENGER EXPLORATION CORP. | exhibit31_2aug2009.htm |
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OMB APPROVAL |
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OMB Number: 3235-0070 |
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Expires: July 31, 2011 |
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Estimated average burden |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(Mark One) |
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X |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarter period ended August 31, 2009 |
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or |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from___________ to __________ |
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Commission file number 000-53420 |
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(Name of registrant as specified in its charter) |
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NEVADA |
N/A |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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7839 - 17th Avenue, Burnaby, British Columbia, Canada |
V3N 1M1 |
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(Address of principal executive offices) |
(Zip Code) |
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604-521-2700 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name, former address and formal fiscal year, if changed since last report) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
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__X__ Yes 9; ____ No |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
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__X__ Yes 9; ____ No |
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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. |
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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(Do not check if a smaller reporting company) |
Small Reporting Company |
X |
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1 |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
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__X__Yes 9; ____ No |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. |
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40,761,000 common shares issued and outstanding as of October 14, 2009 |
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2
SILLENGER EXPLORATION CORP.
INDEX
3
PART 1 - FINANCIAL INFORMATION
The information in this report for the six months ended August 31, 2009 and August 31, 2008, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Sillenger Exploration Corp. ("Sillenger" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for the period.
The condensed consolidated financial statements should be read in conjunction with Sillenger's financial statements and the notes thereto contained in Sillenger's Audited Financial Statements for the year ended February 29, 2009, in the Form 10-K filed with the SEC on May 28, 2009.
Interim results are not necessarily indicative of results for the full fiscal year.
4
SILLENGER EXPLORATION CORP.
(A EXPLORATION STAGE COMPANY)
BALANCE SHEETS
As at August 31, 2009 and February 29, 2009
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ASSETS |
August 31, 2009 |
February 29, 2009 |
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(audited) |
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Current assets |
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Cash |
$ |
2,729 |
$ |
15,699 |
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Total current assets |
2,729 |
15,699 |
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TOTAL ASSETS |
$ |
2,729 |
$ |
15,699 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable and accrued liabilities |
$ |
1,000 |
$ |
7,000 |
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TOTAL LIABILITIES |
1,000 |
7,000 |
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STOCKHOLDERS' EQUITY: |
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Common stock, $.001 par value, 75,000,000 shares authorized, 40,761,000 shares issued and outstanding after 6:1 stock split |
5,823 |
5,823 |
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Additional paid in capital |
45,327 |
45,327 |
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Deficit accumulated during the exploration stage |
(49,421) |
(42,451) |
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Total stockholders' equity |
1,729 |
8,699 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
2,729 |
$ |
15,699 |
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See accompanying notes to financial statements.
F-1
5
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENTS OF OPERATIONS
Three months and six months ended August 31, 2009 and August 31, 2008
Period from February 14, 2007 (Inception) to August 31, 2009
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Three |
Three |
Six |
Six |
Period from February 14, 2007 (Inception) to August 31, 2009 |
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Revenues |
$ |
0- | $ | 0- | $ | 0- | $ | 0- | $ | 0- | ||||||
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General and administrative expenses: |
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Professional fees |
2,556 | 5,340 | 4,635 | 11,890 | 36,748 | |||||||||||
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Exploration costs |
-0- | 380 | -0- | 880 | 1,260 | |||||||||||
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Other |
975 | 2,808 | 2,335 | 2,910 | 11,413 | |||||||||||
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Total general and administrative |
3,531 | 8,528 | 6,970 | 15,680 | 49,421 | |||||||||||
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Net loss |
$ |
(3,531) | $ | (8,528) | $ | (6,970) | $ | (15,680) | $ | (49,421) | ||||||
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Net loss per share: |
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Basic and diluted |
$ |
(0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | ||||||||
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Weighted average shares outstanding: |
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Basic and diluted |
40,761,000 | 40,761,000 | 40,761,000 | 40,761,000 | ||||||||||||
See accompanying notes to financial statements
F-2
6
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
Period from February 14, 2007 (Date of Inception) through August 31, 2009
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Common stock |
Additional |
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Deficit |
Total |
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Shares |
Amount |
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Issuance of common stock |
3,000,000 |
$ |
3,000 |
$ |
- |
$ |
- |
$ |
3,000 | ||||
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Net loss for the period |
- |
- |
- |
(7) |
(7) |
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Balance February 28, 2007 |
3,000,000 |
3,000 |
- |
(7) |
2,993 |
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Issuance of common stock |
2,325,000 |
2,325 |
20,925 |
- |
23,250 |
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Issuance of common stock |
498,000 |
498 |
24,402 |
- |
24,900 |
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Net loss for the period |
- |
- |
- |
(10,054) |
(10,054) |
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Balance, February 29, 2008 |
5,823,000 |
$ |
5,823 |
$ |
45,327 |
$ |
(10,061) |
$ |
41,089 | ||||
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Net loss for the period |
- |
- |
- |
(32,390) |
(32,390) |
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Balance, February 28, 2009 |
5,823,000 |
$ |
5,823 |
$ |
45,327 |
$ |
(42,451) |
$ |
8,699 | ||||
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Stock dividend |
34,938,000 |
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Net loss for the period |
- |
- |
- |
(6,970) |
(6,970) |
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Balance, August 31, 2009 |
40,761,000 |
$ |
5,823 |
$ |
45,327 |
$ |
(49,421) |
$ |
1,729 | ||||
See accompanying notes to financial statements
F-3
7
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENTS OF CASH FLOWS
Six months ended August 31, 2009 and 2008
Period from February 14, 2007 (Inception) to August 31, 2009
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Six |
Six |
Period from |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ |
(6,970) |
$ |
(15,680) |
$ |
(49,421) |
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Change in non-cash working capital items |
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Accounts payable and accrued liabilities |
(6,000) |
(1,750) |
1,000 |
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CASH FLOWS USED IN OPERATING ACTIVITIES |
(12,970) |
(17,430) |
(48,421) |
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CASH FLOWS USED IN INVESTING ACTIVITIES |
-0- |
-0- |
-0- |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from sales of common stock |
-0- |
-0- |
51,150 |
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
-0- |
-0- |
51,150 |
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NET INCREASE (DECREASE) IN CASH |
(12,970) |
(17,430) |
2,729 |
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Cash, beginning of period |
15,699 |
44,589 |
-0- |
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Cash, end of period |
$ |
2,729 |
$ |
27,159 |
$ |
2,729 |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Interest paid |
$ |
- |
$ |
- |
$ |
- |
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Income taxes paid |
$ |
- |
$ |
- |
$ |
- |
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See accompanying notes to financial statements
F-4.
8
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Sillenger Exploration Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2009 as reported in Form 10-K, have been omitted.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Sillenger Exploration Corp. ("Sillenger") was incorporated in Nevada on February 14, 2007. Sillenger is an exploration stage company and has not yet realized any revenues from its planned operations.
During the period ended February 29, 2008, the Company acquired a 100% interest in three mining claims in the Bulkley mining district of British Columbia, Canada for cash consideration of $379. The property is being held in trust for the Company by a third party.
Cash and Cash Equivalents
For the purposes of presenting cash flows, Sillenger considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
F-5
9
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)
Mineral Properties
Cost of license acquisition, exploration and carrying and retaining unproven mineral lease properties are expensed as incurred. Costs of acquisition are capitalized subject to impairment testing when facts and circumstances indicate impairment may exist.
Comprehensive Income
The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company will disclose this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Income Tax
Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic loss per share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
F-6
10
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009
Recent accounting pronouncements
Sillenger does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.
NOTE 3 - GOING CONCERN
Sillenger has recurring losses and has a deficit accumulated during the exploration stage of $49,421 as of August 31, 2009. Sillenger's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Sillenger has no current source of revenue. Without realization of additional capital, it would be unlikely for Sillenger to continue as a going concern. Sillenger's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Sillenger's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.
NOTE 4 - INCOME TAXES
For the period ended August 31, 2009, Sillenger has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $49,000 at August 31, 2009, and will begin to expire in the year 2027.
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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2009 |
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Deferred tax asset attributable to: |
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Net operating loss carryover |
$ |
16,600 |
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Valuation allowance |
(16,600) |
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Net deferred tax asset |
$ |
- |
NOTE 5 - COMMON STOCK
At inception, Sillenger issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash.
During the period ended February 29, 2008, Sillenger issued 2,823,600 shares of stock for $48,150 cash.
During the period ended August 31, 2009, the company declared a 6 to 1 stock dividend.
F-7
11
SILLENGER EXPLORATION CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009
NOTE 5 - COMMON STOCK
At inception, Sillenger issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash.
During the period ended February 29, 2008, Sillenger issued 2,823,600 shares of stock for $48,150 cash.
During the period ended August 31, 2009, the company declared a 6 to 1 stock dividend.
NOTE 6 - COMMITMENTS
Sillenger neither owns nor leases any real or personal property, an officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to August 31, 2009 through October 14, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements.
F-8
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Recently, the poor conditions in the U.S. housing market and the credit quality of mortgage backed securities have continued and worsened in 2009, causing a loss of confidence in the broader North American and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. These disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital ni the equity markets also may not be available on terms acceptable to us or at all.
Looking at the year ahead, management believes, at this time, the industry slowdown and lack of available funding will adversely impact the ability for many companies to advance exploaration of early stage properties such as ours. Furthermore, it is our opinion, that companies with no source of current or future revenue, overly leveraged balance sheets, diluted share structures, or the need to go to the equity markets to raise capital could have a difficult time going forward. While downturn markets are traditionally times where the public is bullish for precious metals, notably gold, the magnitude and all-encompassing nature of the current crisis and deleveraging are expected to have an impact on our business along with many others. We do not expect we will be able to escape the impact of the industry downturn or economic crisis and expect that our business plans may be delayed or stopped entirely.
For the quarter ended August 31August 31, 2009 and August 31August 31, 2008 and the period from February 14, 2007 (inception) to August 31August 31, 2009:
Financial Condition and Liquidity
REVENUE - Sillenger has not generated revenue from its business operations and does not expect to generate any revenue in the near future.
COMMON STOCK - Net cash provided by financing activities during the quarter ended August 31, 2009 was $0 ($0 - August 31, 2008). As of the date of August 31, 2009 Sillenger has 40,761,000 common shares issued and outstanding.
LIQUIDITY - At August 31, 2009, Sillenger had assets of $6,260 consisting of cash ($35,687 - August 31, 2008). Sillenger had $1,000 in liabilities ($1,750 - August 31, 2008) of which is owed for accounts payable.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. We will require additional funding in order to cover all anticipated administration costs and to proceed with our proposed exploration program of the Buckley mineral claims, estimated to cost a minimum of $19,378 over the next twelve months to complete Phase One of our exploration program. If the Phase One exploration program is successful we will have to raise additional funds starting in January 2010 so that Phase Two exploration could commence in June 2010. We require approximately $25,875 to complete Phase Two of our exploration program. We do not have any arrangements in place for any future equity financing and there is no guarantee we will be able to obtain the funding necessary to continue as a going concern.
13
There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the Bulkley mineral claims and our business will fail.
SUMMARY - Total expenses were $3,531 for the quarter ended August 31, 2009 ($8,528 - August 31, 2008). Expenses have decreased as compared to the quarter ended August 31, 2008 by $4,997. A total of $49,421 in expenses has been incurred by Sillenger since inception on February14, 2007 through to August 31, 2009. The decrease in costs over the past quarter as compared to the same period in 2008 is primarily related to Sillenger having reduced its professional and other expenses. Many of the expenses incurred in 2008 related to the registration statement filed by Sillenger to qualify shares held by its stockholders for resale. The costs this quarter can be subdivided into the following categories.
- Other Expenses: $975 in other expenses (includes administrative costs) were incurred for the quarter ended August 31, 2009 as compared to $2,808 for the quarter ended August 31, 2008 while a total of $11,413 was incurred in the period from inception on February 14, 2007 to August 31, 2009.
- Professional Fees: Sillenger incurred $2,556 in professional fees for the quarter ended on August 31, 2009 as compared to $5,340 for the quarter ended August 31, 2008. From inception to August 31, 2009, we have incurred a total of $36,748 in professional fees mainly spent on legal and accounting matters.
- Exploration Costs: Sillenger relies primarily on outside consultants and not salaried employees to conduct its exploration of its property. As a result, Sillenger incurred $0 in exploration costs for the quarter ended August 31, 2009 and $380 was incurred for the quarter ended August 31, 2008. For the period February 14, 2007 (inception) through August 31, 2009, Sillenger has spent a total of $1,260 on exploration.
Sillenger continues to carefully control its expenses and overall costs as it moves forward with the development of its business plan. Sillenger does not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements.
Plan of Operations
Exploration Plan
Our plan of operation for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our Sillinger mineral property. We have enough cash to complete our Phase One exploration program. We do not have enough funds to complete our Phase Two or Phase Three programs which we would plan to start Phase Two in the summer of 2010 if the results of our Phase One exploration program is successful. The following is a brief summary of our three phase exploration plan:
- We plan to compile and correlate historical reports for the area if we are able to obtain them from the Province of British Columbia. We anticipate there will be no cost for this activity since our President will conduct the compilation and correlation free of charge.
- As recommended by our consulting geologist, we plan to conduct the first phase of our three phase exploration program. This Phase One exploration program is expected to cost CDN$20,000 and consist of reconnaissance mapping and prospecting as well as reconnaissance soil and silt geochemistry. We plan to commence the Phase One exploration in August 2009.
- Based on any preliminary results of the Phase One exploration program we may stake additional claims around the Sillenger mineral claim. Our consulting geologist indicates that we should be prepared to stake as many as 100 additional claim units it they are available for staking, in which case we would plan to spend CDN$4,000 for this staking activity.
- We will review the results of the Phase One exploration program in October 2009. If we are able to identify favorable rock formations and structures with elevated metal values we will plan and conduct a Phase Two program. Our consulting geologist has indicated that we should budget CDN$20,000 for our Phase Two program. If we proceed with a Phase Two program we would do so in July 2010.
14
- In the case that the Phase Two exploration program takes place, we will review its results in September 2010 .If we are able to continue to confirm elevated metal values at specific hand drilled targets we would plan for a In the case that the Phase Two exploration program takes place, we will review its results in September 2010. If we are able to continue to confirm elevated metal values at specific hand drilled targets we would consider Phase Two a success and would plan for a Phase Three exploration program. The Phase Three exploration program has a substantial cost associated with it, due to the fact that there would be major expenditures for geophysical surveys followed by drilling. At this stage, we would seek to link with a major resource company in a joint venture relationship in recognition of financing requirements. If we go ahead with the Phase Three exploration plan it would commence in June 2011.
As at August 31, 2009, we had a cash balance of $2,729. We do not have enough cash on hand to complete our Phase One exploration program. We will have to raise a minimum of $15,000 to complete our Phase One exploration program and if Phase One is successful we will have to raise additional funds starting in January 2010 so that Phase Two exploration could commence in June 2010.
During the next 12 months, we do not anticipate generating any revenue. We anticipate that any additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in the Bulkley mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our Phase Three exploration program. In the absence of such financing, our business will fail.
We may consider entering into a joint venture partnership by linking with a major resources company to provide the required funding to complete our Phase Three exploration program. We have not undertaken any efforts to locate a joint venture partner for Phase Three. If we enter into a joint venture arrangement, we will assign a percentage of our interest in the Bulkley claims to the joint venture partners.
Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:
-
our ability to raise additional funding;
-
the market price for gold;
-
the results of our proposed exploration programs on the mineral property; and
-
our ability to find joint venture partners for the development of our property interests
Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.
Off-balance sheet arrangements
As of August 31, 2009, Sillenger had no off-balance sheet arrangements.
ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK
No disclosure is required hereunder as the Company is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.
ITEM 4: CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on the management's evaluation, our President and Chief Financial Officer have concluded that as of August 31, 2009, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
15
(b) Internal Controls over financial reporting
Management's quarterly report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of August 31, 2009 and believe they are effective.
Based upon her evaluation of our controls our President, Chief Executive Officer and Chief Financial Officer has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation report of the registered public accounting firm
This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.
Changes in internal control over financial reporting
There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
Changes in Internal Controls
Based on the evaluation as of August 31, 2009, our President, Chief Executive Officer and Chief Financial Officer has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.
ITEM 4A(T): CONTROLS AND PROCEDURES
See Item 4A - Controls and Procedures above.
To Sillenger's knowledge, no lawsuits were commenced against Sillenger during the six months ended August 31, 2009, nor did Sillenger commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Not Applicable.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Not applicable.
The following Exhibits are furnished as part of this Form 10-Q, pursuant to Item 601 of Regulation S-B.
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Exhibit Number |
Exhibit Title |
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3.2 |
Bylaws (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008) |
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10.1 |
Buckley Declaration of Trust concerning our mineral claims (incorporated by reference from our Form S-1 Registration Statement, filed June 2, 2008). |
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21 |
List of Subsidiaries |
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31.a |
Section 906 Certificate of CEO |
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31.b |
Section 906 Certificate of CFO |
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32.a |
Section 302 Certificate of CEO and CFO |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SILLENGER EXPLORATION CORP. |
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Date: October 14, 2009 |
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By: |
Carolyne Sing, Director, President (Principal Executive Officer), |
| /s/ Carolyne Sing | |
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Date: October 14, 2009 |
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By: |
Carolyne Sing, Director, President (Principal Executive Officer), |
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