Attached files
| file | filename |
|---|---|
| EX-31 - Pioneer Exploration Inc. | exhibit31.htm |
| EX-32 - Pioneer Exploration Inc. | exhibit32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|
[ X ]
|
ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended August 31, 2010
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _________________to _________________
Commission file number 000-53784
|
PIONEER EXPLORATION INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Incorporated in the State of Nevada
|
98-0491551
|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
750 West Pender Street, Suite 202
Vancouver, British Columbia, Canada
|
V6C 2T7
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 618-0948
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Name of each exchange on which registered
|
|
None
|
N/A
|
Securities registered pursuant to Section 12(g) of the Act:
|
common stock - $0.001 par value
|
|
(Title of Class)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Page - 1
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those sections.
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 last 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 (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $65,990,988 ($7.52935 X 8,764,500) as of February 28, 2010
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 November 29, 2010
|
|
common stock - $0.001 par value
|
11,264,500
|
Documents incorporated by reference: Exhibit 3.1 (Articles of Incorporation) and Exhibit 3.2 (By-laws) both filed as exhibits to Pioneer’s registration statement on Form SB-2 filed on July 13, 2006; Exhibit 10.4 (Letter Agreement (Macleod)) filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed on November 13, 2008; Exhibit 10.5 (Letter Agreement(McGavney)) filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed on November 13, 2008; Exhibit 10.6 (Share Purchase Agreement (Macleod)) filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed on November 26, 2008; Exhibit 10.7 (Share Purchase Agreement (McGavney)) filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed on November 26, 2008; Exhibit 10.8 (Promissory Note) filed as an exhibit to Pioneer’s Form 10-K (Annual Report) filed on December 2, 2008; Exhibit 14 (Code of Ethics) filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report) filed on April 16, 2008; and Exhibit 99.1 (Disclosure Committee Charter) filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report) filed on April 20, 2009.
Page - 2
Forward Looking Statements
The information in this annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding Pioneer’s capital needs, business strategy and expectations. 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 from time to time, in other reports Pioneer’s files with the Securities and Exchange Commission.
The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this Form 10-K for the fiscal year ended August 31, 2010, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.
All forward-looking statements are made as of the date of filing of this Form 10-K and Pioneer disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Pioneer may, from time to time, make oral forward-looking statements. Pioneer strongly advises that the above paragraphs and the risk factors described in this Annual Report and in Pioneer’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Pioneer to materially differ from those in the oral forward-looking statements. Pioneer disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.
PART I
Item 1. Description of Business.
|
(a)
|
Business Development
|
Pioneer Exploration Inc. (“Pioneer”) is a Nevada corporation that was incorporated on June 9, 2005.
Pioneer maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office is located at 750 West Pender Street, Suite 202, Vancouver, British Columbia, V6C 2T7, Canada. Pioneer’s office telephone number is (604) 618-0948.
Pioneer has an authorized capital of 75,000,000 shares, consisting of (a) 65,000,000 shares of Common Stock with a par value of $0.001 per share, of which 11,264,500 shares of Common Stock are currently issued and outstanding, and (b) 10,000,000 shares of Preferred Stock with a par value of $0.001 per share, of which no shares of Preferred Stock are issued or outstanding.
Pioneer has not been involved in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger consolidation or purchase or sale of a significant amount of assets not in the ordinary course of Pioneer’s business.
|
(b)
|
Business of Pioneer
|
Pioneer is engaged in the acquisition and exploration of mineral exploration properties.
Pioneer is presently seeking to acquire a new mineral or oil and gas exploration property. Pioneer has minimal finances and accordingly there is no assurance that it will be able to acquire an interest in a new property. Pioneer anticipates that it will have to complete additional financings in connection with the acquisition of any new property. To date, Pioneer has not entered into any agreement for the acquisition of any interest in a new property. Further, Pioneer has no arrangements for any financing required to fund its continued operations or the acquisition of any interest in a new property. Based on Pioneer’s financial position, there is no assurance that it will be able to continue its business operations.
Page - 3
Pioneer has not generated any revenue or conducted any development operations since inception.
In January 2008, Pioneer abandoned its interest in three mineral exploration claims named Pipe 1, Queen 1 and Queen 2, which were collectively known as the “Pipe Property” and which are situated along Sawmill Creek, a tributary of the Fraser River, approximately 6.3 km (3.9 miles) northwest of Yale, British Columbia in the New Westminster mining division of British Columbia, Canada. Pioneer conducted the first phase of an initial preliminary exploration program for nickel and molybdenum on the Pipe Property. Pioneer obtained a geological report in November 2007 that summarized the results and conclusions of this initial phase, which concluded that further exploration of the Pipe Property was not warranted. Accordingly, Pioneer has abandoned its interest in the Pipe Property.
During Pioneer’s fiscal year end, Pioneer entered in two share purchase agreements to acquire an aggregate 125,000 shares in the capital of Macallan Oil & Gas Inc., which represented 2.1% of all of the issued and outstanding shares of Macallan Oil & Gas Inc. Macallan Oil & Gas Inc. is a private Barbados company and had a 39% revenue interest in an oil discovery in Trinidad Tobago.
On November 20, 2008, Pioneer entered into a share purchase agreement with Scott Macleod for the acquisition of 75,000 shares in the capital of Macallan Oil & Gas Inc. for the purchase price of CDN$56,250. Pioneer agreed to pay Mr. Macleod CDN$11,700 as an initial payment, which was paid by Pioneer to Mr. Macleod on the day of signing the share purchase agreement. Pioneer made three more payments of CDN$14,850 each on January 14, 2009, February 20, 2009 and May 21, 2009 respectively.
Also, on November 20, 2008, Pioneer entered into a share purchase agreement with Ian McGavney for the acquisition of 50,000 shares in the capital of Macallan Oil & Gas Inc. for the purchase price of CDN$37,500. Pioneer agreed to pay Mr. McGavney CDN$7,800 as an initial payment, which was paid by Pioneer to Mr. McGavney on the day of signing the share purchase agreement. Pioneer made three more payments of CDN$9,900 each on January 20, 2009, March 11, 2009 and May 21, 2009 respectively.
The effective date of sale and purchase of the 125,000 shares was May 21, 2009.
See Exhibit 10.6 – Share Purchase Agreement (Macleod) and Exhibit 10.7 – Share Purchase Agreement (McGavney) for more details.
On November 20, 2008, the Company received a $50,000 loan by issue of a promissory note. The note is convertible to 200,000 common shares of the Company at the lender’s sole option. The note is non-interest bearing, unsecured and is payable on demand. See Exhibit 10.8 – Promissory Note for more details.
On February 19, 2009, the Company received a $50,000 loan by issue of a promissory note. The note is convertible to 41,667 common shares of the Company at the lender’s sole option. The note is non-interest bearing, unsecured and is payable on demand. See Exhibit 10.9 – Promissory Note for more details.
On May 15, 2009, the Company received a $36,000 loan by issue of a promissory note. The note is convertible to 20,000 common shares of the Company at the lender’s sole option. The note is non-interest bearing, unsecured and is payable on demand. See Exhibit 10.10 – Promissory Note for more details.
On November 26, 2009, subsequent to Pioneer’s fiscal year end, it came to the attention of management that Macallan Oil & Gas Inc. no longer had its revenue interest in the oil discovery in Trinidad Tobago. Management cannot confirm when exactly or how Macallan Oil & Gas Inc. lost its revenue interest as Macallan Oil & Gas Inc. is a private company and management does not have access to those records. As a result of the loss of revenue interest, management immediately contacted the previous sellers of the shares and demanded that the sellers repurchase from Pioneer the 125,000 shares in Macallan Oil & Gas Inc. As a result, the sellers arranged for Skye Capital Corporation to purchase the 125,000 shares from Pioneer at a purchase price of CDN$100,000 payable on or before May 31, 2010 pursuant to the terms and conditions of a share purchase agreement and promissory note. To date, Pioneer has not received any of the purchase proceeds. See Exhibit 10.11 – Share Purchase Agreement and Promissory Note for more details.
Page - 4
Competition
The mineral exploration business is an extremely competitive industry. Pioneer is competing with many other exploration companies looking for minerals. Pioneer is one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, Pioneer competes with other similar companies for financing and joint venture partners. Additionally, Pioneer competes for resources such as professional geologists, camp staff, rental equipment, and mineral exploration supplies.
Raw Materials
The raw materials for any of Pioneer’s exploration program will include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries and propane. All of these types of materials are readily available from a variety of suppliers. If heavy machinery and qualified operators are required, Pioneer intends to contract the services of professional mining contractors, drillers and geologist.
Dependence on Major Customers
Pioneer has no customers.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts
Pioneer has no intellectual property such as patents or trademarks. Additionally, Pioneer has no royalty agreements or labor contracts.
Government Controls and Regulations
Pioneer’s business is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. However, Pioneer is unable to predict what additional legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective. Such changes, however, could require increased capital and operating expenditures and could prevent or delay certain operations by Pioneer.
The various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. With respect to the regulation of mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of mining properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time.
Costs and Effects of Compliance with Environmental Laws
Pioneer currently has no costs to comply with environmental laws.
Expenditures on Research and Development During the Last Two Fiscal Years
Pioneer has not incurred any research or development expenditures since its inception on June 9, 2005.
Number of Total Employees and Number of Full Time Employees
Pioneer does not have any employees other than the directors and officers of Pioneer. Pioneer intends to retain the services of independent geologists, prospectors and consultants on a contract basis to conduct the exploration programs on as required throughout the course of its mineral exploration program.
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.
Page - 5
Item 1B. Unresolved Staff Comments.
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. Description of Property.
Pioneer’s executive offices are located at 750 West Pender Street, Suite 202, Vancouver, British Columbia, V6C 2T7, Canada.
Pioneer currently has no interest in any property.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
PART II
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
(a) Market Information
Pioneer’s common stock has been quoted on the NASD OTC Bulletin Board under the symbol “PIEX” since October 9, 2007. The table below gives the high and low bid information for each fiscal quarter of trading and for the interim period ended November 26, 2010. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
|
High & Low Bids
|
|||
|
Period ended
|
High
|
Low
|
Source
|
|
26 November 2010
|
$0.60
|
$0.20
|
Pink OTC Markets Inc.
|
|
31 August 2010
|
$0.20
|
$0.20
|
Pink OTC Markets Inc.
|
|
31 May 2010
|
$1.01
|
$0.01
|
Pink OTC Markets Inc.
|
|
28 February 2010
|
$2.75
|
$0.01
|
Pink OTC Markets Inc.
|
|
30 November 2009
|
$2.50
|
$2,50
|
Pink OTC Markets Inc.
|
|
31 August 2009
|
$2.85
|
$2.15
|
Pink OTC Markets Inc.
|
|
31 May 2009
|
$2.35
|
$1.70
|
Pink OTC Markets Inc.
|
|
29 February 2009
|
$1.70
|
$0.95
|
Pink OTC Markets Inc.
|
|
30 November 2008
|
$0.95
|
$0.10
|
Pink OTC Markets Inc.
|
(b) Holders of Record
Pioneer has approximately 40 holders of record of Pioneer’s common stock as of August 31, 2010 according to a shareholders’ list provided by Pioneer’s transfer agent as of that date. The number of registered shareholders does not include any estimate by Pioneer of the number of beneficial owners of common stock held in street name. The transfer agent for Pioneer’s common stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and their telephone number is 702-818-5898.
(c) Dividends
Pioneer has declared no dividends on its common stock, and is not subject to any restrictions that limit its ability to pay dividends on its shares of common stock. Dividends are declared at the sole discretion of Pioneer’s Board of Directors.
Page - 6
(d) Recent Sales of Unregistered Securities
There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of Pioneer’s common stock.
|
(e)
|
Penny Stock Rules
|
Trading in Pioneer’s common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends Pioneer’s common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in Pioneer’s securities, which could severely limit their market price and liquidity of Pioneer’s securities. The application of the “penny stock” rules may affect your ability to resell Pioneer’s securities.
Item 6. Selected Financial Data.
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 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
THE FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF PIONEER EXPLORATION INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
Overview
Pioneer was incorporated in the State of Nevada on June 9, 2005.
Pioneer is an exploration stage company. Pioneer’s principal business is the acquisition and exploration of mineral resources. Pioneer does not currently have any interest in any mineral exploration properties and is presently seeking to acquire a new mineral or oil and gas exploration property.
Management has decided to expand Pioneer’s focus and identify and assess new projects for acquisition purposes that are more global in nature. Management will continue to focus on exploring and adding value to the project interests already acquired but will also now focus on new projects on an international level.
Plan of Operation
During the next 12 months management plans on acquiring an interest in a new mineral or oil and gas exploration property. Pioneer has minimal finances and accordingly there is no assurance that it will be able to acquire an interest in any new property. Management anticipates that Pioneer will have to complete additional financings in connection with the acquisition of any interest in a new property. To date, Pioneer has not entered into any agreements for the acquisition of any interest in a new property. Further, Pioneer has no arrangements for any financing required to funds our continued operations or the acquisition of any interest in a new property. Further, even if Pioneer is able to acquire an interest in a new property, there is no assurance that it will be able to raise the financing necessary to complete exploration of the new property. Based on Pioneer’s financial position, there is no assurance that Pioneer will be able to continue its business operations.
Page - 7
In addition, management anticipates incurring the following expenses during the next 12 month period:
|
·
|
Management 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.
|
|
·
|
Management 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 August 31, 2010, Pioneer had cash of $1,005 and a working capital deficit of $253,646. Accordingly, Pioneer will require additional financing in the amount of $301,646 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.
During the 12 month period following the date of this annual report, management anticipates that Pioneer will not generate any revenue. Accordingly, Pioneer will be required to obtain additional financing in order to continue its plan of operations. Management 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 management anticipates that additional funding will be in the form of equity financing from the sale of Pioneer’s common stock. However, Pioneer does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, Pioneer will not be able to acquire any interest in a new property and its business plan will fail. Even if Pioneer is successful in obtaining equity financing and acquire an interest in a new property, additional exploration property will be required before a determination as to whether commercially exploitable mineralization or quantities of oil or gas present. If Pioneer does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.
Risk Factors
An investment in Pioneer’s common stock involves a number of very significant risks. Prospective investors should refer to all 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.
Financial Condition
As at August 31, 2010, Pioneer had a cash balance of $1,005. Management does not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of Pioneer’s common stock or sale of part of its interest in Macallan Oil & Gas Inc. If Pioneer is successful in completing an equity financing, existing shareholders will experience dilution of their interest in Pioneer. Pioneer does not have any financing arranged and Pioneer cannot provide investors with any assurance that Pioneer will be able to raise sufficient funding from the sale of its common stock. In the absence of such financing, Pioneer’s business will fail.
Based on the nature of Pioneer’s business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Pioneer’s future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:
|
·
|
Pioneer’s ability to raise additional funding;
|
|
·
|
the market price for minerals;
|
|
·
|
the results of Pioneer’s proposed exploration programs on its exploration mineral properties; and
|
|
·
|
Pioneer’s ability to find joint venture partners for the development of its exploration mineral properties.
|
Due to Pioneer’s lack of operating history and present inability to generate revenues, Pioneer’s auditors have stated their opinion that there currently exists a substantial doubt about Pioneer’s ability to continue as a going concern. Even if Pioneer acquires a mineral or oil and gas property and raises the necessary capital to conduct an exploration program, and it is successful in identifying a mineral deposit, Pioneer will have to spend substantial funds on further drilling and engineering studies before it will know if it has a commercially viable mineral deposit or reserve.
Page - 8
Functional Currency
Pioneer’s functional currency is the United States dollar. Pioneer has determined that its functional currency is the United States dollar for the following reasons:
● Pioneer’s current and future financings are and will be in United States dollars;
● Pioneer maintains a majority of its cash holdings in United States dollars;
● a majority of Pioneer’s administrative expenses are undertaken in United States dollars; and
● all cash flows are generated in United States dollars.
Exploration Expenses – Canadian GAAP vs. US GAAP
Under Canadian GAAP, mineral properties including exploration, development and acquisition costs, may be carried at cost and charged to operations if the properties are abandoned or impaired. Under US GAAP, all expenditures relating to mineral interests prior to the completion of a definitive feasibility study, which establishes proven and probable reserves, must be expensed as incurred. Once a final feasibility study has been completed, additional costs incurred to bring a mine into production are capitalized as development costs. Pioneer’s audited financial statements use US GAAP.
Liquidity and Capital Resources
As of August 31, 2010, Pioneer had total assets of $1,005, and a working capital deficit of $253,646, compared with a working capital deficit of $134,170 as of August 31, 2009. The increase in the working capital deficit was primarily due to an increase in the amount due to a related party, and an increase in accounts payable, and a decrease in value of its investment of the Macallan Oil & Gas Inc. shares. Assets consisted solely of $1,005 in cash and the liabilities consisted of $7,258 in accounts payable, $30,976 in accrued liabilities, $136,000 in convertible notes payable, and $80,417 due to a related party.
On November 30, 2009, Pioneer sold its investment of 125,000 common shares of Macallan Oil and Gas Inc. in exchange for a CDN$100,000 non-interest bearing promissory note due May 31, 2010. At August 31, 2010, Pioneer had not received payment of the note, which had a carrying value of $93,760 after translation into Canadian dollars. As management believes that ultimate collection of the amount receivable is not reasonably assured, an impairment against the balance was recorded during the year ended August 31, 2010.
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 its exploration programs and its business will fail.
Net Cash Used in Operating Activities
For the fiscal year ended August 31, 2010, net cash used in operating activities decreased to $33,860 compared with $59,506 for the same period in the previous fiscal year.
At August 31, 2010, Pioneer had cash of $1,005. During the fiscal year ended August 31, 2010, Pioneer used $33,860 in cash for operating activities.
Net Cash Provided by Investing Activities
Net cash provided by investing activities was $nil for the fiscal year ended August 31, 2010 as compared with cash flow from investing activities of $76,389 for the same period in the previous fiscal year. The decrease in net cash provided by investing activities was due to the sale of the Macallan Oil & Gas Inc. shares.
Net Cash Provided by Financing Activities
Net cash flows provided by financing activities decreased to $29,566 for the fiscal year ended August 31, 2010 as compared with financing activities of $140,977 for the same period in the previous fiscal year. The decrease in net cash provided by financing activities was due to a decrease in proceeds from convertible notes payable offset by an increase of advances from a related party.
Page - 9
Results of Operation for the Period Ended August 31, 2010
Pioneer has had no operating revenues since its inception on June 9, 2005, through to August 31, 2010. Pioneer’s activities have been financed from the proceeds of share subscriptions. From its inception, on June 9, 2005, to August 31, 2010 Pioneer has raised a total of $64,901 from private offerings of its common stock.
References to the discussion below to fiscal 2010 are to Pioneer’s fiscal year ended on August 31, 2010. References to fiscal 2009 are to Pioneer’s fiscal year ended August 31, 2009.
|
Accumulated from June 9, 2005 (Date of Inception) to August 31, 2010
$
|
For the Year Ended
August 31, 2010
$
|
For the Year Ended August 31, 2009
$
|
|
|
(Audited)
|
(Audited)
|
(Audited)
|
|
|
Revenue
|
–
|
–
|
–
|
|
Expenses
|
|||
|
Donated rent
|
11,250
|
-
|
1,500
|
|
Donated services
|
30,000
|
4,500
|
6,000
|
|
Foreign exchange
|
(1,806)
|
1,951
|
(1,692)
|
|
General and administrative
|
28,150
|
7,190
|
9,700
|
|
Impairment loss on mineral properties
|
7,500
|
-
|
-
|
|
Accretion of beneficial conversion feature
|
81,834
|
-
|
81,834
|
|
Mineral property costs
|
5,887
|
-
|
-
|
|
Professional fees
|
209,856
|
35,375
|
47,355
|
|
Total Expenses
|
372,671
|
49,016
|
144,697
|
|
Operating Loss
|
(372,671)
|
(49,016)
|
(144,697)
|
|
Other Income (Expense)
|
|||
|
Impairment of note receivable
|
(93,670)
|
(93,670)
|
-
|
|
Interest income
|
8,713
|
8,713
|
-
|
|
Gain on sale of investment
|
10,087
|
10,087
|
-
|
|
Net Loss
|
(447,631)
|
(123,976)
|
(144,697)
|
Donated Rent
Donated rent is attributable to a rent expense of $250 per month attributable to the provision of Pioneer’s business premises without cost by Thomas Brady, Pioneer’s Treasurer and Corporate Secretary.
Donated Services
Donated services are attributable to an expense of $250 per month in respect of services without compensation provided by Warren Robb, Pioneer’s former President and CEO, and an expense of $250 per month in respect of services without compensation provided by Thomas Brady, Pioneer’s current sole officer.
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.
Page - 10
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, website costs, and rent.
Impairment Loss on Mineral Properties
Impairment losses on mineral properties are mineral property acquisition costs that do not meet the accounting standard’s criteria for capitalization. As a result of not meeting the criteria for capitalization the acquisition costs cannot be included on the balance sheet as an asset and a loss equal to the amount of the acquisition costs is recorded.
Accretion of beneficial conversion feature
Accretion of beneficial conversion feature is non-cash interest expense relating to Pioneer’s convertible notes. Pioneer records the value of the conversion feature included in the notes as an additional interest cost of the financing.
Mineral Property Costs
Mineral property costs incurred during fiscal 2008 were attributable to the payments made to maintain title to Pioneer’s mineral claims. A total of $5,887 was spent on the completion of Phase I of Pioneer’s exploration program on the Pipe Property.
Professional Fees
Professional expenses included legal, accounting and auditing expenses associated with Pioneer’s corporate organization, the preparation of Pioneer’s financial statements and Pioneer’s continuous disclosure filings with the Securities and Exchange Commission.
Impairment of Note Receivable
Impairment of note receivable is attributable to a promissory note in which management believes ultimate collection is not reasonably assured. As a result, a loss equal to the carrying value of the note receivable was recorded.
Interest Income
Interest income is non-cash interest relating to Pioneer’s note receivable. Pioneer records the value of the discount included in the note receivable as additional interest income from the promissory note.
Gain on Sale of Investment
Gain on sale of investment is related to the sale of 125,000 common shares of Macallan Oil and Gas Inc., which had a carrying value of $76,389, in exchange for a CDN$100,000 non-interest bearing promissory note due May 31, 2010.
Off-Balance Sheet Arrangements
Pioneer has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.
Material Commitments for Capital Expenditures
Pioneer had no contingencies or long-term commitments at August 31, 2010.
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.
Page - 11
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 management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management 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 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. Pioneer regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Pioneer 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 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.
Mineral Property Costs
Pioneer has been in the exploration stage since its inception on June 9, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. Pioneer assesses the carrying costs for impairment under ASC 360, “Property, Plant and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Item 7A. 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.
Page - 12
Item 8. Financial Statements and Supplementary Data.
PIONEER EXPLORATION INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
August 31, 2010
Page - 13
To the Directors and Stockholders of
Pioneer Exploration Inc. (An Exploration Stage Company)
We have audited the accompanying balance sheets of Pioneer Exploration Inc. (An Exploration Stage Company) as of August 31, 2010 and 2009 and the related statements of operations, cash flows and stockholders’ deficit for the years then ended, and accumulated from June 9, 2005 (Date of Inception) to August 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pioneer Exploration Inc. (An Exploration Stage Company) as of August 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and accumulated from June 9, 2005 (Date of Inception) to August 31, 2010, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and accumulated losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Manning Elliott LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 23, 2010
F - 1
Pioneer Exploration Inc.
(An Exploration Stage Company)
(Expressed in U.S. dollars)
|
August 31,
2010
$
|
August 31,
2009
$
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
1,005 | 5,299 | ||||||
|
Total Current Assets
|
1,005 | 5,299 | ||||||
|
Investment (Note 4)
|
– | 76,389 | ||||||
|
Total Assets
|
1,005 | 81,688 | ||||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
7,258 | 1,909 | ||||||
|
Accrued liabilities
|
30,976 | 29,300 | ||||||
|
Convertible notes payable (Note 7)
|
136,000 | 136,000 | ||||||
|
Due to related party (Note 6(a))
|
80,417 | 48,649 | ||||||
|
Total Liabilities
|
254,651 | 215,858 | ||||||
|
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
11,264,500 shares issued and outstanding
|
11,265 | 11,265 | ||||||
|
Additional Paid-In Capital
|
141,470 | 141,470 | ||||||
|
Donated Capital (Note 6(b))
|
41,250 | 36,750 | ||||||
|
Deficit Accumulated During the Exploration Stage
|
(447,631 | ) | (323,655 | ) | ||||
|
Total Stockholders’ Deficit
|
(253,646 | ) | (134,170 | ) | ||||
|
Total Liabilities and Stockholders’ Deficit
|
1,005 | 81,688 | ||||||
(The accompanying notes are an integral part of these financial statements)
F - 2
Pioneer Exploration Inc.
(An Exploration Stage Company)
(Expressed in U.S. dollars)
|
Accumulated from
|
For the
|
For the
|
||||||||||
|
June 9, 2005
|
Year
|
Year
|
||||||||||
|
(Date of Inception)
|
Ended
|
Ended
|
||||||||||
|
To August 31,
|
August 31,
|
August 31,
|
||||||||||
|
2010
|
2010
|
2009
|
||||||||||
| $ | $ | $ | ||||||||||
|
Revenue
|
– | – | – | |||||||||
|
Expenses
|
||||||||||||
|
Donated rent (Note 6(b))
|
11,250 | – | 1,500 | |||||||||
|
Donated services (Note 6(b))
|
30,000 | 4,500 | 6,000 | |||||||||
|
Foreign exchange loss (gain)
|
(1,806 | ) | 1,951 | (1,692 | ) | |||||||
|
General and administrative
|
28,150 | 7,190 | 9,700 | |||||||||
|
Impairment loss on mineral properties
|
7,500 | – | – | |||||||||
|
Accretion of beneficial conversion feature (Note 7)
|
81,834 | – | 81,834 | |||||||||
|
Mineral property costs
|
5,887 | – | – | |||||||||
|
Professional fees
|
209,856 | 35,375 | 47,355 | |||||||||
|
Total Expenses
|
372,671 | 49,016 | 144,697 | |||||||||
|
Operating Loss
|
(372,671 | ) | (49,016 | ) | (144,697 | ) | ||||||
|
Other Income (Expense)
|
||||||||||||
|
Impairment of note receivable (Note 3)
|
(93,760 | ) | (93,760 | ) | – | |||||||
|
Interest income (Note 3)
|
8,713 | 8,713 | – | |||||||||
|
Gain on sale of investment
|
10,087 | 10,087 | – | |||||||||
|
Net Loss
|
(447,631 | ) | (123,976 | ) | (144,697 | ) | ||||||
|
Net Loss Per Share – Basic and Diluted
|
(0.01 | ) | (0.01 | ) | ||||||||
|
Weighted Average Shares Outstanding
|
11,264,500 | 11,264,500 | ||||||||||
(The accompanying notes are an integral part of these financial statements)
F - 3
Pioneer Exploration Inc.
(An Exploration Stage Company)
(Expressed in U.S. dollars)
|
Accumulated
|
||||||||||||
|
From
|
For the
|
For the
|
||||||||||
|
June 9, 2005
|
Year
|
Year
|
||||||||||
|
(Date of Inception)
|
Ended
|
Ended
|
||||||||||
|
To August 31,
|
August 31,
|
August 31,
|
||||||||||
|
2010
|
2010
|
2009
|
||||||||||
| $ | $ | $ | ||||||||||
|
Operating Activities
|
||||||||||||
|
Net loss
|
(447,631 | ) | (123,976 | ) | (144,697 | ) | ||||||
|
Adjustment to reconcile net loss to net cash used in operating activities
|
||||||||||||
|
Accretion of beneficial conversion feature
|
81,834 | – | 81,834 | |||||||||
|
Donated services and rent
|
41,250 | 4,500 | 7,500 | |||||||||
|
Gain on sale of investment
|
(10,087 | ) | (10,087 | ) | – | |||||||
|
Foreign exchange gain
|
1,429 | 1,429 | – | |||||||||
|
Impairment of note receivable
|
93,760 | 93,760 | – | |||||||||
|
Interest income
|
(8,713 | ) | (8,713 | ) | – | |||||||
|
Changes in operating assets and liabilities
|
||||||||||||
|
Accounts payable
|
7,258 | 5,349 | (3,306 | ) | ||||||||
|
Accrued liabilities
|
30,976 | 1,676 | (51 | ) | ||||||||
|
Due from related party
|
3,902 | 2,202 | (786 | ) | ||||||||
|
Net Cash Used In Operating Activities
|
(206,022 | ) | (33,860 | ) | (59,506 | ) | ||||||
|
Investing Activities
|
||||||||||||
|
Purchase of investment
|
(76,389 | ) | – | (76,389 | ) | |||||||
|
Net Cash Used In Investing Activities
|
(76,389 | ) | – | (76,389 | ) | |||||||
|
Financing Activities
|
||||||||||||
|
Advances from related party
|
76,515 | 29,566 | 4,977 | |||||||||
|
Proceeds from convertible notes payable
|
142,000 | – | 136,000 | |||||||||
|
Proceeds from issuance of common stock
|
64,901 | – | – | |||||||||
|
Net Cash Provided by Financing Activities
|
283,416 | 29,566 | 140,977 | |||||||||
|
Increase (Decrease) in Cash
|
1,005 | (4,294 | ) | 5,082 | ||||||||
|
Cash - Beginning of Period
|
– | 5,299 | 217 | |||||||||
|
Cash - End of Period
|
1,005 | 1,005 | 5,299 | |||||||||
|
Non-cash Investing and Financing Activities
|
||||||||||||
|
Investment exchanged for note receivable
|
86,476 | 86,476 | – | |||||||||
|
Common shares issued to settle debt
|
6,000 | – | – | |||||||||
|
Supplemental Disclosures
|
||||||||||||
|
Interest paid
|
– | – | – | |||||||||
|
Income taxes paid
|
– | – | – | |||||||||
(The accompanying notes are an integral part of these financial statements)
F - 4
Pioneer Exploration Inc.
(An Exploration Stage Company)
For the Period from June 9, 2005 (Date of Inception) to August 31, 2010
(Expressed in U.S. dollars)
|
Deficit
|
|||||||||||
|
Accumulated
|
|||||||||||
|
Additional
|
During the
|
||||||||||
|
Common Stock
|
Paid-In
|
Donated
|
Exploration
|
||||||||
|
Shares
|
Par Value
|
Capital
|
Capital
|
Stage
|
Total
|
||||||
|
#
|
$
|
$
|
$
|
$
|
$
|
||||||
|
Balance – June 9, 2005 (Date of Inception)
|
–
|
–
|
–
|
–
|
–
|
–
|
|||||
|
Common stock issued for cash
at $0.001 per share
|
11,025,000
|
11,025
|
–
|
–
|
–
|
11,025
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
2,250
|
–
|
2,250
|
|||||
|
Net loss for the period
|
–
|
–
|
–
|
–
|
(6,681)
|
(6,681)
|
|||||
|
Balance – August 31, 2005
|
11,025,000
|
11,025
|
–
|
2,250
|
(6,681)
|
6,594
|
|||||
|
Common stock issued for cash
at $0.25 per share
|
215,500
|
216
|
53,660
|
–
|
–
|
53,876
|
|||||
|
Common stock issued for cash for stock subscriptions received recorded as loans payable
|
24,000
|
24
|
5,976
|
–
|
–
|
6,000
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
9,000
|
–
|
9,000
|
|||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
(54,679)
|
(54,679)
|
|||||
|
Balance – August 31, 2006
|
11,264,500
|
11,265
|
59,636
|
11,250
|
(61,360)
|
20,791
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
9,000
|
–
|
9,000
|
|||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
(47,342)
|
(47,342)
|
|||||
|
Balance – August 31, 2007
|
11,264,500
|
11,265
|
59,636
|
20,250
|
(108,702)
|
(17,551)
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
9,000
|
–
|
9,000
|
|||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
(70,256)
|
(70,256)
|
|||||
|
Balance – August 31, 2008
|
11,264,500
|
11,265
|
59,636
|
29,250
|
(178,958)
|
(78,807)
|
|||||
|
Beneficial conversion feature
|
–
|
–
|
81,834
|
–
|
–
|
81,834
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
7,500
|
–
|
7,500
|
|||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
(144,697)
|
(144,697)
|
|||||
|
Balance – August 31, 2009
|
11,264,500
|
11,265
|
141,470
|
36,750
|
(323,655)
|
(134,170)
|
|||||
|
Donated services and rent
|
–
|
–
|
–
|
4,500
|
–
|
4,500
|
|||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
(123,976)
|
(123,976)
|
|||||
|
Balance – August 31, 2010
|
11,264,500
|
11,265
|
141,470
|
41,250
|
(447,631)
|
(253,646)
|
|||||
(The accompanying notes are an integral part of these financial statements)
F - 5
Pioneer Exploration Inc.
(An Exploration Stage Company)
August 31, 2010
(Expressed in U.S. Dollars)
|
1.
|
Nature of Operations and Going Concern
|
The Company was incorporated in the State of Nevada on June 9, 2005. The Company is an Exploration 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 the acquisition and exploration of mineral properties. The Company has not identified and acquired any properties that contain mineral reserves that are economically recoverable.
These 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 secretary and convertible note holder, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2010, the Company has a working capital deficiency of $253,646 and has accumulated losses of $447,631 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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 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. The Company’s fiscal year-end is August 31.
|
b)
|
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 and deferred income tax asset valuation allowances. 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.
|
c)
|
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
|
|
d)
|
Investment
|
The Company accounts for the investment described in Note 4 pursuant to ASC 320 – Debt and Equity Securities. On November 30, 2009, the Company sold all of its investment in exchange for a promissory note (See Notes 3 and 4).
F - 6
Pioneer Exploration Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2010
(Expressed in U.S. Dollars)
|
2.
|
Summary of Significant Accounting Policies (continued)
|
|
e)
|
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.
|
f)
|
Asset Retirement Obligations
|
The Company follows the provisions of ASC 410 – 20, Asset Retirement Obligations which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at August 31, 2010 and 2009, the Company does not have any asset retirement obligations.
g) Financial Instruments and Fair Value Measurements
ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, note receivable, accounts payable, amounts due to a related party and convertible notes payable.
F - 7
Pioneer Exploration Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2010
(Expressed in U.S. Dollars)
|
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 note receivable, accounts payable, convertible notes payable and amounts due to a related party 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 August 31, 2010 as follows:
|
Fair Value Measurements Using
|
||||
|
Quoted Prices in
|
Significant
|
|||
|
Active Markets
|
Other
|
Significant
|
||
|
For Identical
|
Observable
|
Unobservable
|
Balance
|
|
|
Instruments
|
Inputs
|
Inputs
|
August 31,
|
|
|
(Level 1)
$
|
(Level 2)
$
|
(Level 3)
$
|
2010
$
|
|
|
Assets:
|
||||
|
Cash
|
1,005
|
–
|
–
|
1,005
|
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 comprehensive income and its components in the financial statements. During the years ended August 31, 2010 and 2009, the Company had no items that represent other comprehensive income.
F - 8
Pioneer Exploration Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2010
(Expressed in U.S. Dollars)
|
2.
|
Summary of Significant Accounting Policies (continued)
|
k) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at August 31, 2010, the Company had 261,667 potentially dilutive shares outstanding.
|
l)
|
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.
m) Recent Accounting Pronouncements
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring Liabilities at Fair Value, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2009-05 amends the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard became effective on September 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measures and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This guidance requires expanded disclosures only (see Note 2(h)), and did not have any impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
3.
|
Note Receivable
|
On November 30, 2009, the Company sold its investment of 125,000 common shares of Macallan Oil and Gas Inc. in exchange for a CDN$100,000 non-interest bearing promissory note due May 31, 2010 (See Note 4). The note receivable was discounted using a rate of 20% and accreted to its face value of CDN$100,000 as of May 31, 2010. At August 31, 2010, after translation into Canadian dollars, the note had a carrying value of $93,760. As at August 31, 2010, the Company has not yet received payment. However, the Company believes ultimate collection of the amount receivable is not reasonably assured and therefore has recorded an impairment against the balance at August 31, 2010.
F - 9
Pioneer Exploration Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2010
(Expressed in U.S. Dollars)
|
4.
|
Investment
|
The Company entered into two separate share purchase agreements to acquire an aggregate of 125,000 common shares of Macallan Oil & Gas Inc. (“Macallan”), a private company domiciled in Barbados, for an aggregate acquisition cost of CDN$93,750 as follows:
|
a)
|
On November 20, 2008, the Company entered into a share purchase agreement for the acquisition of 75,000 shares of Macallan for the purchase price of CDN$56,250 payable in instalments. On May 21, 2009, the Company paid the full amount of the purchase price of $46,050 (CDN$56,250).
|
|
b)
|
On November 20, 2008, the Company entered into a share purchase agreement for the acquisition of 50,000 shares of Macallan for the purchase price of CDN$37,500 payable in instalments. On May 21, 2009 the Company paid the full amount of the purchase price of $30,339 (CDN$37,500).
|
At August 31, 2009, the carrying value of the shares was $76,389. On November 30, 2009, the Company sold its investment of 125,000 common shares of Macallan Oil and Gas Inc. in exchange for CDN$100,000 non-interest bearing promissory note due May 31, 2010 (See Note 3).
|
5.
|
Mineral Properties
|
The Company entered into an agreement dated August 25, 2005 to acquire a 100% interest in three mineral claims located near Yale, British Columbia, Canada, for consideration of $7,500. The claims were registered in the name of the President of the Company, who has executed a trust agreement whereby the Secretary agreed to hold the claims in trust on behalf of the Company. The Vendor retains a 2% net smelter royalty. The cost of the mineral property was initially capitalized. As at August 31, 2006, the Company recognized an impairment loss of $7,500, as it had not yet been determined whether there are proven or probable reserves on the property. On January 16, 2008, the three mineral claims were allowed to lapse due to poor results from the first phase of the exploration program.
|
6.
|
Related Party Transactions
|
|
a)
|
As at August 31, 2010, the Company is indebted to the President of the Company for $80,417 (2009 - $48,649), representing expenditures paid on behalf of the Company. This amount is unsecured, non-interest bearing, and is due on demand.
|
|
b)
|
The Company recognizes donated services provided by the President of the Company at $250 per month and donated services provided by the previous President of the Company at $250 per month. In addition, the Company previously recognized donated rent at $250 per month up until February 28, 2009, after which the Company began renting office space from an unrelated third party. During the year ended August 31, 2010, the Company recognized $Nil (2009 – $1,500) in donated rent and $4,500 (2009 – $6,000) in donated services.
|
|
7.
|
Convertible Notes Payable
|
|
a)
|
On November 20, 2008, the Company received a $50,000 loan and issued a promissory note. The note 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.
|
In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options, the Company recognized the value of the embedded beneficial conversion feature of $50,000 as additional paid-in capital and an equivalent discount which was charged to operations as the note is due on demand.
|
b)
|
On February 19, 2009, the Company received a $50,000 loan and issued a promissory note. The note 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.
|
In accordance with ASC 470-20, the Company recognized the value of the embedded beneficial conversion feature of $20,833 as additional paid-in capital and an equivalent discount which was charged to operations as the note is due on demand.
F - 10
Pioneer Exploration Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2010
(Expressed in U.S. Dollars)
|
7.
|
Convertible Notes Payable (continued)
|
|
c)
|
On May 15, 2009, the Company received a $36,000 loan and issued a promissory note. The note 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.
|
In accordance with ASC 470-20, the Company recognized the value of the embedded beneficial conversion feature of $11,000 as additional paid-in capital and an equivalent discount which was charged to operations as the note is due on demand.
|
8.
|
Income Taxes
|
As at August 31, 2010, the Company has net operating losses carried forward of $223,287 available to offset taxable income in future years which commence expiring in fiscal 2025.
The income tax benefit differs from the amount computed by applying the combined federal and state income tax rate of 35% to net loss before income taxes for the period ended August 31, 2010 as a result of the following:
|
Year Ended
August 31,
2010
$
|
Year Ended
August 31,
2009
$
|
|||||||
|
Income tax recovery
|
(43,392 | ) | (50,644 | ) | ||||
|
Non-deductible expenses
|
34,392 | 31,267 | ||||||
|
Valuation allowance change
|
9,000 | 19,377 | ||||||
|
Provision for income taxes
|
– | – | ||||||
The significant components of deferred income tax assets and liabilities as at August 31, 2010 and 2009, after applying enacted corporate income tax rates, are as follows:
|
August 31,
2010
$
|
August 31,
2009
$
|
|||||||
|
Deferred income tax assets
|
||||||||
|
Mineral property costs
|
2,625 | 2,625 | ||||||
|
Net operating losses carried forward
|
78,150 | 69,150 | ||||||
|
Total deferred income tax assets
|
80,775 | 71,775 | ||||||
|
Valuation allowance
|
(80,775 | ) | (71,775 | ) | ||||
|
Net deferred income tax asset
|
– | – | ||||||
The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
F - 11
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are no changes in and disagreements with Pioneer’s accountants on accounting and financial disclosure. Pioneer’s Independent Registered Public Accounting Firm from inception to the current date is Manning Elliott LLP, Chartered Accountants, 11th Floor, 1050 West Pender Street, Vancouver, British Columbia, V6E 3S7, Canada.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by Pioneer’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Pioneer’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of August 31, 2010. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, Pioneer’s management 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 accumulated or communicated to management to allow timely decisions regarding required disclosure. In particular, Pioneer has identified material weaknesses in internal control over financial reporting, as discussed below.
In March 2009, management implemented the following remediation procedures, which are intended to remediate the causes of Pioneer’s disclosure procedures and controls ineffectiveness:
|
·
|
adopted a Disclosure Committee Charter (see Exhibit 99.1 for more details)
|
|
·
|
appointed Pioneer’s officers and directors to the Disclosure Committee
|
|
·
|
adopted policy to utilize external service providers to review and provide comment on disclosure reports and statements
|
Management’s Report on Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. Pioneer’s internal control over financial reporting is a process designed under the supervision of Pioneer’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Pioneer’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
|
·
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Pioneer’s assets;
|
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
|
|
·
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2010, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.
Page - 25
A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Pioneer’s annual or interim financial statements will not be prevented or detected on a timely basis.
The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on Pioneer’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Pioneer’s Chief Financial Officer in connection with the audit of its financial statements as of August 31, 2010 and communicated the matters to management.
As a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of August 31, 2010, Pioneer’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on Pioneer’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on Pioneer’s board of directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial reporting.
Pioneer is committed to improving its financial organization. As part of this commitment and when funds are available, Pioneer will create a position to Pioneer to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting expertise within the accounting function by: (i) appointing one or more outside directors to its board of directors who will also be appointed to the audit committee of Pioneer resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; and (ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on Pioneer’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support Pioneer if personnel turn-over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues Pioneer may encounter in the future.
Management will continue to monitor and evaluate the effectiveness of Pioneer’s internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Pioneer’s independent auditors have not issued an attestation report on management’s assessment of Pioneer’s internal control over financial reporting. As a result, this annual report does not include an attestation report of Pioneer’s independent registered public accounting firm regarding internal control over financial reporting. Pioneer was not required to have, nor has Pioneer, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit Pioneer to provide only management’s report in this annual report.
Page - 26
Changes in Internal Controls
There were no changes in Pioneer’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August 31, 2010, that materially affected, or are reasonably likely to materially affect, Pioneer’s internal control over financial reporting.
Item 9B. Other Information
During the fourth quarter of the fiscal year covered by this Form 10-K, Pioneer reported all information that was required to be disclosed in a report on Form 8-K.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
(a) Identify Directors and Executive Officers
Each director of Pioneer holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified, or (iii) the director resigns.
Pioneer’s management team is listed below.
|
Officer’s Name
|
Pioneer Exploration Inc.
|
|
Thomas Brady
|
Director,
President, CEO, CFO,
Treasurer, and Corporate Secretary
|
Thomas Brady ● Mr. Brady (58) has been a director and the treasurer and corporate secretary of Pioneer since June 2005. Mr. Brady was the vice-president, communications for TTM Resources Inc. from May 2004 to November 2006 and has served as a consultant from November 2006 to present. From May 2001 to May 2004 he was the manager of information systems for Starfield Resources Inc. Mr. Brady was a director of GTO Resources Inc. from July 2003 to December 2003. Mr. Brady has been a consultant to Wyn Developments Inc., United Resource Group Inc. and Metalquest Minerals Inc. (formerly Sonora Gold Corp) from May 2004 to present. From May 2003 to May 2005 he was a director and the secretary-treasurer of Chilco River Holdings Inc. Mr. Brady has served as president of BBX Marketing Corp. (formerly Momentum Marketing Corporation) from 1992 to present. He has been Vice President-Communications of Red Tusk Resources Inc. from May 2004 to May 2005. Mr. Brady has been the president of the Vancouver Petroleum Club since July 2006. Mr. Brady holds a Bachelor of Commerce degree from the University of Manitoba.
(b) Identify Significant Employees
Pioneer has no significant employees other than the directors and officers of Pioneer.
(c) Family Relationships
There are no family relationships among the directors, executive officers or persons nominated or chosen by Pioneer to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings
During the past ten years, none of Pioneer’s directors or officers has been:
|
|
●
|
a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
|
|
|
●
|
convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
●
|
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
|
|
●
|
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;
|
|
|
●
|
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
|
●
|
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
●
|
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
● any Federal or State securities or commodities law or regulation; or
● any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
● any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
●
|
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
(e) Compliance with Section 16(a) of the Exchange Act.
All reports were filed with the SEC on a timely basis and Pioneer is not aware of any failures to file a required report during the period covered by this annual report.
(f) Nomination Procedure for Directors
Pioneer does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Pioneer has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.
(g) Audit Committee Financial Expert
Pioneer has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Pioneer’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. Pioneer’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of Pioneer and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.
(h) Identification of Audit Committee
Pioneer does not have a separately-designated standing audit committee. Rather, Pioneer’s entire board of directors perform the required functions of an audit committee. Currently, Warren Robb and Thomas Brady are the only members of Pioneer’s audit committee, but they do not meet Pioneer’s independent requirements for an audit committee member. See “Item 12. (c) Director independence” below for more information on independence.
Page - 27
Pioneer’s audit committee is responsible for: (1) selection and oversight of Pioneer’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by Pioneer’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.
As of August 31, 2010, Pioneer did not have a written audit committee charter or similar document.
(i) Code of Ethics
Pioneer has adopted a financial 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 604-618-0948 to request a copy of Pioneer’s financial code of ethics. Management believes Pioneer’s financial code of ethics is reasonably designed to deter wrongdoing 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.
Item 11. Executive Compensation.
Pioneer has paid no compensation to its named executive officers during its fiscal year ended August 31, 2010.
SUMMARY COMPENSATION TABLE
|
Name and principal position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock Awards
($)
(e)
|
Option Awards
($)
(f)
|
Non-Equity Incentive Plan
($)
(g)
|
Non-qualified Deferred Compen-
sation Earnings
($)
(h)
|
All other compen-sation
($)
(i)
|
Total
($)
(j)
|
|
Thomas Brady
CEO and CFO
Secretary/Treasurer
Jun 2005 – present
|
2008
2009
2010
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
|
Warren Rob
CEO and CFO
Jun 2005 – Mar 2010
|
2008
2009
2010
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
nil
nil
nil
|
Since Pioneer’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between Pioneer and any of its directors whereby such directors are compensated for any services provided as directors.
There are no employment agreements between Pioneer and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of Pioneer or from a change in a named executive officer’s responsibilities following a change in control.
Page - 28
Item 12. Security Ownership of Certain Beneficial Holders and Management.
(a) Security Ownership of Certain Beneficial Owners (more than 5%)
|
(1)
Title of Class
|
(2)
Name and Address of Beneficial Owner
|
(3)
Amount and Nature of
Beneficial Owner [1]
|
(4)
Percent
of Class [2]
|
|
common stock
|
Thomas Brady
202 - 750 W. Pender St
Vancouver, British Columbia
V6C 2T7 Canada
|
2,500,000
|
22.2%
|
|
|
[1] The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-KSB from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.
|
|
|
[2] Based on 11,264,500 shares of common stock issued and outstanding as of November 29, 2010.
|
(b) Security Ownership of Management
|
(1)
Title of Class
|
(2)
Name and Address of Beneficial Owner
|
(3)
Amount and Nature of Beneficial Owner
|
(4)
Percent
of Class [1]
|
|
common stock
|
Thomas Brady
202 - 750 W. Pender St
Vancouver, British Columbia
V6C 2T7 Canada
|
2,500,000
|
22.2%
|
|
common stock
|
Directors and Executive Officers (as a group)
|
2,500,000
|
22.2%
|
|
|
[1] Based on 11,264,500 shares of common stock issued and outstanding as of November 29, 2010.
|
(c) Changes in Control
Management is not aware of any arrangement that may result in a change in control of Pioneer.
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with Related Persons
Since the beginning of Pioneer’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which Pioneer was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of Pioneer’s total assets at year-end for the last three completed fiscal years, except for the following:
|
1.
|
Donated Services and Rent
|
Warren Robb, Pioneer’s former President, CEO, CFO and director, donated services to Pioneer that are recognized on its financial statements. Also, Thomas Brady, Pioneer’s current President, CEO, CFO, Corporate Secretary, Treasurer, and director, donated services and rent to Pioneer that are recognized on its financial statements. From inception on June 9, 2005 to August 31, 2010, Pioneer recognized a total of $30,000 for donated services at a rate of $250 per month and $11,250 for donated rent at a rate of $250 per month.
(b) Promoters and control persons
During the past five fiscal years, Thomas Brady and Warren Robb have been promoters of Pioneer’s business, but none of these promoters have received anything of value from Pioneer nor is any person entitled to receive anything of value from Pioneer for services provided as a promoter of the business of Pioneer.
(c) Director independence
Pioneer’s board of directors currently consists of Thomas Brady. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Pioneer’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of Pioneer or any other individual having a relationship which, in the opinion of Pioneer’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Pioneer in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of Pioneer’s stock will not preclude a director from being independent.
Page - 29
In applying this definition, Pioneer’s board of directors has determined that Mr. Brady does not qualify as an “independent director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual.
As of the date of the report, Pioneer did not maintain a separately designated compensation or nominating committee.
Pioneer has also adopted this definition for the independence of the members of its audit committee. Thomas Brady serves on Pioneer’s audit committee. Pioneer’s board of directors has determined that Mr. Brady is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is not “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.
Item 14. Principal Accounting Fees and Services
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for Pioneer’s audit of annual financial statements and for review of financial statements included in Pioneer’s Form 10-Q’s or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
2010 - $13,500 – Manning Elliott LLP – Chartered Accountants
2009 - $14,500 – Manning Elliott LLP – Chartered Accountants
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Pioneer’s financial statements and are not reported in the preceding paragraph:
2010 - $nil – Manning Elliott LLP – Chartered Accountants
2009 - $nil – Manning Elliott LLP – Chartered Accountants
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
2010 - $nil – Manning Elliott LLP – Chartered Accountants
2009 - $nil – Manning Elliott LLP – Chartered Accountants
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
2010 - $nil – Manning Elliott LLP – Chartered Accountants
2009 - $nil – Manning Elliott LLP – Chartered Accountants
(5) The percentage of hours expended on the principal accountant’s engagement to audit Pioneer’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was nil %.
Page - 30
Item 15. Exhibits, Financial Statement Schedules.
1. Financial Statements
Audited financial statements of Pioneer Exploration Inc. have been included in Item 8 above.
2. Financial Statement Schedules
|
|
All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.
|
3. Exhibits
All Exhibits required to be filed with the Form 10-K are included in this annual 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 and SEC File Number 000-53784.
|
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
|
Page - 31
|
Exhibit
|
Description
|
Status
|
|
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
|
|
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
|
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.
By: /s/ Thomas Brady
Name: Thomas Brady
Title: Director and CEO
Dated: November 29, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Pioneer Exploration Inc. and in the capacities and on the dates indicated have signed this report below.
|
Signature
|
Title
|
Date
|
|
/s/ Thomas Brady
|
President, Chief Executive Officer,
Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer
Treasurer, and Corporate Secretary
Member of the Board of Directors
|
November 29, 2010
|
|
Thomas Brady
|
Page - 32
Exhibit 31
Page - 33
PIONEER EXPLORATION INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Thomas Brady, certify that:
1. I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2010 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: November 29, 2010
/s/ Thomas Brady
Thomas Brady
Chief Executive Officer
Page - 34
PIONEER EXPLORATION INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Thomas Brady, certify that:
1. I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2010 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: November 29, 2010
/s/ Thomas Brady
Thomas Brady
Chief Financial Officer
Page - 35
Exhibit 32
Page - 36
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 Annual Report of Pioneer Exploration Inc. (the “Company”) on Form 10-K for the period ending August 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Brady, 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/ Thomas Brady
Thomas Brady
Chief Executive Officer
November 29, 2010
Page - 37
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 Annual Report of Pioneer Exploration Inc. (the “Company”) on Form 10-K for the period ending August 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Brady, 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/ Thomas Brady
Thomas Brady
Chief Financial Officer
November 29, 2010
Page - 38