UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2009

 

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the transition period from              to              

 

Commission File Number 000-52794

 

SENTRY PETROLEUM LTD.

 (Exact Name of Registrant as Specified in its Charter)

 

 

(866) 680-7649

(Registrant’s Telephone Number, Including Area Code)

  

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes x    No  o   

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  x

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

November 30, 2009

Index

Consolidated Balance Sheets

F-2

Consolidated Statements of Operations

F-3

Consolidated Statements of Cash Flows

F-4

Notes to the Consolidated Financial Statements

F-5

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

					November 30		February 28
					2009		2009
					$		$
					(Unaudited)		(Audited)
ASSETS
Current Assets
	Cash				383,437		473,787
	Goods and Services Tax Receivable				11,803		-
Total Current Assets					395,240		473,787
Property and Equipment
	Oil and gas on the basis of full cost accounting
		Unproved properties (Note 3)			268,362		98,351
	Property and Equipment (Note 4)				13,317		18,476
					281,679		116,827
Total Assets					676,919		590,614
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable				29,597		10,253
	Accrued Liabilities (Note 6)				2,000		-
	Due to related party (Note 5)				1,021		1,025
Total Liabilities					32,618		11,278
Going concern (Note 1)
Commitments (Note 9)
Stockholders' Equity/(Deficit)
Common stock: (Note 7)
100,000,000 share authorized, $0.0001 par value,
46,325,600 shares issued and outstanding					4,633		4,633
Additional Paid in Capital					1,390,341		1,222,670
Donated Capital					50,000		50,000
Accumulated other comprehensive income (loss)					47,720		(17,579)
Deficit Accumulated During the Exploration Stage					(848,393)		(680,388)
Total Stockholders' Equity					644,301		579,336
Total Liabilities and Stockholders' Equity					676,919		590,614

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-2

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

(Unaudited)

										For the period
		Three months		Three months		Nine months		Nine months		February 23, 2006
		ended		ended		ended		ended		(Date of Inception)
		November 30		November 30		November 30		November 30		to November 30
		2009		2008		2009		2008		2009
		$		$		$		$		$
Revenue		-		-		-		-		-
Expenses
	Foreign exchange loss	(12,885)		88,483		(89,655)		150,728		140,366
	General and administrative	90,013		48,160		245,279		179,182		679,126
	Professional fees	1,000		2,527		12,821		19,915		60,880
Total Expenses		78,128		139,170		168,445		349,825		880,372
Other Income
	Interest Income	296		3,466		440		21,943		31,979
Net Income (Loss) for the Period		(77,832)		(135,704)		(168,005)		(327,882)		(848,393)
Other Comprehensive income (loss)
	Foreign currency translation	20,996		(19,020)		65,299		(17,729)		47,720
Comprehensive income (loss)		(56,836)		(154,724)		(102,706)		(345,611)		(800,673)
Net Loss Per Share - Basic and Diluted		(0.00)		(0.00)		(0.00)		(0.01)
Weighted Average Shares Outstanding		46,325,600		46,325,600		46,325,600		46,325,600

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-3

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

								From
				Nine months		Nine months		February 23, 2006
				ended		ended		(Date of Inception)
				November 30		November 30		to November 30
				2009		2008		2009
				$		$		$
Cash Flows From (Used in) Operating Activities
	Net Income (Loss) for the period			(168,005)		(327,882)		(848,393)
	Adjustments to reconcile net cash to operating activities:
		Depreciation		9,717		1,471		12,142
		Donated services		-		-		50,000
		Stock based compensation		167,671		-		228,693
	Change in operating assets and liabilities:
		Goods and Services Tax receivable		(11,803)		-		(11,803)
		Accounts payable and accrued liabilities		21,344		27,947		31,597
		Due to related party		(4)		1,464		1,021
Net Cash From (Used in) Operating Activities				18,920		(289,500)		(536,743)
Cash Flows Used in Investing Activities
	Unproved properties			(170,011)		(92,456)		(268,362)
	Additions to equipment			(4,558)		-		(25,459)
Net Cash Used in Investing Activities				(174,569)		(92,456)		(293,821)
Cash Flows From Financing Activities
	Proceeds from issuance of common shares			-		-		1,166,281
Net Cash From Financing Activities				-		-		1,166,281
Increase (decrease) in Cash and Cash Equivalents				(155,649)		(381,956)		335,717
Effect of foreign currency translation on cash and cash equivalent				65,299		(17,729)		47,720
Cash -  Beginning of Period				473,787		972,886		-
Cash - End of  the Period				383,437		573,201		383,437
Supplemental Disclosure
	Interest paid			-		-		-
	Income taxes paid			-		-		-

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-4

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Sentry Petroleum Ltd.

(formerly Summit Explorations Inc.)

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

November 30, 2009

 

 

1.

Nature of Operations and Continuance of Business

Sentry Petroleum Ltd. (the “Company”) is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting By Development Stage Enterprises” incorporated under the laws of the State of Nevada on February 23, 2006 as Summit Exploration Inc. On December 3^rd, 2007 the Company changed its name from Summit Exploration Inc. to Sentry Petroleum Ltd. The Company is engaged in the acquisition, exploration, and development of oil and gas properties.

The Company has no revenues and has not generated any cash flows from operations to fund its acquisition, exploration and development activities. The Company intends to rely upon the issuance of equity securities to finance its oil and gas property acquisitions and exploration and development on acquired properties, however there can be no assurance it will be successful in raising the funds necessary, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. As at November 30, 2009, the Company has accumulated losses since inception of $848,393.  These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

On April 7, 2006, the Company filed an SB-2 Registration Statement (“SB-2”) with the United States Securities and Exchange Commission to offer a minimum of 2,500,000 common shares to a maximum of 5,000,000 common shares of the Company at $0.10 per common share for minimum proceeds of $250,000 and maximum proceeds of $500,000.  The SB-2 was declared effective on June 19, 2006, and on November 17, 2006, the Company issued 3,162,800 common shares for cash proceeds of $316,280.

On June 26, 2007, the Company filed an SB-2 Registration Statement (“SB-2”) with the United States Securities and Exchange Commission to offer up to a maximum of 15,000,000 common shares of the Company at $0.05 per common share for maximum proceeds of $750,000.  The SB-2 was declared effective on July 11, 2007, and on November 1, 2007, the Company issued 15,000,000 common shares for cash proceeds of $750,000.

Effective November 26, 2007, the Company authorized a 2 to 1 share split.

On April 15, 2008, the Company incorporated a subsidiary company, Sentry Petroleum (Australia) Pty. Ltd.

 

2.

Summary of Significant Accounting Policies

a.

Basis of Presentation

These unaudited financial statements have been prepared in accordance with the instructions to SEC Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such instructions. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto as at February 28, 2009.

In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal, recurring nature. Operating results for the nine-month period ended November 30, 2009 are not necessarily indicative of the results that can be expected for the year ended February 28, 2010.

b.

Principles of Consolidation

The consolidated financial statements, which include the Company and its subsidiary, Sentry Petroleum (Australia) Pty. Ltd.,  are compiled in accordance with generally accepted accounting principles in the United States of America. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of its wholly-owned subsidiary.

F-5

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

November 30, 2009

2.

Summary of Significant Accounting Policies (continued)

 

c.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  The Company regularly evaluates estimates and assumptions related to donated services 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.

d.

Comprehensive Loss

In accordance with SFAS 130, "Reporting Comprehensive Income" ("SFAS 130"), comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. For the 2009 year, the Company’s other comprehensive income represented foreign currency translation adjustments.

e.

 Foreign Currency Translation

The Company's functional currency is US dollars. Foreign currency balances are translated into US dollars as follows:

Monetary assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses arising are included in the determination of net income for the respective periods.

The functional currency of the wholly owned subsidiary is Australian dollars. The assets and liabilities arising from these operations are translated at current exchange rates and related revenues and expenses at the exchange rates in effect at the time the revenue or expense is incurred. Resulting translation adjustments, if material, are accumulated as a separate component of accumulated other comprehensive income in the statement of stockholders' deficit while foreign currency transaction gains and losses are included in operations.

f.

Oil and Gas Property

The Company follows the full cost method of accounting for oil and gas operations whereby all costs associated with the acquisition, exploration and development of oil and gas properties will be capitalized in cost centers on a country-by-country basis. These capitalized amounts include the costs of unproved properties, internal costs directly related to acquisitions, development and exploration activities, asset retirement costs and capitalized interest.  They include geological and geophysical studies, and costs of drilling both productive and non-productive wells.  

Amortization will be calculated for producing properties by using the unit-of-production method based on proved reserves before royalties, as determined by management of the Company or independent consultants.  Unproved reserves are exempt from amortization and are subject to annual assessment as noted below.  Sales of oil and gas properties will be accounted for as adjustments of capitalized costs, without any gain or loss recognized, unless such adjustments significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center.  Costs of abandoned oil and gas properties will be accounted for as adjustments of capitalized cost and written off to expense.

F-6

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

November 30, 2009

2.

Summary of Significant Accounting Policies (continued)

f.

Oil and Gas Property – (continued)

A ceiling test will be applied to each cost center by comparing the net capitalized costs to the present value of the estimated future net revenue from production of proved reserves, based on commodity prices in effect as at the Company’s year-end and based on current operating costs, discounted by 10%, less the effects of future costs to develop and produce the proved reserves, , plus the lower of costs or estimated fair value of unproved properties net of impairment, and less the effects of income taxes.  Any excess capitalized costs are written off to operations.

Unproved properties will be assessed for impairment on an annual basis by applying factors that rely on historical experience. In general, the Company may write-off any unproved property under one or more of the following conditions:

i)

there are no firm plans for further drilling on the unproved property;

ii)

negative results were obtained from studies of unproved property;

ii)

negative results were obtained from studies conducted in the vicinity of the unproved property; or

iv)

the remaining term of the unproved property does not allow sufficient time for further studies or drilling.

g.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.  Management does not believe that any recently issued but not yet effective accounting standards; if currently adopted would have a material effect on the accompanying financial statements.

3.

Unproved properties

The Company’s oil and gas properties are located in Australia and its interests in these properties are maintained pursuant to the terms of Authority to Prospect (“ATP”) granted by the Department of Mines and Energy in Queensland. The Petroleum and Gas (Production and Safety) Act 2004 provides the framework for accessing land to explore and develop petroleum and coal seam gas resources in Queensland. The granting process involves a commitment to a work program that must be carried out within specific time periods. See Note 9 Commitments.

During the year ended February 28, 2009, the Company acquired 100% working interest in the following tenures in Queensland Australia for cash consideration revealed below: ATP 862, ATP 864, ATP 865 and ATP 866. A 7% gross overriding royalty was given to the original tenure holder.

	Period Ended November 30, 2009				Year Ended February 28, 2009
	Acquisition	Exploration	Total		Acquisition	Exploration	Total
	Costs	Costs	Costs		Costs	Costs	Costs
	$	$	$		$	$	$
ATP 862	7,590	86,459	94,049		7,590	1,939	9,529
ATP 864	7,590	15,738	23,328		7,590	-	7,590
ATP 865	5,510	124,194	129,704		5,510	68,132	73,642
ATP 866	7,590	13,691	21,281		7,590	-	7,590
	28,280	240,082	268,362		28,280	70,071	98,351

F-7

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

November 30, 2009

4.

Equipment

	Period ended November 30, 2009				Year ended February 28, 2009
		Accumulated	Net Book			Accumulated	Net Book
	Cost	Amortization	Value		Cost	Amortization	Value
	$	$	$		$	$	$
Computer equipment	9,064	(5,265)	3,799		4,506	(1,984)	2,522
Furniture and fixtures	1,246	(629)	617		1,246	(442)	804
Seismic software	15,150	(6,249)	8,901		15,150	-	15,150
Total	25,460	(12,143)	13,317		20,902	(2,426)	18,476

 

 

5.

Related Party Transactions/Balances

During the nine-month period ended November 30, 2009 the Company paid $nil to the President of the Company for consulting services, ($15,000 to the former President in 2008), and $5,500 to Prime Energy Consultants, a company wholly owned by the President of the Company for reimbursement of expenses, ($4,907 to the former President in 2008). As of November 30, 2009 the Company owes $1,021 to Aide-de-Camp Services, a company wholly owned by the Secretary of the Company for accounting and secretarial services, ($1,235 in 2008).

6.

Accrued Liabilities

As at November 30, 2009, accrued liabilities consist of $2,000 (November 30, 2008: $nil) for professional fees.

7.

Common stock

On February 23, 2006, the Company issued 2 common shares to the President of the Company of cash proceeds of $1.

On March 8, 2006, the Company issued 10,000,000 common shares at $.01 per common share to the President of the Company for cash proceeds of $100,000. In addition, the Company cancelled the 2 common shares issued to the President of the Company.

On November 17, 2006, the Company issued 6,325,600 common shares at $.05 per common share for cash proceeds of $316,280.

On November 2, 2007, the Company issued 30,000,000 common shares at $.025 per common share for cash proceeds of $750,000

Effective November 26, 2007, the Company authorized a 2 for 1 share split. These financial statements give retroactive application to this event.

On December 3, 2007, the Company increased its authorized share capital to 100,000,000, common shares of $.0001 par value.

F-8

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Sentry Petroleum Ltd.

(formerly Summit Exploration Inc.)

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

November 30, 2009

8.

Stock options and warrants

On February 28, 2009 management options were awarded to our Board of Directors and management team. The following stock options were outstanding as of November 30, 2009.

	Exercise	Currently	Fair	Expiry
Number	price	Exercisable	Value	Date
825,000	$ 1.04	-	$ 653,407	February 2014

The fair value for stock options was estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:

Expected volatility – 114.98%

Risk-free interest rate – 2.07%

Expected life of options – 3 years

Fair value - $.725 - $.852

During the nine month period ended November 30, 2009, the Company recognized $167,671 in stock-based compensation expense. Stock option compensation will have to be approved by shareholders before taking effect.

As at November 30, 2009, there were $424,715 of unrecognized compensation costs related to non-vested stock options.

There were no warrants outstanding.

9.

Commitments

Under the oil and gas tenures described in Note 3 and in the assignment agreements with the original grantor, the Company is committed to the following work programs in order to maintain its interest in those tenures.

Tenure		Commitment		Commitment
		in US $		Period
				Remaining
ATP 862		3,744,000		3 years
ATP 864		3,574,400		3 years
ATP 865		2,745,600		3 years
ATP 866		3,225,600		3 years

F-5

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

Forward-Looking Statements

This Form 10-Q includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-Q, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.

Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.

Sentry Petroleum Ltd. ("Sentry") is a Denver, Colorado based oil and gas exploration stage company. To date the Company has had no revenues, have achieved losses since inception, and have been issued a going concern opinion from the auditors. The company operates four exploration interests (Authority to Prospect 862, 864, 865, and 866) in the Adavale Basin of Queensland Australia. The Adavale basin is a commercially proven petroleum basin. Our permits encompass 6.9 million net acres.

Sentry Petroleum has commenced its exploration program on Authority to Prospect 862, 864, 865, and 866 and will continue its efforts to secure joint ventures agreements and additional exploration or production properties.

 

Employees and Consultants

The Registrant has no employees.

 

Plan of Operations

Our plan of operations for the next 12 months is to continue our work obligations on ATP 862, 864, 865, and 866 in the Adavale basin in Queensland Australia and to continue our assessment of various onshore exploration permits in Australia and Asia.  

We have been in operation only since February 23, 2006 and have experienced losses since that time. As of November 30, 2009, we have $362,622 in working capital. We have sufficient funds to carry out a limited plan of operations for the next twelve months, however we do not have sufficient funds to complete the four year obligation on ATP 862, 864, 865, and 866. We will therefore require additional funds. We rely principally on the issuance of common shares by private placements to raise funds to finance our business. There is no assurance that market conditions will continue to permit us to raise funds when required. If possible, we will issue more common shares at prices we determine, possibly resulting in dilution of the value of common shares.

We are an exploration stage company with limited operations and have not yet received revenues from operations, generated profitability or experienced positive cash flow from operations. During the next 12 months we will continue the analysis of seismic data initiated by consultants previously contracted.  Our CEO, VP of Exploration, and Chief Geophysicist have extensive experience in the oil and gas industry with specific industry experience in exploration in Australia and Asia.

With the company’s successful securing of exploration interests ATP 862, 864, 865, and 866 we are obliged to complete proposed work programs to maintain our interests in good standing. As of November 30, 2009 our committed expenditures over the next three years total $13,289,600. We do not have sufficient capital to satisfy the potential future exploration expenditures and we will rely principally on the issuance of Common Stock to raise funds to finance the expenditures that we expect to incur to pursue exploration interests. Failure to raise additional funds will result in the failure to meet our obligations and the relinquishment of our interest in our acquired permits. We have relied principally on the issuance of Common Stock in private placements to raise funds to support our business but there can be no assurance that we will be successful in raising additional funds through the issuance of additional equity.

We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.

 

Results of Operations

The Company recorded a net loss for the quarter ended November 30, 2009 of $77,832 compared to $135,704 for the same period last year. The loss for the period essentially resulted from general and administrative expenses of $90,013 for the quarter, compared to $48,160 for the same period last year. In addition, the company recorded a gain on foreign exchange of $12,885, compared to a loss of $88,483 for the same period last year caused by fluctuation in the US dollar compared to the Canadian and Australian dollars. Professional fees for the quarter were $1,000 (2008 - $ 2,527).

 

Liquidity and Capital Resources

At November 30, 2009, our current assets total $395,240 compared to $473,787 at the beginning of the fiscal year. Our current assets consisted of cash $383,437 (February 2009: $473,787) and Goods and Services tax Receivable of $11,803 (February 2009: Nill). Our work programs have been approved by the state government for the next three years. We will require additional funding to discharge our exploration obligations. Should we fail to raise additional funds, we will be unable to carry out our plan of operations. We rely upon the sale of our securities to fund operations.

Our current liabilities at November 30, 2009 were $32,618 (February 2009: $11,278). Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

 

 

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Off-balance sheet arrangements

We do not have any off-balance sheet arrangements.

 

Recent accounting pronouncements

There have been no recent accounting pronouncement since the filing of the Company's Form 10Q, filed on October 8, 2009, that have a material impact on the Company's financial presentation and disclosure.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

 

(b) Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended November 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

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Item 4T. Controls and Procedures

N/A

PART II -OTHER INFORMATION

 

Item 1. Legal Proceedings

None.

 

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2009 Annual Report on Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 19, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-133079, permitting us to offer a minimum of 2,500,000 pre-split shares and a maximum 5,000,000 pre-split shares at $0.10 per share. There is no underwriter involved in our public offering. On November 17, 2006, we completed our public offering by selling 3,162,800 pre-split shares of common stock and raising $316,280. On November 1, 2007, we completed a public offering by selling 15,000,000 pre-split shares of common stock pursuant to an SB-2 Registration statement, file number 333-144063 and raising $750,000. The use of proceeds through November 30, 2009 are as follows:

 

Audit

$ 37,744

Legal

$ 19,135

Website development

$ 21,696

Unproved properties

$268,362

Working capital

$338,389

Item 3. Defaults Upon Senior Securities

None

 

Item 4. Submissions of Matters to a Vote of Security Holders

None

 

Item 5. Other Information

None

 

 

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Item 6. Exhibits

(a) Exhibits

Exhibit No.	Exhibit Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer)
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

SENTRY PETROLEUM LTD.

(Registrant)