UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

SEC FILE NUMBER 000-53520

 

(Check One): ¨ Form 10-K ¨ Form 20-F      ¨ Form 11-K x Form 10-Q
  ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR
   
  For Period Ended: August 31, 2016
  ------------------------
  ¨ Transition Report on Form 10-K
  ¨ Transition Report on Form 20-F
  ¨ Transition Report on Form 11-K
  ¨ Transition Report on Form 10-Q
  ¨ Transition Report on Form N-SAR
  For the Transition Period Ended:

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT

THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION

 

FULL NAME OF REGISTRANT

 

Discovery Energy Corp.

 

 

 

FORMER NAME IF APPLICABLE

 

Santos Resource Corp.

 

 

 

ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)

 

One Riverway, Suite 1700

 

 

 

CITY, STATE AND ZIP CODE

 

Houston, Texas 77056

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) x

 

(a) The reasons described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;

 

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-O, or portion thereof will be filed on or before the fifth calendar day following the prescribed date; and

 

 

 

 

(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file its Quarterly Report on Form 10-Q for the period ended August 31, 2016 within the prescribed time period without unreasonable effort and expense due to the unavailability of certain information that may materially affect the disclosure to be contained in the Report.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

             
    Keith J. McKenzie   (604)   649-1361
    (Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).

 

x  Yes ¨ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

x  Yes ¨ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Discovery Energy Corp.

 

(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 17, 2016 By: /s/ Michael D. Dahlke
      Michael D. Dahlke, President

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

 

Explanation Of Expected Variance

 

During the most recent quarter ended August 31, 2016, the Company initiated a 3D seismic survey covering a portion of its exploratory acreage in South Australia with funds raised at the very end of the previous quarter ended May 31, 2016. Previously, the Company’s activities had focused primarily on raising capital, an activity considerably less costly than oil exploration activities such as seismic surveying.

 

The company has elected to use the “successful efforts” method in accounting for its oil and gas exploration and production expenditures. This methodology requires that expenditures such as those made recently be expensed during the quarter.

 

The contracted value of the oil exploration work exceeds $2.3 million, 90% of which was spent during the quarter ended August 31, 2016. The reported loss associated with the this expense alone is estimated to be more than 20 times the total expenditures recorded during the quarter ended August 31, 2015.

 

Therefore, the Company anticipates that the reported loss for the 3-month period ended August 31, 2016 will change significantly from the loss reported for the comparable quarter ended August 31, 2015.