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: May 31, 2018

—————————

[  ] 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 May 31, 2018 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: July 16, 2018 By: /s/ Michael D. Dahlke
      Michael D. Dahlke, President

 

A T T E N T I O N

 

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

 

 
 

 

Explanation of Expected Variance

 

During the quarter ended May 31, 2018, the Company’s net loss increased significantly over that for the quarter ended May 31, 2017. Such net loss is expected to be approximately 68% greater than the net loss for the quarter ended May 31, 2017. Nearly all of the increase in the net loss is attributable to the change in the calculated value of the derivative liabilities associated with the Company’s debentures. However, this change is a non-cash expense.