UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended May 31, 2012

For the quarter period ended August 31, 2012

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to __________

Commission file number 000-53420

SILLENGER EXPLORATION CORP.

(Name of registrant as specified in its charter)

NEVADA

45-3864001

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1560 Bayview Ave., Suite 305, Toronto, Ontario CANADA

M4G 3B8

~~M4G 3B8~~

(Address of principal executive offices)

(Zip Code)

(647) 352-9090

647-352-9090

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o 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 Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Small Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~Indicate~~89,381,000 ~~the~~common ~~number~~shares ofissued ~~shares~~and outstanding ofas ~~each~~ of ~~the~~October ~~issuer’s classes of common stock~~12, ~~as of the latest practicable date.~~2012

89,381,000 common shares issued and outstanding as of July 13, 2012

SILLENGER EXPLORATION CORP.

INDEX

PART 1 - FINANCIAL INFORMATION .			1
	ITEM 1. FINANCIAL STATEMENTS .		1
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .		8
		Forward Looking Information .	8
		Business Environment .	8
		Results of Operation .	9
		Subsequent Event .	9
		Financial Condition and Liquidity .	910
		Results of Operation .	10
		Expenses .	10
		Plan of Operations .	1011
		Off-balance sheet arrangements .	11
	ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK .		11
	ITEM 4: CONTROLS AND PROCEDURES .		11
		(a) Evaluation of Disclosure Controls and Procedures .	11
		(b) Internal Controls over financial reporting .	1112
	ITEM 4A(T): CONTROLS AND PROCEDURES .		12
PART II - OTHER INFORMATION .			13
	ITEM 1. LEGAL PROCEEDINGS .		13
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .		13
		Unregistered Sales of Equity Securities .	13
		Use of Proceeds .	13
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES .		13
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .		13
	ITEM 5. OTHER INFORMATION .		13
	ITEM 6. EXHIBITS .		13
		Exhibits .	13
SIGNATURES .			14

Sillenger Exploration Corp.

Sillenger Exploration Corp.
(An Exploration Stage Company)
Condensed Interim Balance Sheets

	August 31,			February 29,
	2012			2012
	(Unaudited)
ASSETS

Current assets:

Cash	$	397		$	88,337
Prepaid expenses		15,565			37,500
Advances (Note 4)		-			48,480

		15,962			174,317

Investment (Note 3)		783,329			2,088,723

Total Assets	$	799,291		$	2,263,040


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Advances (Note 4)	$	114,917		$	-
Accounts payable (Note 4)		1,413,761			1,279,358
Accrued liabilities		23,450			19,950

Total liabilities		1,552,128			1,299,308



Stockholders' (deficit) equity

Common stock $0.001 par value,
300,000,000 shares authorized
89,381,000 shares issued and outstanding (February 29, 2012 - 61,331,000)		89,381			61,331
Additional paid-in-capital		4,751,981			4,422,032
Shares to be issued (note 5)		-			100,000
Stock subscriptions received (note 5)		-			255,500
Accumulated other comprehensive (loss) income		(1,096,825	)		208,569
Accumulated deficit		(4,497,374	)		(4,083,700	)

Total Stockholders' (deficit) equity		(752,837	)		963,732


Total Liabilities and Stockholders' (Deficit) Equity	$	799,291		$	2,263,040


The Notes to the Condensed Interim Financial Statements are an integral part of these financial statements.

(An Exploration Stage Company)

Interim Balance Sheets

		May 31, 2012			February 29, 2012
		(Unaudited)
ASSETS
Current assets:
Cash	$	826		$	88,337
Prepaid expenses		28,510			37,500
Advances (Note 4)		-			48,480
		29,336			174,317
Investment (Note 3)		1,012,748			2,088,723
Total Assets	$	1,042,084		$	2,263,040
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Advances (Note 4)	$	49,598		$	-
Accounts payable (Note 4)		1,264,213			1,279,358
Accrued liabilities		23,450			19,950
Total liabilities		1,337,261			1,299,308
Commitment and contingencies (Notes 1 and 4)
Stockholders' equity (deficit) (Note 5)
Common stock $0.001 par value,
300,00,000 shares authorized
89,381,000 shares issued and outstanding		89,381			61,331
Additional paid-in-capital		4,751,982			4,422,032
Shares to be issued (Note 5)		-			100,000
Stock subscriptions received (Note 5)		-			255,500
Accumulated other comprehensive income		(867,406	)		208,569
Accumulated deficit		(4,269,134	)		(4,083,700	)
Total Stockholders' equity (deficit)		(295,177	)		963,732
Total Liabilities and Stockholders' Equity (Deficit)	$	1,042,084		$	2,263,040

The Notes to the Interim Financial Statements are an integral part of these financial statements.

Page 1 of 14

Sillenger Exploration Corp.

Sillenger Exploration Corp.
(An Exploration Stage Company)
Condensed Interim Statements of Comprehensive (Loss) Income

													Cumulative From
	Three Months Ended						Six Months Ended						February 14, 2007
	August 31,			August 31,			August 31,			August 31,			(Inception) to
	2012			2011			2012			2011			August 31, 2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	-		$	-		$	-		$	-		$	-

Operating expenses:
Contract fees		-			-			-			-			950,000
General and Administrative		18,999			98,815			58,274			116,971			1,322,367
Travel		31,242			31,118			115,459			33,003			782,764
Marketing and business development		-			126,115			969			126,115			977,928
Professional services		178,000			154,804			238,563			295,285			1,217,172
		228,241			410,852			413,265			571,374			5,250,231

Other income (expense):
Income from sale of rights (Note 3)		-			4,369,208			-			4,369,208			4,369,208
Foreign exchange loss		-			(9,901	)		(410	)		(17,815	)		(122,552	)

		-			4,359,307			(410	)		4,351,393			4,246,656

(Loss) income before income tax expense		(228,241	)		3,948,455			(413,675	)		3,780,019			(1,003,575	)

Income tax expense		-			366,201			-			366,201			-

Net (loss) income		(228,241	)		3,582,254			(413,675	)		3,413,818			(1,003,575	)

Other Comprehensive Loss
Unrealized loss on investment (Note 3)		(229,419	)		(175,696	)		(1,305,394	)		(175,696	)		(1,096,825	)

Comprehensive (loss) income	$	(457,660	)	$	3,406,558		$	(1,719,069	)	$	3,238,122		$	(2,100,400	)

Net income (loss) per share:
Basic and Diluted	$	(0.00	)	$	0.08		$	(0.00	)	$	0.08

Weighted average shares outstanding
Basic and Diluted		89,381,000			44,180,565			83,396,489			42,495,783


The Notes to the Condensed Interim Financial Statements are an integral part of these financial statements.

(An Exploration Stage Company)

Interim Statements of Comprehensive Income (Loss)

								Cumulative From
		Three Months Ended						February 14, 2007
		May 31,			May 31,			(Inception) to
		2012			2011			May 31, 2012
		(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	-		$	-		$	-
Operating expenses:
Contract fees (Note 4)		-			-			950,000
General and Administrative		39,275			18,156			1,303,369
Travel		84,217			1,885			751,522
Marketing and business development		969			-			977,928
Professional services		60,563			140,481			1,039,172
		185,024			160,522			5,021,991
Other income (expense):
Income from sale of rights (Note 3)		-			-			4,369,208
Foreign exchange (loss) gain		(410	)		(7,914	)		(122,551	)
		(410	)		(7,914	)		4,246,657
Income (loss) before income tax expense		(185,434	)		(168,436	)		(775,334	)
Income tax expense		-			-			-
Net income (loss)		(185,434	)		(168,436	)		(775,334	)
Other Comprehensive Loss
Unrealized gain/(loss) on investment (Note 3)		(1,075,975	)		-			(867,406	)
Comprehensive income (loss)	$	(1,261,409	)	$	(168,436	)	$	(1,642,740	)
Net income (loss) per share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and Diluted		77,411,978			40,811,000

The Notes to the Interim Financial Statements are an integral part of these financial statements.

Page 2 of 14

Sillenger Exploration Corp.
(An Exploration Stage Company)
Interim Statements of Cash Flows
Condensed Interim Statements of Cash Flows
										Cumulative From	~~Cumulative From~~
			Three Months Ended								February 14, 2007
		Six Months Ended								February 14, 2007
			May 31,				May 31,				(Inception) to
		August 31,				August 31,				(Inception) to
		2012	~~2012~~			2011	~~2011~~			August 31, 2012	~~May 31, 2012~~
		(Unaudited)	~~(Unaudited)~~			(Unaudited)	~~(Unaudited)~~			(Unaudited)	~~(Unaudited)~~
Cash Flows from Operating Activities
	Net income (loss)		$	(185,434	)		$	(168,436	)		$	(775,334	)
Net (loss) income		$	(413,675	)		$	3,413,818			$	(1,003,575	)
Items not affecting cash	~~Items not affecting cash~~
Expenses paid by stock	~~Expenses paid by stock~~		-	-			93,333	-			270,500	~~270,500~~
Non-cash income	~~Non-cash income~~		-	-			(1,880,154	-)			(4,369,208	~~(4,369,209~~)	)
Write-off of equipment	~~Write-off of equipment~~		-	-			-	-			27,522	~~27,522~~
Changes in non-cash working capital items
			(413,675	)			1,626,997				(5,074,761	)
	Prepaid expenses			8,990								8,990
Changes in non-cash working capital items
	Accounts payable			(15,145	)			150,214				3,969,539
Prepaid expenses			21,935				(37,500	)			21,935
	Accrued expenses			3,500				1				3,500
Accounts payable			134,403				(2,201,368	)			4,147,614
	Advances			98,078				111,086				98,078
Accrued liabilities			3,500				372,266				23,451
Cash Flows (Used in) Generated From Operating Activities				(90,011	)			92,865				(766,414	)
Advances			163,397				37,671				114,917
Cash Flows from Investing Activities
Cash Flows Used in Operating Activities			(90,440	)			(201,934	)			(766,844	)
	Equipment acquired			-								(27,522	)
Cash Flows from Investing Activities
Cash Flows used in Investing Activities				-				-				(27,522	)
Equipment acquired			-				-				(27,522	)
Cash Flows from Financing Activities
Cash Flows used in Investing Activities			-				-				(27,522	)
	Stock subscriptions received			-				-				-
Cash Flows from Financing Activities
	Proceeds from issuance of common stock			2,500				-				794,762
Stock subscriptions received			-				141,147				255,500
Cash Flows Provided by Financing Activities				2,500				-				794,762
Proceeds from issuance of common stock			2,500				230,544				539,263
Net Increase (Decrease) in Cash				(87,511	)			92,865				826
Cash Flows Provided by Financing Activities			2,500				371,691				794,763
Cash, Beginning of Period				88,337				509				-
Net (Decrease) Increase in Cash			(87,940	)			169,757				397
Cash, End of Period			$	826			$	93,374			$	826
Cash, Beginning of Period			88,337				509				-
Supplemental Cash Flow Information
Cash, End of Period		$	397			$	170,266			$	397
	Interest paid		$	-			$	-			$	-
Supplemental Cash Flow Information
	Income taxes paid		$	-			$	-			$	-
Interest paid		$	-			$	-			$	-
Non-Cash Financing Transaction
Income taxes paid		$	-			$	-			$	-
	Increase in paid-in capital from stock dividend		$	-			$	-			$	3,458,862
Non-Cash Financing Transaction
	Increase in accumulated deficit for stock dividend		$	-			$	-			$	3,493,800
Increase in paid-in capital from stock dividend		$	-			$	-			$	3,458,862
Increase in accumulated deficit for stock dividend		$	-			$	-			$	3,493,800
The Notes to the Condensed Interim Financial Statements are an integral part of these financial statements.

Page 3 of 14

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Condensed Interim Financial Statements

Unaudited

1	Basis of Presentation and Nature of Business

The accompanying unaudited interim consolidated financial statements (“interim statements”) are denominated in US$ dollars and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete financial statements are not included herein. The interim statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K ~~for the year ended February 29, 2012~~. The results for the three and six months ended ~~May~~August 31, 2012 may not be indicative of the results for the entire year.

Interim statements are subject to possible adjustments in connection with the annual audit of the Company’s accounts for the fiscal year ending February 2928, 2013. In the Company’s opinion, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature.

Sillenger Exploration Corp. (“Sillenger” or the “Company”) was incorporated in Nevada on February 14, 2007. Sillenger is an exploration stage company and has not yet realized any revenues from its planned operations. During the period ended February 29, 2008, the Company had acquired a 100% interest in three mining claims in the Bulkley mining district of British Columbia, Canada for cash consideration of $379. On May 15, 2009, the Company abandoned the mineral titles and re-staked them in order to reduce exploration costs. The Company’s rights to these claims expired in June 2011.

On May 26, 2010, Sillenger introduced its proprietary Claims Licensing Program (“CLP”) which is designed to help governments to provide a fast-track process for issuing the necessary documentation to resource companies. The system helps reduce risk to exploration companies and helps market a country as an attractive investment destination.

On June 1, 2010, Sillenger, through its business partnership with FCMI Global Inc. (“FCMI”), whereby FCMI assigned trademarks, intellectual properties, contracts and agreements to Sillenger in exchange for 5% (percent) of Sillenger’s annual net income per Sillenger’s audited financial statements, entered into a contract with the government of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of certain specific areas of Equatorial Guinea. The survey was to provide the Ministry of Mines, Industry and Energy of Equatorial Guinea a geological database of the region highlighting the locations where there may be the presence of mineral, hydrocarbon or groundwater deposits, and a preliminary identification of subsurface structures which may present exploration potential, and to identify the likeliest exploration targets within those deposits. In exchange, Sillenger was granted the mineral and hydrocarbon rights to 15% of the claim blocks in the entire area surveyed, as chosen by Sillenger, as well as a preferential right to any other claims that Sillenger desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

On June 11, 2010, Sillenger retained Fugro Airborne Surveys, a subsidiary of Fugro Group, to conduct the airborne geophysical survey of the Rio Muni region of Equatorial Guinea. The survey would have helped to reveal the locations of potential deposits, and provide a detailed reading of the subsurface structures.

In October ~~2010~~2011, the Company entered into negotiations to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. [formerly Brilliant Mining Corp.] (“Brilliant”) and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant (“unit”) [with a 4 month escrow] (Note 3) in exchange for Ivory acquiring from Sillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each unit consists of one common share of Brilliant and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of Brilliant upon the payment of $0.45 per warrant at any time until 24 months following the date of issuance. As part of the agreement, amounts payable to FCMI were forgiven. On July 12, 2011, the Company closed its transaction with Ivory, Brilliant and others.

Page 4 of 14

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Condensed Interim Financial Statements

Unaudited

1	Basis of Presentation and Nature of Business (continued)

On September 16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining, hydrocarbons, water, and other natural resource projects. Sillenger’s obligations under this agreement include: use of First African on an exclusive basis, pay set-up (Note 4) and execution fees to First African for the services ~~provides~~provided and for country contracts successfully procured, include First African in any local, regional or international ventures as a 10% shareholder.

On November 25, 2011, Sillenger entered into an agreement with the Republic of Benin (“Benin Agreement”). Pursuant to the terms of the Benin Agreement, Sillenger will conduct an airborne geophysical survey of the landmass of Benin and the offshore territory in the Gulf of Guinea. The purpose of the survey is to compile a geophysical information database of Benin’s mining, hydrocarbon and water deposits, and analyze such data to identify the likeliest exploration targets within those deposits for potential mining and exploration opportunities. The government is particularly interested in the potential size of some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the Benin Agreement is two (2) years from the date of the Benin Agreement, which can be extended by agreement of the parties. The ~~execution~~Benin ofagreement ~~the~~provides ~~Benin~~for ~~Agreement~~the ~~was~~Government to have ~~been~~an ~~started~~open option to cancel the agreement at their discretion in the event that the Company has not commenced work on the airborne survey by May 25, 2012, ~~failing~~(“the ~~which~~option”). To date Sillenger has been unable to commence the ~~Government~~necessary work due to a lack of financing. Since there is no provision in the ~~Republic~~agreement ofthat ~~Benin~~allows ~~has~~Sillenger anto have the option removed, it may be necessary for Sillenger to ~~terminate~~renegotiate the agreement once the company has the financing in place and the ability to commence work on the airborne survey.

Under the Benin Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of airborne survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Benin Agreement requires the Republic of Benin to provide the required permits, licenses, etc. to conduct the survey and to pursue any mining and or exploration opportunities.

The Company is currently in the process of exploring potential sources of financing for the Benin Agreement.

2	Going Concern

Sillenger has negative working capital of $1,~~307~~536,~~925~~166 and an accumulated deficit during the exploration stage of $4,~~269~~497,~~134~~374 as of ~~May~~August 31, 2012. Sillenger's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Sillenger has not realized any revenues from operations. Without raising additional capital or realization of its investments, there would be substantial doubt about Sillenger’s ability to continue as a going concern. Sillenger's management plans on raising ~~cash~~capital from public or private debt or equity financing, on an as needed basis, and in the longer term, from revenues from the acquisition and exploration and development of mineral interests, if found. Sillenger's ability to continue as a going concern is dependent on these additional ~~cash~~ financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

3	Investment

Investment represents 7,407,407 Units (“Units”) of Brilliant, a publicly traded entity on the Toronto Venture Stock Exchange. Each Unit, with a fair market value of approximately of $0.25CDN at the time of initial recognition, consists of one common share of Brilliant and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of Brilliant upon the payment of $0.45CDN per warrant at any time until 24 months following the date of issuance (April 28, 2011).

The shares have been valued using observable market prices for the shares as quoted on the on the Toronto Venture Stock Exchange and the warrants have been valued using the Black-Scholes option-pricing model.

Page 5 of 14

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Condensed Interim Financial Statements

Unaudited

3 Investment (continued)

The shares have been valued using observable and unobservablemarket prices and the warrants have been valued using the Black-Scholes option-pricing model.

The Units were received during the year ended February 29, 2012, as part compensation to Sillenger for giving up its rights pertaining to Sillenger’s agreement with the government of the Republic of Equatorial Guinea. In addition, as part of this agreement, amounts payable by Sillenger to FCMI of $2,489,054 were forgiven.

On ~~May~~August 31, 2012, the fair value of the Units of Brilliant was $1783,~~012,748~~329. The fair value of the Units consists of the fair market value of the shares of $~~932~~751,~~244~~481 and the fair value of warrants valued using the Black-Scholes option-pricing model of $8031,~~504~~848. The decrease in the value of the Units from February 29, 2012 of $1,~~075~~305,~~975~~394 was recorded as a component of other comprehensive income as “Unrealized loss on investment”.

The key inputs used in the ~~May~~August 31, 2012 and February 29, 2012 fair value calculations of the warrants are as follows:

		May 31, 2012				February 29, 2012
			August 31, 2012				February 29, 2012
~~Current exercise price~~	Current exercise price	$	~~0.45CDN~~$	0.45CDN		$	~~0.45CDN~~$	0.45CDN
~~Time to expiration (in years)~~	Time to expiration (in years)		~~1.00~~	0.75			~~1.25~~	1.25
~~Risk-free interest rate~~	Risk-free interest rate		~~1.00~~	%1.00	%		~~1.10~~	%1.10	%
~~Estimated volatility~~	Estimated volatility		99	%108	%		93	%93	%
~~Dividend~~	Dividend	~~NIL~~	Nil			0	Nil
~~Stock price at period end date~~	Stock price at period end date	$	~~0.13CDN~~$	0.10CDN		$	~~0.23CDN~~$	0.23CDN

4	Related Party Transactions

On April 28, 2011, Sillenger entered into an agreement with a former director to compensate him for his role in procuring the agreements with the government of the Republic of Equatorial Guinea. Under the terms of the agreement, Sillenger has agreed to pay $150,000 and issue 2,000,000 Sillenger common shares (note 5). The $150,000 payment was contingent upon raising $400,000 of equity financing. The $150,000 was recognized as an expense for the year ended February 29, 2012.

As of February 29, 2012, the Company had received advances of $49,598 from First African in accordance with the terms of the agreement signed with First African (“First African Agreement”) on September 16, 2011. Pursuant to the same agreement, as of February 29, 2012, the Company had advanced $48,480 to First African. The advance iswas for short-term working capital financing and iswas interest free. A former non-executive director of Sillenger is a part shareholder of First African.

Under the terms of the First African Agreement, First African has two primary obligations: one, assist Sillenger to procure and set-up country contracts in Africa and the Middle East and two, assist with the execution phase of the contracts procured. First African is entitled to a fee for the successful completion of each of the two phases. ~~The~~On June 5, 2012, the Company and First African agreed to a fee of $950,000 for successful implementation of the set-up phase of the contract with the Republic of Benin dated November 25, 2011. The fee of $950,000 is due immediately and has been included as accounts payable as of ~~May~~August 31, 2012. Should this fee not be paid by November 30, 2012, the unpaid amount will be subject to an annual interest rate of 9%.

On June 5, 2012, the Company engaged the services of First African to assist in securing the project financing for the Company's Airborne Geophysical Survey project in Benin. The engagement specifies that Sillenger will pay a yet to be determined fee to First Africa upon successful closing of the financing.

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Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Condensed Interim Financial Statements

Unaudited

5	Stockholders’ Equity

At inception, Sillenger issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash. During the period ended February 29, 2008, Sillenger issued 2,823,600 shares of stock for $48,150 cash. During the year ended February 28, 2010, the Company issued 50,000 shares of stock for $10,000 cash. Also, during the year ended February 28, 2010, the Company declared a 6 to 1 stock dividend valued at $0.10 per share at the grant date resulting in the issuance of 34,938,000 shares and a non-cash transaction recorded to additional paid-in capital of $3,458,862 and accumulated deficit during exploration stage of $3,493,800. There were no transactions affecting stockholders’ deficit in the year ended February 28, 2011 other than the net loss, being the comprehensive loss. During the year ended February 29, 2012, the Company issued shares pursuant to the following transactions:

On July 27, 2011, the Company issued and sold an aggregate of 4,400,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $230,544. Each unit is comprised of (i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per share.

On August 5, 2011, the Company issued 4,000,000 shares of its common stock for a one year consulting services agreement at $0.04 per share. The agreement is with an independent energy consultant specializing in the prospect evaluation, reserve assessment, risk evaluation, subsurface geological and geophysical interpretation, and database management. On August 8, 2011, the Company issued 2,000,000 shares of its common stock at $0.04 per share to a director as part consideration for his efforts in closing the contract with the government of the Republic of Equatorial Guinea.

On September 12, 2011, the Company issued and sold an aggregate of 3,500,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $176,508. Each unit is comprised of (i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per share.

On September 14, 2011, the Company issued 200,000 shares of its common stock at $0.04 per share to a consulting firm as one time consideration for advice regarding financing matters.

On September 23, 2011, the Company issued 1,500,000 shares of its common stock at $0.04 for a sixteen month administrative services agreement commencing September 1, 2012. The agreement is with an independent consultant for bookkeeping, contracts proofing and administration services.

On November 7, 2011, the Company executed debt settlement agreement with one of its creditors. The Company issued 3,620,000 shares at $0.04 to settle a payable balance amounting to $144,800.

On December 6, 2011, the Company issued and sold an aggregate of 1,300,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $68,561. Each unit is comprised of (i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per Share.

On January 30, 2012, the Board of Directors approved the increase in the Company’s authorized shares from 75,000,000 to 300,000,000.

On February 2, 2012, the Company executed debt settlement agreement with one of its creditors. The Company issued 2,500,000 shares at $0.04 to settle a payable balance amounting to $100,000. As of February 29, 2012, the $100,000 amount settled had been included as “shares to be issued” on the balance sheet; the shares were issued on March 3, 2012.

On April 13, 2012, the Company issued and sold an aggregate of 25,550,000 common stock units at a price of $0.01 per unit receiving proceeds of $258,000. $255,500 of these proceeds were received in February 2012, and were shown as “stock subscriptions received” on the balance sheet as of February 29, 2012.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Information

This section includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this ~~prospectus~~Form 10Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

The Company does not intend to, and the Company disclaims any obligation to, update any forward-looking information (including any financial outlooks), whether written or oral, or whether as a result of new information, future events or otherwise, except as required by law.

Business Environment

The disruptions in the credit and financial markets and the current economic situation in Europe have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While 2011 seemingly was a turnaround period for stock markets, and a muted positive improvement in consumer optimism and general business conditions, the global economy, still appears to be somewhat tepid, and it is still difficult for many junior resource companies to obtain financing. These market conditions could continue to make it difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital on the equity markets also may not be available on terms acceptable to us or at all.

We are a start-up, pre-exploration-stage company, and have not yet generated or realized any revenues from our business operations. We must raise additional capital in order to continue to implement our plan and stay in business. Sillenger has acquired a 100% interest in three mineral claims located in the Atlin Mining Division, British Columbia, Canada, in consideration for CDN$379 (the "Bulkley mineral claims"). On May 15, 2009 the Company abandoned the mineral titles and re-staked them in order to reduce exploration costs. The Company’s rights to these claims expired in June 2011.

In October 2010, the Company entered into negotiations to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. (formerly Brilliant Mining Corp.) (“Brilliant”) and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant (“Unit”) [with a 4 month escrow] in exchange for Ivory acquiring from Sillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists of one common share of Brilliant and one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of $0.45 per Warrant at any time until 24 months following the date of issuance. As part of the agreement, amounts payable to FCMI were forgiven. On July 12, 2011, the Company closed its transaction with Ivory, Brilliant and others.

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The transaction fits into Sillenger’s business model as the Brilliant Units represent Sillenger’s carried interest in the Equatorial Guinea project, and comprise a tangible asset with a value of over $2,000,000 CDN. If the Brilliant shares perform well, the Units have the potential for significant value add for Sillenger’s shareholders. The Brilliant transaction also serves as an endorsement of Sillenger’s business plan, and enables Sillenger to replicate a proven concept for the next countries with which the Company is pursuing partnerships.

On September 16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining, hydrocarbons, water, and other natural resource projects. A former non-executive director of the Company is also a shareholder of First African. The compensation payable under this agreement is dependent on and contingent upon the Company obtaining financing and entering into a contract with a target country, and the Company receiving financing for the performance of the contract.

Under the Benin Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of the Airborne Survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Benin Agreement requires Benin to provide the required permits, licenses, etc. to conduct the survey and to pursue any mining and or exploration opportunities.

On June 5, 2012, the Company and First African agreed to a fee of $950,000 for successful implementation of the set-up phase of the contract with the Republic of Benin dated November 25, 2011. The fee of $950,000 is due immediately and has been included in accounts payable as of August 31, 2012. Should this fee not be paid by November 30, 2012, the unpaid amount will be subject to an annual interest rate of 9%.

Looking at the year ahead, management believes, Brilliant transaction and the Benin Agreement serves as an endorsement of Sillenger’s business plan, and enables Sillenger to replicate a proven concept.

Sillenger will need to seek additional funding to continue pursuing it’s business plan. The Company is therefore in the process of exploring potential sources of financing for the Benin Agreement.

Subsequent Event

OnSubsequent ~~June~~to 5the quarter end, on September 11, 2012, the Company ~~engaged~~entered ~~the~~into ~~services~~an ~~First~~employment ~~African~~agreement with John Gillespie to ~~assist~~serve inas ~~securing~~its President and Chief Executive Officer. The term of the ~~project~~agreement ~~financing~~is for one year, effective June 1, 2012. The agreement renews automatically on a year to year basis thereafter, unless terminated by the parties upon 90 days notice at the end of each term. Mr. Gillespie is entitled to receive an annual salary of CDN $120,000, plus customary vacation, medical, dental and life insurance benefits as such become available from the Company's ~~Airborne~~and ~~Geophysical~~reimbursement ~~Survey~~of ~~project~~certain business expenses. He may also receive an annual bonus (in ~~Benin~~cash and/or stock) as determined by the Board or the Compensation Committee of the Company. ~~The~~For ~~engagement~~his ~~specifies~~efforts ~~that~~over ~~Sillenger~~the ~~will~~past two years in bringing the Company through a difficult phase, without pay, Mr. Gillespie is also entitled to receive a ~~yet~~bonus of CDN $100,000; such bonus to be ~~determined~~paid ~~fee~~when funds are available to ~~First~~the ~~Africa~~Company ~~upon~~to ~~successful~~do ~~closing~~so. The salary of $30,000 for the ~~financing~~three months ended August 31, 2012 and bonus of $100,000 have been included in accounts payable as of August 31, 2012.

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Financial Condition and Liquidity

REVENUE – Sillenger has not generated revenue from its business operations and does not expect to generate any revenue in the near future.

COMMON STOCK –As of the date of ~~May~~August 31, 2012 and ~~July~~October 1312, 2012, Sillenger has 89,381,000 common shares issued and outstanding.

LIQUIDITY - At ~~May~~August 31, 2012, Sillenger had assets of $2915,~~336~~ 962 consisting mostly of prepaid expenses ($88174,~~337~~317 – February 29, 2012, consisting of cash, prepaid expenses and advances). Sillenger has $1,~~337~~552,~~261~~128 in liabilities consisting of accounts payable, ~~and~~ accrued liabilities and advances payable ($1,299,308 – February 29, 2012, consisting of accounts payable and accrued liabilities).

Sillenger' internal sources of liquidity will be loans that may be available to Sillenger from management and other sources. Although Sillenger has no written arrangements with any of directors and officers, Sillenger expects that the directors and officers will provide Sillenger with internal sources of liquidity, if it is required.

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There are no assurances that Sillenger will be able to achieve further sales of its common stock or any other form of additional financing. If Sillenger is unable to achieve the financing necessary to continue its plan of operations, then Sillenger will not be able to continue its exploration programs and its business will fail.

Results of Operation

For the ~~quarters~~six months ended ~~May~~August 31, 2012 and ~~May~~August 31, 2011, and the period from February 14, 2007 (inception) to ~~May~~August 31, 2012:

Expenses

SUMMARY – Total expenses were $~~185~~413,~~434~~265 for the ~~quarter~~six months ended ~~May~~August 31, ~~2012~~2011 ($~~168~~571,~~436~~374 – ~~May~~August 31, 2011). Expenses have ~~increased~~decreased as compared to the ~~quarter~~six months ended ~~May~~August 31, 2011 by $16158,~~998~~109. A total of $5,~~144~~250,~~542~~231 in expenses has been incurred by Sillenger since inception on February14, 2007 through to ~~May~~August 31, 2012. The costs can be subdivided into the following categories.

1. General and administrative: These primarily consist of salaries, office supplies and telecommunication expenses. $3958,~~275~~274 of administrative expenses were incurred for the ~~quarter~~six months ended August 31, 2012 as compared to $18116,~~156~~971 for the ~~quarter~~six months ended ~~May~~August 31, 2011 while a total of $1,~~303~~322,~~369~~367 was incurred in the period from inception on February 14, 2007 to ~~May~~August 31, 2012.

2. Travel: $84115,~~217~~459 of travel expenses were incurred for the ~~quarter~~six months ended August 31, 2012 as compared to $133,~~885~~003 for the ~~quarter~~six months ended ~~May~~August 31, 2011 while a total of $~~751~~782,~~522~~ 764 was incurred in the period from inception on February 14, 2007 to ~~May~~August 31, 2012.

3. ~~Business~~Marketing and business development: $969 of marketing and business development expenses were incurred for the ~~quarter~~six months ended August 31, 2012 as compared to $0126,115 for the ~~quarter~~six months ended ~~May~~August 31, 2011 while a total of $977,928 was incurred in the period from inception on February 14, 2007 to ~~May~~August 31, 2012.

4. Professional fees: These primarily consist of consulting, legal, accounting and audit fees. $60238,563 of professional fees were incurred for the ~~quarter~~six months ended August 31, 2012 as compared to $~~140~~295,~~481~~285 for the ~~quarter~~six months ended ~~May~~August 31, 2011 while a total of $1,~~039~~217,172 was incurred in the period from inception on February 14, 2007 to ~~May~~August 31, 2012.

Sillenger continues to carefully control its expenses and overall costs as it transforms into a natural resource development company. In addition to Mr. Gillespie and Dr. Juhas (a consultant), Sillenger has 3 other consultants.

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Other income (expense)

Total other income (expense) was $(410) for the six months ended August 31, 2012 ($4,351,393 – August 31, 2011). The higher other income (expense) for the six months ended August 31, 2011 was due to a one-off sale of rights transaction net of foreign exchange loss during that period. There were no such transactions in the six months ended August 31, 2012. A total of $4,246,656 in other income has been generated by Sillenger since inception on February14, 2007 through to August 31, 2012.

Plan of Operations

Our business plan up until April 2010 was to proceed with the exploration of the Bulkley claims to determine whether there are commercially exploitable reserves of base and precious metals. Beginning in May 2010, we have concentrated our focus on pursuing opportunities in African countries.

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We will also need to seek additional funding to pursue the new ventures in Africa identified by our new President and Chief Executive Officer Mr. John Gillespie. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund new projects identified in Africa. We believe that debt financing may or may not be an alternative for funding any potential projects in Africa or elsewhere. The risky nature of these enterprises and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine or project can be demonstrated. We do not have any arrangements in place for any future equity financing.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

• our ability to raise additional funding;

• the market price for mineral resources;

• the results of our proposed exploration programs on mineral properties acquired; and

• our ability to find joint venture partners for the development of our property interests

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Off-balance sheet arrangements

As of ~~May~~August 31, 2012, Sillenger had no off-balance sheet arrangements.

ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK

No disclosure is required hereunder as the Company is a “smaller reporting company,” as defined in Item 10(f) of Regulation S-K.

ITEM 4: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on the management’s evaluation, our President and Chief Financial Officer has concluded that as of ~~May~~August 31, 2012, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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(b) Internal Controls over financial reporting

Management's quarterly report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of ~~May~~August 31, 2012 and believe they are effective.

Based upon his evaluation of our controls our President., Chief Executive Officer and Chief Financial Officer has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public accounting firm

This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.

Changes in internal control over financial reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of ~~May~~August 31, 2012, our President, Chief Executive Officer and Chief Financial Officer has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 4A(T): CONTROLS AND PROCEDURES

See Item 4A – Controls and Procedures above.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To Sillenger's knowledge, no lawsuits were commenced against Sillenger during the ~~three~~six months ended ~~May~~August 31, 2012, nor did Sillenger commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

Not Applicable.

Use of Proceeds

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibits

The following Exhibits are furnished as part of this Form 10-Q, pursuant to Item 601 of Regulation S-B.

Exhibit Number		Exhibit Title
3.1		Articles of Incorporation (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008).
3.2		Bylaws (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008)
10.1		Buckley Declaration of Trust concerning our mineral claims (incorporated by reference from our Form 10-Q, filed on January 14, 2010)
31.a		Section 906 Certificate of CEO
31.b		Section 906 Certificate of CFO
32.a		Section 302 Certificate of CEO and CFO
101		Interactive data files pursuant to Rule 405 of Regulation S-T.

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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.

	SILLENGER EXPLORATION CORP.
Date: July 13, 2012	“John Gillespie”
Date: October 15, 2012	“John Gillespie”
By:	John Gillespie, Director, President (Principal Executive Officer), Principal Financial Officer and Principal Accounting Officer
Date: July 13, 2012	“John Gillespie”
Date: October 15, 2012	“John Gillespie”
By:	John Gillespie, Director, President (Principal Executive Officer), Principal Financial Officer and Principal Accounting Officer

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