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 1934For the quarterly period ended December 31, 2014[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to ______________





000-54571(Commission File Number)SWINGPLANE VENTURES, INC.(Exact name of registrant as specified in its charter)Nevada
27-2919616(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)3100 West Ray Rd., 2nd Floor, Chandler, AZ
85226(Address of principal executive offices)
(Zip Code)(800) 373-0537(Registrant’s telephone number, including area code)(Former name, former address and former 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.





Yes [X]No [  ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).





Yes [  ]  No [X ]





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
[  ]
Smaller reporting company
[X](Do not check if a smaller 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 [  ]





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes [  ]  No [  ]





APPLICABLE ONLY TO CORPORATE ISSUERS





250,883,013 common shares outstanding as of February 23, 2015(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)





Table of Contents


SWINGPLANE VENTURES, INC.


TABLE OF CONTENTS





PagePART I – FINANCIAL INFORMATIONItem 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4Item 3.
Quantitative and Qualitative Disclosures About Market Risk
6Item 4.
Controls and Procedures
7PART II – OTHER INFORMATIONItem 1.
Legal Proceedings
8Item 1A.
Risk Factors
8Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
8Item 3.
Defaults Upon Senior Securities
8Item 4.
Mine Safety Disclosures
8Item 5.
Other Information
8Item 6.
Exhibits
9SIGNATURES
10





Table of Contents
 2


PART I





ITEM 1.  FINANCIAL STATEMENTS





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the six month period ended December 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015.  For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 as filed with the Securities and Exchange Commission on October 15, 2014.





PageUnaudited Consolidated Financial StatementsConsolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statements of Cash Flows
F-4Notes to Unaudited Consolidated Financial Statements
F-5 to F-10





Table of Contents
 3


SWINGPLANE VENTURES, INC.





INTERIM FINANCIAL STATEMENTS





(Stated in US Dollars)





(UNAUDITED)





Table of Contents
 F-1


SWINGPLANE VENTURES, INC.


CONSOLIDATED BALANCE SHEETS





December 31,


June 30,2014

(Unaudited)


2014

(Audited)ASSETSCURRENT ASSETSCash and cash equivalents

$
408


$
408Prepaid expenses


720



720Total Current Assets


1,128



1,128TOTAL ASSETS

$
1,128


$
1,128LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable

$
233,551


$
206,764Accounts payable – related party


38,500



33,500Advances from related party


25,000



25,000Short Term Loans


3,000



3,000Total Current Liabilities:


300,051



268,264STOCKHOLDERS’ EQUITY (DEFICIT)Preferred stock; $0.001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding as at December 31, 2014 and June 30, 2014


5,000



5,000Common stock, $0.001 par value; 550,000,000 shares authorized; 250,883,013 shares issued and outstanding as at December 31, 2014 and June 30, 2014


250,883



250,883Additional Paid-in Capital


1,274,729



1,274,729Accumulated deficit


(1,829,535
)


(1,797,748
)Total Stockholders’ Equity (Deficit)


(298,923
)


(267,136
)TOTAL LIABILITIES AND STOCKHOLDERS’ Equity (DEFICIT)

$
1,128


$
1,128





The accompanying notes are an integral part of these financial statements





Table of Contents
 F-2


SWINGPLANE VENTURES, INC.


CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)








Three Months Ended


Six Months EndedDecember 31,


December 31,2014


2013


2014


2013RevenuesSales

$
-


$
-


$
-


$
-Operating expenses:Exploration expenses


-



-



-



18,807Professional Fees


2,205



7,418



9,016



10,913Consulting fees


808



4,685



2,417



15,250Legal Fees


-



894



-



4,947Management fee, related party


-



7,500



5,000



15,000General and administrative


13,281



7,599



15,174



15,245Total operating expenses


16,294



28,096



31,607



80,162Loss from operations


(16,294
)


(28,096
)


(31,607
)


(80,162
)Other income (expense)Interest Expense


(90
)


(10,527



(180
)


(28,801
)Total other income (expense)


(90
)


(10,527



(180
)


(28,801(Loss) before taxes


(16,384
)


(38,623
)


(31,787
)


(108,963
)Provision (credit) for taxes on income:


-



-



-



-Net (loss)

$
(16,384
)

$
(38,623
)

$
(31,787
)

$
(108,963
)Basic and diluted earnings (loss) per common share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding


250,883,013



235,000,000



250,883,013



235,000,000








The accompanying notes are an integral part of these financial statements





Table of Contents
 F-3


SWINGPLANE VENTURES, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





Six Months EndedDecember 31,2014


2013Cash flows from operating activities:Net (loss)

$
(31,787
)

$
(108,963
)Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:Changes in current assets and liabilities:Prepaid expenses


-



721Accounts payable and accrued liabilities


26,787



68,426Accounts payable and accrued liabilities – related party


5,000



12,500Net cash used in operating activities


-



(27,316
)Cash flows from investing activities:Net cash flows from investing activities


-



-Cash flows from financing activities:Advances from related party


-



25,000Net cash flows from financing activities


-



25,000Net cash flows


-



(2,316
)Cash and equivalent, beginning of period


408



2,724Cash and equivalent, end of period

$
408


$
408Supplemental cash flow disclosures:Cash paid for Interest

$
-


$
-Cash paid for income taxes

$
-


$
-Supplemental non-cash investing and financing activities:Stock payable to settle short term loan


-



725,000Stock payable to settle accrued interest payable


-



69,150$
-


$
794,150








The accompanying notes are an integral part of these financial statements





Table of Contents
 F-4


SWINGPLANE VENTURES, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2014





Note 1 - Organization and summary of significant accounting policies:





Following is a summary of our organization and significant accounting policies:





Organization and nature of business –Swingplane Ventures, Inc. (the “Company”), is a Nevada corporation, originally incorporated to operate as a men’s and women's golf fashion manufacturer in Broomfield, Colorado. The Company's first designs were intended to be marketed under the "Swingplane Ventures" brand– attracting the 12-35 year old male golfer market as an alternative to much higher priced brands with similar styling.  The Company did not generate any revenues from its planned operations. On August 22, 2012, the Company underwent a change in control and management subsequently determined to cease operating the men’s and women’s golf manufacturing fashion line.





On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) with Mid Americas Corp. (“Mid Americas”) where under we could earn the right to acquire 75% of certain mining concessions in Chile from the Vendors (the “Option Agreement”) (the Algarobbo Property”).  Upon entry into these agreement, the Company determined to change its business focus and enter the Exploration Stage as defined by ASC Topic 915.  Under the Assignment Agreement there were certain terms to be met including funding obligations, in order to complete the acquisition of the mining concessions.





On February 22, 2013, the Company and Mid Americas closed a Share Exchange Agreement which effected a change in control.  Under the terms of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of Mid Americas in exchange for the issuance of a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock of the Company issued to the shareholders of Mid Americas. The preferred stock is convertible into shares of common stock of the Company on the basis of 50 shares of common stock for each 1 share of preferred stock. Further, the preferred stock carries voting rights of 100 shares of common stock for each one share of preferred stock.





The business combination has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Mid Americas. Under reverse acquisition accounting Mid Americas (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree).





On June 15, 2013 the Company was unable to meet certain funding obligations under its agreements to acquire the Algarobbo Property and was in breach of the agreements.  As a result of the breach, Mid Americas Corp. and the Company lost all rights or interest in or to the property, as further discussed in Note 4(a) to the financial statements.





On November 11, 2013, effective November 7, 2013, the Company entered into an assignment and acquisition agreement with Mineralmex Corp. (MEX), whereby MEX agreed to grant to the Company the sole and exclusive option to acquire all of MEX’s right, title and interest in an acquisition agreement to acquire a 100% interest in certain mining concessions in Mexico.  The Company has spent considerable time attempting to conclude this transaction, however it  was unable to fully obtain the required confirmations and determined to allow the agreement to lapse without penalty or recourse to any party.   The Company is presently actively seeking suitable acquisitions in the field of mineral exploration and resource development.





Basis of presentation -These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).  The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary, Mid Americas.  All material intercompany balances and transactions have been eliminated in consolidation.


Table of Contents
 F-5


SWINGPLANE VENTURES, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2014





Note 1 - Organization and summary of significant accounting policies: (continued)





Use of estimates -The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) 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.





Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.





Mineral Property and Development Costs –The Company is a natural resource company and anticipates acquiring, exploring, and if warranted and feasible, developing natural resource assets.





All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized. Capitalized costs will be amortized following commencement of commercial production using the unit of production method over the estimated life of proven and probable reserves.





Prior to the date of these financial statements, the Company has incurred only property option costs and exploration related costs which have been expensed in their entirety.





To date the Company has not established any proven or probable reserves on its mineral properties.





Fair value of financial instruments and derivative financial instruments- The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.





The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:





Level 1:
Quoted prices in active markets for identical assets or liabilities.Level 2:
Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.Level 3:
Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions.





The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


Table of Contents
 F-6


SWINGPLANE VENTURES, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2014





Note 1 - Organization and summary of significant accounting policies: (continued)





Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Codification regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.





We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded.





Basic and diluted earnings (loss) per share: In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.





The Company had the following potential common stock equivalents at December 31, 2014:





Convertible preferred shares
5,000,000Converted rate: 1:50Common stock equivalents
250,000,000





Since the Company reflected a net loss during the six months ended December 31, 2014 and the fiscal year ended June 30, 2014, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.





Note 2 – Going concern:





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six month period ended December 31, 2014, the Company has had limited operations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends to continue financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.





Table of Contents
 F-7


SWINGPLANE VENTURES, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2014





Note 3 – Mineral Property Agreements:





On November 11, 2013, effective November 7, 2013, the Company entered into an assignment and acquisition agreement with Mineralmex Corp. (MEX), whereby MEX has agreed to grant to the Company the sole and exclusive option to acquire all of MEX’s right, title and interest in an acquisition agreement to acquire a 100% interest in certain mining concessions in Mexico (the "Property").  In consideration of the transfer of the rights to the Property by MEX, the Company is required to:





(i)
obtain shareholder approval on or before November 15, 2013 for an increase in the authorized common stock of the Company;(ii)
amend the voting rights of the Series A Preferred Stock such that each share of Series A Preferred stock shall carry 200 votes for each share of Series A Preferred Stock issued;(iii)
divest itself of the shares of Mid Americas Corp. in exchange for the return of the current issued and outstanding shares of Series A Preferred Stock for cancellation and return to treasury;(iv)
issue a total of 2,500,000 shares of Series A Preferred stock of Swingplane to MEX subsequent to Item (ii) and Item (iii) of this Section 3.2 being undertaken;(v)
the settlement of the outstanding loans payable by way of the issuance of such number of shares of the common stock of Swingplane at no less than $0.05 per share.





During the period covered by these financial statements the Company received both board and shareholder approval for the increase in authorized capital to amend the voting rights of the Series A Preferred Stock.  Further, the Company received consent and agreement from the Preferred Stockholders to cancel the shares of Series A Preferred stock currently held by them and return those shares to treasury in return for which they will receive the shares of Mid Americas Corp.    The Company also negotiated the debt settlement to settle the outstanding loan in the amount of $725,000 plus accrued interest for the issuance of 15,883,013 shares of the common stock of the Company.  As at December 31, 2014, the Series A Preferred Shares remain with legal counsel awaiting instruction from the Company for cancellation and therefore Mid Americas Corp remains a wholly owned subsidiary until this action is undertaken.   The debt settlement shares were issued on February 11, 2014.





The Company was unable to fully obtain the required confirmations and, subsequent to the six month period ended December 31, 2014, determined to allow the agreement to lapse without penalty or recourse to any party.    The Company is currently pursuing other opportunities for mineral exploration and resource development.





Note 4 – Prepaid expenses:





The following table provides detail of the Company’s prepaid expenses as of December 31, 2014 and June 30, 2014:





December 31, 2014


June 30,

2014Prepaid news dissemination fees

$
720


$
720$
720


$
720





Note 5 – Short term loans:





During the fiscal year ended June 30, 2014, the Company received a loan in the amount of $3,000 from an unrelated third party lender. The loan is unsecured, extends for a term of one year from the date the funds were received, and bears interest at 12% per annum, payable on maturity. During the six months ended December 31, 2014, we accrued interest expenses of $180 in respect of this loan.





Note 6 – Related party transactions:





Mr. Carlos de la Torre, a former officer and director,personally holds 10,000,000 shares of the Company’s common stock, and is also the sole officer and director of Toucan Tropical Consulting Ltd. which holds a total of3,250,000 shares of the Company’s preferred stock convertible into 162,500,000 shares of common stock, collectively controlling 44.61% of the votes, and as such is  the controlling stockholders of the Company.





On February 25, 2013, Mr. De la Torre entered into a management agreement with the Company, whereby Mr. De la Torre would receive $10,000 per month as management fees, plus any out of pocket expenses.He agreed to reduce his fees to $2,500 per month effective May 1, 2013 and on a go forward basis until such time as the Company had obtained sufficient funds for operating capital.  On August 29, 2014 Mr. De la Torre resigned as President, Secretary, Chief Executive Officer and a Director of the Company.  Concurrently Mr. Ismael Gonzalez Balboa was appointed to the Board of Directors and as President, Chief Executive Officer and Secretary.  Mr. De la Torre remains the Company’s controlling shareholder.  He personally holds 10,000,000 shares of the Company’s common stock, and is also the sole officer and director of Toucan Tropical Consulting Ltd. which holds a total of3,250,000 shares of the Company’s preferred stock convertible into 162,500,000 shares of common stock, collectively controlling 44.61% of the votes.


Table of Contents
 F-8


SWINGPLANE VENTURES, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2014





Note 6 – Related party transactions (Continued):





During the three month period ended September 30, 2014, Mr. De la Torre accrued $5,000 in management fees. The Company did not make any cash payments during the current quarter, leaving $37,500 due and payable to Mr. De la Torre as of December 31, 2014 ($32,500 - June 30, 2014).  Mr. De la Torre resigned as an officer and director on August 29, 2014.





During the fiscal year ended June 30, 2014 Mr. De la Torre advanced $25,000 to the Company for ongoing working capital obligations. The advance is on demand and bears no interest. As at December 31, 2014 $25,000 remains due and payable to Mr. De la Torre.





Note 7 – Issuance of shares:





As at December 31, 2014 and June 30, 2014, the Company had a total of 250,883,013 shares of common stock issued and outstanding and 5,000,000 preferred shares issued and outstanding.





Note 8 – Provision for income taxes:





Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.





Operating loss carry-forwards generated during the period from April 23, 2012 (date of inception) through December 31, 2014 of approximately $1,829,535, will begin to expire in 2032.   The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $622,000 at December 31, 2014. For the six month periods ended December 31, 2014 and 2013, the valuation allowance increased by approximately $10,800 and $37,000, respectively.





The Company has no tax positions at December 31, 2014, or June 30, 2014, for which the ultimate deductibility is highly uncertain but for which there is uncertainty about the timing of such deductibility.





The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.





The tax returns for the years ended June 30, 2014 and 2013 are subject to examination by the Internal Revenue Service.





Note 9 – Subsequent events:





On February 17, 2015, the Board of Directors of the Company elected Donald Ray Lamont Wanner Sr. as President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and a director of the Company.
 
 Concurrent with Mr. Wanner’s appointments, Mr. Ismael Gonzalez resigned from his positions as a member of the board of directors, and as President, Chief Executive Officer and Secretary.


We have evaluated subsequent events through February 23, 2015 and have determined that other than as disclosed herein there are no other subsequent events after December 31, 2014 for which disclosure is required.


Table of Contents
 F-9


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.





In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").





The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, 2014, as filed with the Securities and Exchange Commission on October 15, 2014, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Swingplane Ventures, Inc.





Business of the Company:





We are currently a natural resource exploration stage company in the business of acquiring, exploring, and if warranted and feasible, developing natural resource assets.





We currently have one wholly owned subsidiary, Mid Americas Corp. which was acquired by way of a share exchange agreement executed in February 2013.  However, as Mid Americas Corp. no longer holds any mining assets and the Company is currently in negotiation with a project based in Mexico and has signed an assignment agreement on November 11, 2013.   In order to finalize the assignment agreement and acquire the Mexican project the Company is required to undertake a number of transactions, one of which is the divestiture of Mid Americas.  The Company did obtain the required consent for restructure from the existing shareholders who received shares for the acquisition of Mid Americas, however certain other conditions were unable to be fulfilled relative to the Mexico project, and the Company determined to allow the agreement to lapse subsequent to the period ending December 31, 2014.





We are currently a defined as a shell company pursuant to the Exchange Act Rule 12b-2.  The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:





(1) No or nominal operations; and





(2) Either:





(i) no or nominal assets;





(ii) assets consisting solely of cash and cash equivalents; or





(iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.





This means that under the revised Rule 144(i), no shareholder can utilize the Rule 144 exemption from registration to sell his shares if the issuer is a shell company unless the Company has met the requirements to cure its shell status under Rule 144(i)(2).





To “cure” its shell status under Rule 144(i) (2), the Company must meet the following requirements:





1.
is no longer a shell company as defined in Rule 144(i)(1);





2.
has filed all reports (other than Form 8-K reports) required under the Securities Exchange Act of 1934 for the preceding 12 months (or for a shorter period that the issuer was required to file such reports and materials); and





3.
has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1), and at least one year has elapsed since the issuer filed that information with the SEC.





Table of Contents
 4


Rule 144 is the exclusive means, absent registration, by which affiliates of an issuer as well as holders of “restricted” stock (i.e., stock received in an unregistered private placement or an equivalent transaction) may effect public sales of their stock.  Without the ability to utilize the Rule 144 exemption, current and prospective holders of restricted stock are stuck with an illiquid investment for at least one year from the date the Company files current “Form 10 information” with the SEC unless the Company  undertakes the process of filing a resale registration statement with the SEC.  This prolonged period of illiquidity may repel investors, and, therefore the Company may face difficulties raising capital in the equity markets until such time as the Company can file a registration statement or cure the shell status.





The Company is currently focused exclusively on the acquisition and development of mineral resource properties. On June 15, 2013, Mid Americas, the wholly owned subsidiary of the Company lost its interest by a default of the Option Agreement for certain mining concessions in Chile.





On November 11, 2013, effective November 7, 2013, the Company entered into an assignment and acquisition agreement with Mineralmex Corp. (MEX), whereby MEX agreed to grant to the Company the sole and exclusive option to acquire all of MEX’s right, title and interest in an acquisition agreement to acquire a 100% interest in certain mining concessions in Mexico (the "Property") .  In consideration of the transfer of the rights to the Property by MEX, the Company was required to:





(i)
obtain shareholder approval on or before November 15, 2013 for an increase in the authorized common stock of the Company;(ii)
amend the voting rights of the Series A Preferred Stock such that each share of Series A Preferred stock shall carry 200 votes for each share of Series A Preferred Stock issued;(iii)
divest itself of the shares of Mid Americas Corp. in exchange for the return of the current issued and outstanding shares of Series A Preferred Stock for cancellation and return to treasury;(iv)
issue a total of 2,500,000 shares of Series A Preferred stock of Swingplane to MEX subsequent to Item (ii) and Item (iii) of this Section 3.2 being undertaken;(v)
the settlement of the outstanding loans payable by way of the issuance of such number of shares of the common stock of Swingplane at no less than $0.05 per share.





During the period covered by this report, the Company received both board and shareholder approval for the increase in authorized capital to amend the voting rights of the Series A Preferred Stock.  Further, the Company received consent and agreement from the Preferred Stockholders to cancel the shares of Series A Preferred stock currently held by them and return those shares to treasury in return for which they will receive the shares of Mid Americas Corp.    The Company also negotiated the debt settlement to settle the outstanding loan in the amount of $725,000 plus accrued interest for the issuance of 15,883,013 shares of the common stock of the Company.  Presently, the Series A Preferred Shares remain with legal counsel awaiting instruction from the Company for cancellation and therefore Mid Americas Corp remains a wholly owned subsidiary until this action is undertaken.   The debt settlement shares were issued on February 11, 2014.





The Company has spent considerable time attempting to conclude this transaction, however it was unable to fully obtain the required confirmations and determined to allow the agreement to lapse without penalty or recourse to any party.




The Company intends to continue to review projects with a view to completing an acquisition as soon as practicable.  There can be no assurance that the Company will be able to secure an agreement on any projects or that if it can reach agreement that it will be able to raise the required financing.





RESULTS OF OPERATIONS





Three Month Period Ended December 31, 2014 Compared to Three Month Period Ended December 31, 2013





We generated no revenue during the three month periods ended December 31, 2014 and December 31, 2013, and we have never generated any revenue.





For the three month ended December 31, 2014, we incurred operating expenses of $16,294 as compared to $28,096 incurred during the same period ended December 31, 2013, a decrease of $11,802. Operating expenses decreased over the comparative periods due to the fact that the Company has had limited operations while it continues to work to secure an acquisition in the mineral resource development sector.





General and administrative expenses generally include corporate overhead, financial and administrative contracted services, and marketing costs. Professional fees include accounting and tax service fees.





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Six Month Period Ended December 31, 2014 Compared to Six Month Period Ended December 31, 2013





We generated no revenue during the six month periods ended December 31, 2014 and December 31, 2013, and we have never generated any revenue.





For the six month ended December 31, 2014, we incurred operating expenses of $31,607 as compared to $80,162 incurred during the same period ended December 31, 2013, a decrease of $48,555. Operating expenses decreased over the comparative periods due to the fact that the Company has had limited operations while it continues to work to close the acquisition of a project in the mineral resource and development sector.




General and administrative expenses generally include corporate overhead, financial and administrative contracted services, and marketing costs. Professional fees include accounting and tax service fees.





LIQUIDITY AND CAPITAL RESOURCES





Our assets and working capital and current liabilities remained relatively constant for the six months ended December 31, 2014 as compared to our fiscal year ended June 30, 2014.  As of December 31, 2014, our current assets were $1,128, same as at June 30, 2014, and our current liabilities were $300,051 compared to $268,264 as at June 30, 2014.





As of the date of this Quarterly Report, we have yet to generate any revenues from our business operations and we do not expect to generate any revenues in the near future.





We estimate that in the next twelve months we will require a minimum of $100,000 to expend on operations and and unknown amount for expenditure with respect to the acquisition of projects.





We are a startup company and are in the early stages of developing our business plan. As of the date of this report, we have not generated any revenues and are just commencing operations under our new business initiative. As a result, we have generated operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to undertake our business plan. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.





We cannot sustain our operations from existing working capital as we have not generated any revenues and there can be no assurance at this time that we can generate significant revenues from operations.





We will require additional working capital, as we currently have inadequate capital to fund our business strategies, which could severely limit our operations.    We currently have no cash with which to continue operations and are dependent on debt and equity investments. There can be no assurance that any additional financing will be available or accessible on reasonable terms, either by way of an equity financing or debt. If we cannot raise any additional funding we may either have to suspend operations until we do raise the cash, or cease operations entirely.





Off-Balance Sheet Arrangements





We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We are a smaller reporting company and are not required to provide this information.


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ITEM 4. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2014.





Management’s Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.





Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2014 was not effective for the reason described herein.





The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2014.





Management believes that the material weakness set forth above did not have an effect on our financial results.





All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





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 on management’s report on this quarterly report.





Changes in Internal Control Over Financial Reporting





There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.





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PART II – OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.





ITEM 1A. RISK FACTORS





The Company is a smaller reporting company and is not required to provide this information.





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





There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





The Company does not have any senior securities as of the date of this Form 10-Q.





ITEM 4. MINE SAFETY DISCLOSURES





Not Applicable





ITEM 5. OTHER INFORMATION





On August 29, 2014 Mr. De la Torre resigned as President, Secretary, Chief Executive Officer and a Director of the Company.  Concurrently Mr. Ismael Gonzalez Balboa was appointed to the Board of Directors and as President, Chief Executive Officer and Secretary.





Mr. Dimitrios Trikeriotis resigned from his positions as a member of the board of directors, chief financial officer, and treasurer, effective December 8, 2014.





On February 17, 2015, the Board of Directors of the Company elected Donald Ray Lamont Wanner Sr. as President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and a director of the Company.





Concurrent with Mr. Wanner’s appointments, Mr. Ismael Gonzalez resigned from his positions as a member of the board of directors, and as President, Chief Executive Officer and Secretary.





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ITEM 6. EXHIBITS





The following exhibits are filed as part of this Quarterly Report:





Exhibit Number
Description3.1
Amended Articles of Incorporation
Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 20103.2
Certificate of Amendment – Increase in Authorized Shares
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 20133.3
Bylaws
Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 20104.1
Certificate of Designation – Preferred Stock
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 201321
List of Subsidiaries
Mid Americas Corp., a corporation incorporated under the laws of the country of Belize31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed Herewith101.INS
XBRL Instance Document
*101.SCH
XBRL Taxonomy Extension Schema
*101.CAL
XBRL Taxonomy Extension Calculation inkbase
*101.DEF
XBRL Taxonomy Extension Definition Linkbase
*101.LAB
XBRL Taxonomy Extension Label Linkbase
*101.PRE
XBRL Taxonomy Extension Presentation Linkbase
*


*To be filed by Amendment





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





SWINGPLANE VENTURES, INC.Date:
February 23, 2015
By:
/s/Donald Ray Lamont Wanner Sr.Name:
Donald Ray Lamont Wanner Sr.Title:
President, Chief Executive Officer





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