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SWVI > SEC Filings for SWVI > Form 8-K on 25-Feb-2013All Recent SEC Filings

Show all filings for SWINGPLANE VENTURES, INC.

Form 8-K for SWINGPLANE VENTURES, INC.


25-Feb-2013

Completion of Acquisition or Disposition of Assets, Unregistered Sale o


Item 2.01 Completion of Acquisition or Disposition of Assets

On February 22, 2013 (the "Closing Date"), Swingplane Ventures, Inc., a Nevada corporation, closed a voluntary share exchange transaction pursuant to a Share Exchange Agreement agreed to between the parties on February 15, 2013 (the "Exchange Agreement") by and among the Company, Mid Americas Corp., a corporation incorporated under the laws of the country of Belize ("Mid Americas"), and the stockholders of Mid Americas Corp. (the "Selling Stockholders").

In accordance with the terms of the Exchange Agreement, on the Closing Date, we issued a total of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Stockholders in exchange for 100% of the issued and outstanding capital stock of Mid Americas (the "Transaction"). As a result of the Transaction, the Selling Stockholders acquired 42.5% of our issued and outstanding common stock and 100% of our issued and outstanding preferred stock, Mid Americas became our wholly-owned subsidiary, and we acquired the business and operations of Mid Americas.

Mid Americas is a natural resource exploration stage company. Mid Americas' sole asset is an option agreement to acquire 75% of certain mining concessions in Chile.

Prior to the Transaction, we were a public reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder ("Exchange Act"). Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act, for the Registrant's common stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Transaction.

The following description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Registrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, Option Agreement, as amended and the Assignment Agreement, copies of which are filed with this Current Report on Form 8-K and incorporated by reference into this Item 2.01.

From and after the Closing Date, our primary operations consist of the business and operations of Mid Americas. In the Transaction, or reverse acquisition, the Registrant is the accounting acquiree and Mid Americas is the accounting acquirer. The financial statements subsequent to the date of the Transaction are presented as a continuation of Mid Americas. Accordingly, we are presenting the financial statements of Mid Americas as set forth in Exhibit 99.1 and certain pro forma financial information as set forth in Exhibit 99.2 of this Current Report on Form 8-K. Further, we disclose information about the business, financial condition, and management of Mid Americas in this Current Report on Form 8-K.


DESCRIPTION OF BUSINESS

Overview

Background

The Company was incorporated in the State of Nevada on June 24th, 2010. The Company's initial principal business objective was to sell men's and women's golf apparel. On March 29, 2012, the Company amended its Articles of Incorporation to increase its authorized shares of common stock from 70,000,000 to 550,000,000. On May 11, 2012, the Company effected a forward split of 35:1 of its issued and outstanding common stock. Both the foregoing amendment to the Company's Articles of Incorporation and the forward stock split were approved by shareholders holding 74% of our issued and outstanding common stock. On August . . .



Item 3.02 Unregistered Sales of Equity Securities

As more fully described in Item 2.01 above, in connection with the Transaction, on the Closing Date, we issued a total of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Stockholders in exchange for 100% of the issued and outstanding capital stock of Mid Americas. Reference is made to the disclosures set forth under Item 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.

The issuance of the common stock and preferred stock to the Selling Stockholders pursuant to the Exchange Agreement was exempt from registration in reliance upon Regulation D and/or Regulation S of the Securities Act as the investors are "accredited investor," as such term is defined in Rule 501(a) under the Securities Act and in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), such determination based upon representations made by such investors.



Item 3.03 Material Modification to Rights of Security Holders

On February 8, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada, in the form attached as Exhibit 4.1 to this Current Report on Form 8-K. The Certificate of Designation sets forth the rights, preferences and privileges of a class of the Company's preferred stock. Such class shall be designated as the "Series A Preferred Stock" and the number of shares initially constituting such series shall be 5,000,000 shares. The holders of Series A Preferred Stock will be entitled to a preference over all of the shares of the Company's common stock. Holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them and shall be entitled to notice of any stockholders' meeting and to vote as a single class upon any matter submitted to the stockholders for a vote. Each share of Series A Preferred Stock is convertible into 50 shares of our common stock at any time at the holder's option. Shares of Series A Preferred Stock shall not be entitled to any dividends.


The foregoing is not a complete summary of the terms of the Certificate of Designation and reference is made to the complete text of the Certificate of Designation, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 5.01 Changes in Control of Registrant

As more fully described in Item 2.01 above, incorporated herein by reference, on February 22, 2013, we closed the Transaction. The Selling Stockholders own 100% of the equity in Mid Americas.

Under the Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of Mid Americas through the issuance of an aggregate of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Shareholders. Immediately prior to the Transaction, we had 135,000,000 shares of common stock and zero shares of preferred stock issued and outstanding. As a result of the Transaction, the Selling Stockholders own approximately 72% of our issued and outstanding common stock on an as-converted basis, and Mid Americas became our wholly-owned subsidiary. Additionally, the securities held by the Selling Stockholders represent 81.6% of our voting securities.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors or Certain Officers:

On February 25, 2013, pursuant to the terms of the Share Exchange Agreement, Mr. Michel Voyer will resign as President, Chief Executive Officer, Chief Financial Officer Secretary, Treasurer of the Company.

Election of Directors and Appointment of Certain Officers:

On February 25, 2013, Mr. Carlos De la Torre will be appointed as the Company's President and Chief Executive Officer and as a director of the Company. Mr. De la Torre will also fill the role of acting Chief Financial Officer and Secretary until such time as those positions are filled. Mr. Lindorfer, the Company's director based in Chile with substantive mining experience will remain on the Board of Directors of the Company.

Carlos De la Torre- Age 46

Mr. De la Torre is a practicing attorney and has been a practicing attorney since April 2005 when he received his law degree. Mr. De la Torre comes from a family with a history of mineral exploration. He is fluent in both Spanish and English.

Mr. De la Torre also holds a Bachelors Degree in Business Administration which he received from the University of Texas - Pan American in 1987.

Mr. De la Torre is not a director or officer of any other reporting issuers.

Mr. De la Torre has no family relationships with any other executive officers or directors of the Company or persons nominated or chosen by the Company to become directors or executive officers. As more fully described in Item 2.01 above, incorporated herein by reference, on February 22, 2013, we closed the Transaction.


Under the Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of Mid Americas through the issuance of an aggregate of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Shareholders.

Under the Agreement, Mr. De la Torre was appointed the sole officer and a director of the Company. Further under the Agreement, Mr. De la Torre and two companies of which Mr. De la Torre is the officer and director acquired shares of the Company, thus effecting a change in control of the Company.

Further, under the terms of the Agreement, Mr. De la Torre will enter into a management agreement with the Company, whereby Mr. De la Torre will receive $10,000 per month as management fees, plus any out of pocket expenses.

Other than as disclosed herein, there is no material plan, contract or arrangement (whether or not written) to which Mr. De la Torre is a party or in which he participates that is entered into or material amendment in connection with the Company's appointment of Mr. De la Torre or any grant or award to Mr. De la Torre or modification thereto, under any such plan, contract or arrangement in connection with the Company's appointment of Mr. De la Torre.



Item 5.06 Change in Shell Company Status.

Reference is made to the Transaction under the Exchange Agreement, as described in Item 2.01, which is incorporated herein by reference. From and after the closing of the transactions under the Exchange Agreement, our primary operations consist of the business and operations of Mid Americas. Accordingly, we are disclosing information about Mid Americas' business, financial condition, and management in this Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), the audited financial statements of Mid Americas, for the fiscal year ended June 30, 2012 and the six month period ended December 31, 2012 are attached to this Current Report on Form 8-K as Exhibit 99.1.

(b) Pro Forma Financial Information. Pro forma financial information showing the effects of the acquisition of Mid Americas are filed with this Current Report on Form 8-K as Exhibit 99.2 .

(c) Shell Company Transactions. Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.


(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit Number Description
2.1 Share Exchange Agreement by Filed herewith and between the Company, Mid Americas Corp., and the stockholders of Mid Americas Corp. dated February 22, 2013
3.1 Amended Articles of Incorporated by reference to our Form Incorporation S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
3.2 Certificate of Amendment - Filed herewith Increase in Authorized Shares
3.3 Bylaws Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
4.1 Certificate of Designation - Filed herewith Preferred Stock
10.1 Assignment Agreement between Incorporated by reference to Exhibit the Company and Mid Americas 10.1 to our Form 8-K filed with the Corp., dated October 15, Securities and Exchange Commission on 2012 October 16, 2012
10.2 Option Agreement by and Incorporated by reference to Schedule between Mid Americas Corp. A to Exhibit 10.1 filed with our Form and Gunter Stromber and Elsa 8-K filed with the Securities and Dorila Durate Horta, dated Exchange Commission on October 16, April 23, 2012 2012
10.3 Amendment No. 1 to Option Incorporated by reference to Schedule Agreement, dated July 27, B to Exhibit 10.1 filed with our Form 2012 8-K filed with the Securities and Exchange Commission on October 16, 2012
10.4 Amendment No. 2 to Option Incorporated by reference to Schedule Agreement, dated September C to Exhibit 10.1 filed with our Form 27, 2012 8-K filed with the Securities and Exchange Commission on October 16, 2012
10.5 Consulting Agreement with Filed herewith Michel Voyer, dated September 10, 2012 and effective October 1, 2012
21 List of Subsidiaries Mid Americas Corp., a corporation incorporated under the laws of the country of Belize
99.1 Audited Financial Statements Filed herewith of Mid Americas Corp.
99.2 Pro Forma Financial Filed herewith Statements


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