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SWVI > SEC Filings for SWVI > Form 8-K/A on 9-Aug-2013All Recent SEC Filings

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Form 8-K/A for SWINGPLANE VENTURES, INC.


9-Aug-2013

Completion of Acquisition or Disposition of Assets, Material Modifica


Item 2.01 Completion of Acquisition or Disposition of Assets

On June 15, 2013, Mid Americas Corp. ("Mid Americas") defaulted on its option agreement to acquire an interest in certain mining concessions known as the Algarrobo Property in Chile and pursuant to the default the Company lost all of rights, title and interest in the mining concessions. As a result, all information provided herein relating to the Algarrobo Property or the Algarrobo mining concessions is historical in nature and provided solely for informational purposes. The Company has no current or planned operations related to the Algarrobo mining concessions.

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 Series A 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 Series A preferred stock, Mid Americas became our wholly-owned subsidiary, and we acquired the business and operations of Mid Americas. The 5,000,000 shares of Series A preferred stock are convertible into common stock on the basis of fifty shares of common for each one share of Series A preferred stock.

Except with respect to matters which adversely affect the holders of Series A preferred stock, as required by law, or as required by the Articles of Incorporation, the holders of Series A preferred and the holders of common stock 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, on the following basis:

(a) holders of common stock shall have one vote per share of common stock held by them; and

(b) holders of Series A preferred stock shall have 100 votes per share of Series A preferred stock

In the event the Corporation at any time or from time to time after the original date of issuance of the Series A preferred stock shall:

(a) subdivide, redivide or change its outstanding common stock into a great number of shares;

(b) reduce, combine or consolidate its outstanding common stock into a smaller number of shares; or

(c) declare or pay an dividend or make any other distribution on the common stock payable in common stock

then the number of votes per share of Series A preferred stock shall be proportionately increased or decreased, as applicable, concurrently with the effectiveness of such subdivision, consolidation, stock dividend or stock distribution.

The Mid Americas stockholders currently hold voting rights totaling 81.6% of the vote on any matters to be brought to a vote of Swingplane stockholders, giving consideration to the voting rights of the shares of the Series A preferred stock.

Mid Americas is a natural resource exploration stage company. Mid Americas' sole asset at the time of the filing of the initial Form 8-K and until June 15, 2013 was an option agreement, whereby Mid Americas was required to pay funds to the Optionors and expend certain amounts on the mining concessions in order to acquire a75% interest into certain mining concessions in Chile, known as the Robles and Angela tenures which comprise a total of 6,161 hectares.


The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of 930 hectares and the Angela concessions which comprise a total of 5,231 hectares are granted exploration status, with application made for exploitation status, to the Government of Chile. Legal counsel retained to undertake a title opinion on the concessions reported certain anomalies to the title which may impact on the rights to the concessions if not cured. The concessions subject to the anomlies are related to approximately 1530 hectares or 25% of the concessions. Those anomalies are as detailed below.

A mistake was made in the survey of the exploitation concession Roble 4B 1 al
9. We do not have sufficient information to detail when this mistake was made. The minutes of the survey state that the name of the the concession is Roble 4B 1 al 9 with 9 "pertenencias", but the survey comprises 10 "pertenencias". According to article 95 of the Chilean Mining Code, a minins concession can be annulled in case a mistake was made in the survey process. The right to request the annulment expires 4 years after the publication date of the ruling that grants the concession. No request of annulment of Roble 4B 1 al 9 has been filed as of November 23, 2012 (the date of the title opinion). The term to request the annulment will expire on July 27, 2016. Further, there was a mistake in the survey process on one of the surveyed concessions which requires a new survey and re-filing with the respective government departments. This new survey has not yet been undertaken and the concession could be at risk of being lost if the survey is not undertaken and re-filed. These concessions represent approximately 100 hectares or approximately 2% of the Property. The action required to cure these mistakes would be the undertaking and filing with the requisite Chilean authorities a new accurate survey. We do not have specific costs for this curing action but we believe it would be minimal and could be easily remedied. If not remedied then the Company could face the loss of their interest in their concessions which would impact on the production as the current production is being undertaken on the Robles 4B.

In the granting procedures of the 51 exploitation concessions named "Angela", the original license fee (Tasa) was paid after the expiration of the deadline term established by the law. According to article 86 of the Chilean Mining Code these concessions could be annulled by the Judge before issuing the ruling granting the concession. If the Judge does not declare the annulment and the concessions are fully granted, the procedural defect mistake will be remedied.

As a protective measure while the Angela exploitation concessions are granted, the Optionors filed a new group of claims named "Angelita" that overstake the same area covered by the Angelas. In case any of the Angela claims are annulled by the Judge, the rights in the area will be secured by the Angelita. Due to the Optionors taking the remedial action recommended by legal counsel for the . . .



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 5,000,0000 shares. The holders of Series A Preferred Stock shall not be entitled to receive any dividends. 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 with the holders of the Company's common stock upon any matter submitted to the stockholders for a vote.

Except with respect to matters which adversely affect the holders of Series A Preferred Stock, as required by law, or as required by the Articles of Incorporation, the holders of Series A Preferred and the holders of Common Stock 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, on the following basis:

(a) holders of Common Stock shall have one vote per share of Common Stock held by them; and

(b) holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them.

Until converted the holders of the Series A Preferred Stock could control, voting collectively, all of the actions of the Company by virtue of holding the majority of the voting rights at any meeting of the stockholders. There is currently no known arrangement between the holders of the Series A Preferred Stock to vote collectively, however, there can be no assurance that there will not be a collective voting agreement in the future. The common stockholders, while having the ability to vote on any matters before a meeting of the stockholders are dependent on the affirmative votes of a majority of the Series A Preferred stockholders in order to effect any actions or to veto any actions to be undertaken at any stockholders meetings. Thus the holders of the Series A preferred stock could control any and all actions at any stockholders meeting.

Each share of Series A Preferred Stock is convertible into 50 shares of our common stock at any time at the holder's option, thus diluting the foldings of the common stockholders at the time of conversion. The Series A Preferred Stock is entitled to a preference over all of the shares of common stock of the Company and shall rank pari passu with any other series of the Company's Preferred Stock, with respect to the distribution of assets in the event of the liquidation, dissolution or winding up of the Company,, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs. Thus the holders of the common stock may not receive any distribution of assets in the event of liquidation, dissolution or winding up of the Company.


Except with respect to matters which adversely affect the holders of Series A Preferred Stock, as required by law, or as required by the Articles of Incorporation, the holders of Series A Preferred and the holders of Common Stock 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, on the following basis:

(a) holders of Common Stock shall have one vote per share of Common Stock held by them; and

(b) holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them.

In the event the Company at any time or from time to time after the original date of issuance of the Series A Preferred Stock shall:

(c) subdivide, redivide or change its outstanding Common Stock into a greater number of shares;

(d) reduce, combine or consolidate its outstanding Common Stock into a smaller number of shares; or

(e) declare or pay any dividend or make any other distribution on the Common Stock payable in Common Stock, then the number of votes per share of Series A Preferred Stock shall be proportionately increased or decreased, as applicable, concurrently with the effectiveness of such subdivision, consolidation, stock dividend or stock distribution.

Thus the holders of the Series A Preferred Stock have an anti-dilutive provision which will further dilute the common stockholders in the event of any of the above actions being undertake, prior to the Series A preferred stock being converted into common stock.

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent from shareholders holding no less than a majority of the outstanding shares of Series A Preferred Stock):

alter or change the rights, preferences or privileges of the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock;

alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock;

enter into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions; or

cause or authorize any subsidiary of the Corporation to engage in any of the foregoing actions.

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 our Current Report on Form 8-K as filed with the SEC on February 25, 2013 and is incorporated herein by reference.


SECTION 5 - CORPORATE GOVERNANACE AND MANAGEMENT

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 . . .



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 resigned 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 was 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 47

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 Series A 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, acquired 10,000,000 shares of common stock of the Company and Toucan Consulting Ltd., a company of which Mr. De la Torre is the sole officer and director acquired 10,000,000 shares of common stock which it directed to be issued to Mr. Gunter Stromberger. Toucan Consulting Ltd. has no further rights, title or interest in or to the 10,000,000 shares of common stock issued to Mr. Stromberger. Toucan Consulting Ltd. further acquired 3,250,000 shares of Series A preferred stock, which are convertible into 162,500,000 shares of common stock of the Company on the basis of 50 common shares for each 1 share of Series A preferred stock tendered for conversion. The holders of Series A Preferred and the holders of Common Stock 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, on the following basis:

(a) holders of Common Stock shall have one vote per share of Common Stock held by them; and

(b) holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them.

Mr. De la Torre controls 45.58% of the voting stock giving effect to the voting rights of the Series A preferred stock held by Toucan Tropical Consulting Ltd.

Further, Mr. De la Torre entered into a verbal management agreement with the Company, whereby Mr. De la Torre received $10,000 per month as management fees, plus any out of pocket expenses. On May 1, 2013, Mr. De la Torre agreed to amend his management agreement to $2,500 per month and to enter into a formal agreement, whereby he will receive $2,500 per month until the Company has funded the project, at which time his consulting fee will be renegotiated. The agreement at this time is solely a verbal agreement as no formal agreement has been entered into as of the date of this filing.

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.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Revised 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) Revised 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 Executed Share Exchange Filed herewith Agreement, including all Schedules and Disclosure Statements by 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 Incorporation our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
3.2 Certificate of Incorporated by reference to Amendment - Increase in our Form 8-K filed with the Authorized Shares Securities and Exchange Commission on February 25, 2013
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 Incorporated by reference to Designation - Preferred our Form 8-K filed with the Stock Securities and Exchange Commission on February 25, 2013
10.1 Executed Assignment Incorporated by reference to Agreement between the our Form 8-K/A filed with Company and Mid the Securities and Exchange Americas Corp., dated Commission on May 10, 2013 October 15, 2012
10.2 Executed Option Incorporated by reference to Agreement by and our Form 8-K/A filed with between Mid Americas the Securities and Exchange Corp. and Gunter Commission on May 10, 2013 Stromber and Elsa Dorila Durate Horta, dated April 23, 2012
10.3 Executed Amendment No. Incorporated by reference to 1 to Option Agreement, our Form 8-K/A filed with dated July 27, 2012 the Securities and Exchange Commission on May 10, 2013
10.4 Executed Amendment No. Incorporated by reference to 2 to Option Agreement, our Form 8-K/A filed with dated September 27, the Securities and Exchange 2012 Commission on May 10, 2013
10.5 Executed Consulting Incorporated by reference to Agreement with Michel our Form 8-K/A filed with Voyer, dated October 1, the Securities and Exchange 2012 Commission on May 10, 2013
10.6 Letter of Extension Incorporated by reference to between Optionors, the our Form 8-K filed with the Company and Mid Securities and Exchange Americas Commission on May 31, 2013
10.7 Loan Agreement between Filed herewith Mid Americas Corp and Gold Source International Ltd.
10.8 Consulting Agreement Filed herewith between Swingplane Ventures Inc. and Carlos De la Torre
21 List of Subsidiaries Mid Americas Corp., a corporation incorporated under the laws of the country of Belize
99.1 Revised and Restated Incorporated by reference to Audited Financial our Form 8-K/A filed with Statements of Mid the Securities and Exchange Americas Corp. as of Commission on July 19, 2013 June 30, 2012.
99.2 Revised and Restated Filed herewith Financial Statements of Mid Americas Corp. as of December 31, 2012.
99.3 Revised and Restated Incorporated by reference to Pro Forma Financial our Form 8-K/A filed with Statements the Securities and Exchange Commission on July 19, 2013


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