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SWVI > SEC Filings for SWVI > Form 10-Q on 14-Nov-2013All Recent SEC Filings

Show all filings for SWINGPLANE VENTURES, INC.

Form 10-Q for SWINGPLANE VENTURES, INC.


14-Nov-2013

Quarterly Report


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, 2013, as filed with the Securities and Exchange Commission on October 15, 2013, along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Swingplane Ventures, Inc.

Current Business

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, if it gets the required consent for restructure from the existing shareholders who received shares for the acquisition of Mid Americas will undertake the Mexican project through a Mexican based subsidiary.

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.

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 agreement whereby is has the rights to acquire a Mexican company holding certain mining concessions in Mexico. The Company expects to be able to finalize the terms of the acquisition by November 30, 2013 and progress the acquisition of mining concessions in Mexico. At that time it intends to divest itself of Mid Americas.

There can be no assurance that the Company will be able to raise the required financing to complete the new acquisition.

RESULTS OF OPERATIONS

Three Month Period Ended September 30, 2013 Compared to Three Month Period Ended September 30, 2012

We generated no revenue for the three month periods ended September 30, 2013 and September 30, 2012, respectively.

During the three month period ended September 30, 2013, we incurred operating expenses of $52,066 as compared to an operational loss of NIL during the three month period ended September 30, 2012, an increase of $52,066. The increase is operating expenses is due to the fact that Mid Americas had no expenditures during the three months ended September 30, 2012.

During the period ended September 30, 2013 we incurred exploration related expenses totaling $18,807, with no similar expenditures for the three months ended September 30, 2012. We also incurred professional fees of $3,495 (2012:
Nil), consulting fees of $10,565 (2012: Nil), management fees of $7,500 (2012:
Nil) and general and administrative expenses of $7,646 (2012: Nil). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, and marketing costs. Professional fees include accounting and tax service fees.

The increase in operating expenses is due to the fact that the Company has expenditures related to its reporting requirements as a public entity which it did not have during the period ended September 30, 2012 as the financial statements are the financial statements of Mid Americas.

During the three month period ended September 30, 2013 we incurred a net loss of $70,340 as compared to no gain or loss in the same period ended September 30, 2012. Of this amount, the loss from operations for the three months ended September 30, 2013 totaled $52,066 as compared to Nil for the three months ended September 30, 2012. Other expenses included in the netloss for the three months ended September 30, 2013 relate to interest expenses in the amount of $18,274 with no comparable expense for the three months ended September 30, 2012.


LIQUIDITY AND CAPITAL RESOURCES

Our assets and liabilities and working capital remained relatively constant for the three months ended September 30, 2013 as compared to our fiscal year ended June 30, 2013. As of September 30, 2013, our current assets were $5,331 as compared to $8,153 as at June 30, 2013 and our current liabilities were $991,202 ($923,684 as at June 30, 2013), resulting in a working capital deficit of $978,371 as at September 30, 2013 as compared to deficit of working capital of $915,531 as at June 30, 2013.
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 $500,000 of which we will expend approximately $100,000 for operations and $400,000 as required with respect to mining projects. It is anticipated that the transaction whereby we acquire the option on the mineral concessions will result in a business combination which will be treated as a reverse merger and recapitalization for accounting purposes.

We are an exploration stage 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.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.


Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

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