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SWVI > SEC Filings for SWVI > Form 10-Q on 9-May-2014All Recent SEC Filings

Show all filings for SWINGPLANE VENTURES, INC.

Form 10-Q for SWINGPLANE VENTURES, INC.


9-May-2014

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.

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, 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 has been working to finalize the acquisition agreement to acquire the mining concessions in Mexico. Delays have been due to the filing of certain documents with the Mexican government to perfect the interest in the mining concessions. The Company expects to be able to finalize the acquisition before May 15, 2014.

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

We generated no revenue for the three month periods ended March 31, 2014 and March 31, 2013, respectively.

During the three month period ended March 31, 2014, we incurred operating losses of $22,013 as compared to operating losses of $360,010 during the three month period ended March 31, 2013, a decrease of $337,997. The significant decrease in operating expenses is mainly due to the fact that the Company had exploration expenditures of $289,090 during the three months ended March 31, 2013 with no comparable expenditures for the period ended March 31, 2014.
During the period ended March 31, 2014 we incurred professional fees of $3,212 (2013: 7,020), consulting fees of $1,028 (2013: 3,500), legal fees of $7,526 (2013-13,790), management fees of $7,500 (2013: 20,000) and general and administrative expenses of $2,737 (2013: 26,610). 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 substantial decrease in fees is mainly related to exploration expense, however, all fees decreased at the Company has had limited operations while it waits for the closure of the acquisition of the project in Mexico.

During the three month period ended March 31, 2014 we incurred a net loss of $22,054 as compared to a net loss of $368,174 in the same period ended March 31, 2013. Of this amount, the loss from operations for the three months ended March 31, 2014 totaled $22,013 as compared to $360,010 for the three months ended March 31, 2013. Other expenses included in the net loss for the three months ended March 31, 2014 relate to interest expenses in the amount of $41 with interest expense for the three months ended March 31, 2013 of $8,164.


Nine Month Period ended March 31, 2014 Compared to Nine Month Period Ended March 31, 2013

We generated no revenue for the nine month periods ended March 31, 2014 and 2013, respectively.

During the nine month period ended March 31, 2014, we incurred operating losses of $102,175 as compared to operating losses of $736,010 during the nine month period ended March 31, 2013, a decrease of $633,835.
During the nine month period ended March 31, 2014 we incurred professional fees of $14,125 (2013: 7,020), consulting fees of $16,278 (2013: 3,500), management fees of $22,500 (2013: 20,000) and general and administrative expenses of $17,982 (2013: 26,610) and legal fees of $12,483 (2013- 13,790). These increases in expenses was mainly related to exploration expenses for the nine months ended March 31, 2013 in the amount of $665,090 with compared to an exploration expense of $18,807 for the nine months ended March 31, 2014, which accounts for the substantial decrease in operating expenses period over period.

During the nine month period ended March 31, 2014 we incurred a net loss of $131,017 as compared to a net loss of $744,174 in the same nine month period ended March 31, 2013. Of this amount, the loss from operations for the nine months ended March 31, 2014 totaled $102,175 as compared to $736,010 for the nine months ended March 31, 2013. Other expenses included in the net loss for the nine months ended March 31, 2014 relate to interest expenses in the amount of $28,842 with as compared to an interest expense of $8,164 for the nine months ended March 31, 2013.

LIQUIDITY AND CAPITAL RESOURCES

Our assets and working capital remained relatively constant for the nine months ended March 31, 2014 as compared to our fiscal year ended June 30, 2013. As of March 31, 2014, our current assets were $4,767 as compared to $8,153 as at June 30, 2013. However, we had a substantial reduction in current liabilities from $923,684 at June 30, 2013 to $257,165 at March 31, 2014. This decrease was due to a debt settlement negotiated with a creditor which reduce our liabilities by $725,000 in short term loans and $40,349 in accrued interest as at June 30, 2013. We had a working capital deficit of $253,398 as at March 31, 2014 as compared to a working capital deficit 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.

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