Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Cortronix Biomedical Advancement Technologies Inc.Financial_Report.xls
EX-32.1 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex321.htm
EX-31.2 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex312.htm
EX-31.1 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended May 31, 2012
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _________________ to _________________
 
Commission File Number: 000-53700
__________________________
 
PANA-MINERALES S.A.
 
(Exact name of registrant as specified in its charter)
 
Nevada
98-0515701
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
 
First Floor Commercial Area, Calle 53
Marbella, Panama City
Panama
(Address of principal executive offices)
 
011-51-205-1994
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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  x  No  ¨
 
 
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 definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer  ¨
Accelerated filer  ¨
Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No  x
 
The number of shares outstanding of the registrant’s common stock at July 20, 2012 was 161,500,000.
 
 
1

 

PART I - FINANCIAL INFORMATION

TABLE OF CONTENTS

   
Page
 
PART I – FINANCIAL INFORMATION
 
Item 1.
Consolidated Financial Statements (UNAUDITED)
4
 
Balance Sheets as of May 31, 2012 and August 31, 2011
5
 
Statement of Operations for the three and nine months ended May 31, 2012 and 2011, and for the period October 4, 2006 (Date of Inception) to May 31, 2012
6
 
Statement of Cash Flows for the nine months ended May 31, 2012 and 2011, and for the period October 4, 2006 (Date of Inception) to May 31, 2012
7
 
Notes to Unaudited Financial Statements
8 to 15
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19
Item 4
Controls and Procedures
19
     
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
21
Item 1A.
Risk Factors
21
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
21
Item 3.
Defaults Upon Senior Securities
21
Item 4.
Mine Safety Disclosures
21
Item 5.
Other Information
21
Item 6.
Exhibits
22
 
Signatures
23


 
2

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report.  Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms.  Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.  Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters.  Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011 filed on December 14, 2011.
 
In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States dollars and references to “we,” “us,” “Company,” “our” and “Pana-Minerales” mean Pana-Minerales S.A., unless otherwise indicated.
 
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
 
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q.  Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.  You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
 

 
3

 

PART I. FINANCIAL INFORMATION
 
ITEM 1.                 FINANCIAL STATEMENTS
 
The accompanying balance sheets of Pana-Minerales S.A. (an exploration stage company) (the “Company”) at May 31, 2012 (with comparative figures as at August 31, 2011) and the statement of operations for the three and nine months ended May 31, 2012 and 2011 and from October 4, 2006 (date of incorporation) to May 31, 2012 and the statement of cash flows for the nine months ended May 31, 2012 and 2011 and for the period from October 4, 2006 (date of incorporation) to May 31, 2012, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
 
Operating results for the three and nine months ended May 31, 2012 are not necessarily indicative of the results that can be expected for the year ending August 31, 2012.
 

 
Page
Unaudited Financial Statements
 
Balance Sheets
5
Statements of Operations
6
Statements of Cash Flows
7
Notes to Financial Statements
8 to 15

 
 
4

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
BALANCE SHEETS
 
 
   
May 31,
2012
(Unaudited)
   
August 31,
2011
(Audited)
 
CURRENT ASSETS
           
Cash
    96,067       -  
Prepaid expenses
    20,973       -  
Total Assets
  $ 117,040     $ -  
                 
LIABILITIES  AND STOCKHOLDERS’ DEFICIENCY
               
Current liabilities
               
      Accounts payable
  $ 67,614     $ 24,582  
      Accrued interest
    25,985       5,041  
  Due to related parties
    34,358       34,358  
  Notes payable
    530,798       131,000  
Total Current Liabilities
    658,755       194,981  
                 
STOCKHOLDERS’ DEFICIENCY
               
       Common stock: 800,000,000 shares authorized, at $0.001 par value
161,500,000  and 112,000,000 shares issued and outstanding at May 31, 2012 and August 31,2011, respectively
    161,500       112,000  
Capital in excess of par value
    (43,500 )     (78,500 )
Deficit accumulated during the exploration stage
    (659,715 )     (228,481 )
Total Stockholders’ Deficiency
    (541,715 )     (194,981 )
Total Liabilities and Stockholders’ Deficiency
  $ 117,040     $ -  

The accompanying notes are an integral part of these unaudited financial statements

 
5

 


PANA-MINERALES S.A.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
Three and Nine Months Ended May 31, 2012 and 2011 and
the Period from October 4, 2006 (Inception) to May 31, 2012
(Unaudited)


   
Three Months Ended
   
Nine Months Ended
   
October 4, 2006
(date of inception)
 
   
May 31,
   
May 31,
   
to May 31,
 
   
2012
   
2011
   
2012
   
2011
   
2012
 
                               
REVENUE
  $ -     $ -     $ -     $ -     $ -  
                                         
EXPENSES
                                       
Exploration costs
    74,494       30,000       166,355       30,000       199,198  
Impairment loss on mineral claim
    -       -       22,500       -       27,500  
Professional fees
    80,670       2,538       199,948       2,538       211,793  
Impairment loss on note receivable
    -       100,000       -       100,000       100,000  
General and administrative expenses
    12,141       -       21,487       8,211       95,239  
OPERATING LOSS
  $ (167,305 )   $ (132,538 )   $ (410,290 )   $ (140,749 )   $ (633,730 )
                                         
Other income and expense
                                       
Interest expense
    (11,924 )     (1,740 )     (20,944 )     (1,740 )     (25,985 )
                                         
NET LOSS
  $ (179,229 )   $ (134,278 )   $ (431,234 )   $ (142,489 )   $ (659,715 )
                                         
Basic and diluted loss per share
  $ (0.000 )   $ (0.001 )   $ (0.003 )   $ (0.001 )        
                                         
Weighted average number of shares outstanding, basic and diluted
    180,086,957       98,000,000       143,496,350       98,000,000          
                                         

The accompanying notes are an integral part of these unaudited financial statements.


 
6

 


PANA-MINERALES S.A.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Nine Months Ended May 31, 2012 and 2011
 Period from October 4, 2006 (Inception) to May 31, 2012
(Unaudited)

   
For the nine months ended May 31, 2012
   
For the nine months ended May 31,  2011
   
From inception (October 4, 2006) to May 31, 2012
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (431,234 )   $ (142,489 )   $ (659,715 )
Adjustment to reconcile net loss to net cash (used in) operating activities:
                       
Impairment on note receivable
    -       100,000       100,000  
Expenses paid by third party
    -       30,000       31,000  
Capital contributions – expenses paid by Officers
    -               19,500  
Shares issued for consulting services
    62,000               62,000  
Impairment loss on mineral claim
    22,500               27,500  
Changes in operating assets and liabilities:
                       
Accrued interest
    20,944       1,740       25,985  
Prepaid expense
    (20,973 )             (20,973 )
Accounts payable
    43,032       6,448       67,614  
Net cash (used) in operating activities
    (303,731 )     (4,301 )     (347,089 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Acquisition of mineral claim
    -       -       (5,000 )
Net cash ( used) in investing activities
    -       -       (5,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Advances from related party
    -       4,301       34,358  
Proceeds from notes payable
    399,798       -       399,798  
Proceeds from issuance of common stock
    -       -       14,000  
Net cash provided by financing activities
    399,798       4,301       448,156  
                         
Increase (decrease) in cash during the period
    96,067       -       96,067  
Cash, beginning of period
    -       -       -  
Cash, end of period
  $ 96,067     $ -     $ 96,067  
                         
                         
Supplemental disclosure of non-cash investing and financing activities:
                       
Capital contribution – non cash expenses
  $ -     $ -     $ 19,500  
Note payable issued for note receivable
    -       100,000       100,000  
Note payable issued for expenses paid by third party
    -       30,000       31,000  
Shares issued for the mineral claim option agreement
    22,500       -       22,500  
Shares issued for services
    62,000       -       62,000  

The accompanying notes are an integral part of these unaudited financial statements.


 
7

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
(Unaudited)


1. ORGANIZATION

The Company, Pana-Minerales S.A., was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value.  The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, have been acquired. The Company has not established the existence of a commercially mineable ore deposit and therefore has not reached the development stage and is considered to be in the pre-exploration stage.

On September 7, 2011 the Company effected a stock dividend of 7 shares for every 1 share of common stock held by each shareholder of record as of August 16, 2011.  As at the date of this report the Company has a total of 112,000,000 issued and outstanding shares of common stock and authorized capital stock of 800,000,000.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts is computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 
8

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes - Continued

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

Period Ending
 
Estimated NOL Carry-Forward
$
   
NOL expires
   
Estimated Tax Benefit from NOL
$
   
Valuation Allowance
$
   
Net Tax Benefit
 
                               
2007
    3,940       2027       1,182       (1,182 )     -  
2008
    17,670       2028       5,301       (5,301 )     -  
2009
    32,318       2029       9,695       (9,695 )     -  
2010
    22,443       2030       6,733       (6,733 )     -  
2011
    152,110       2031       45,633       (45,633 )     -  
2012
    396,234       2032       118,870       (118,870 )        
      624,715               187,414       (187,414 )     -  

The total valuation allowance as of May 31, 2012 was $(396,234) which increased by $(118,870) for the reported period.

Due to a change in control, some of the net loss carryforwards may not be available to offset future taxable income pursuant to Section 382 of the Internal Revenue Code.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 
9

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may be not recoverable. Mineral exploration costs are expensed when incurred.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period’s financial statement presentation.

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

 
10

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)


3. GOING CONCERN

The Company will need additional working capital to service its debt, for the current obligation under its option agreement, and for its intended purpose of acquiring and developing mineral properties, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional advances from related parties, equity funding, and long term financing, which will enable the Company to operate for the coming year.

4. ACQUISITION OF MINERAL CLAIMS
 
a)  
On January 15, 2008, the Company purchased the Marawi Gold Claims located in the Philippines for $5,000 and obtained a mining license for an additional payment of $1,843. The Company has not established the existence of a commercially mineable ore deposit on the Marawi Gold Claims. These claims have no expiry date and only if the Company decides to abandon them will it no longer have an interest in the minerals thereon.

On August 31, 2008 the Company determined the $5,000 mineral property acquisition cost was impaired, and recorded a related impairment loss in the statement of operations.
 
b)  
On April 30, 2011, the Company entered into a mining option agreement with Brookmount Explorations Inc. (“Brookmount”) for the Mercedes mining concessions located in the District of Comas, Province of Concepcion, Department of Junin in the Republic of Peru (the “Option”).  Under the terms of the Option, Brookmount granted the Company an exclusive option to acquire a 50% interest in the concessions subject to the Company undertaking certain expenditures described below on or before April 30, 2013.

Consideration for the Option is as follows:

1) Upon execution of the agreement, a third party of the Company paid $100,000 to Brookmount on behalf of the Company, pursuant to the Option agreement. Brookmount then executed a promissory note payable to the Company for $100,000, due and payable on May 5, 2012 (“maturity”) with interest accruing at ten (10%) percent per annum. Principal and interest are payable on the maturity date (see Footnote 5 below);

2) On or before November 1, 2012, the Company is required to expend a minimum of $2,000,000 on exploration with a minimum expenditure of $750,000 to be expended before April 30, 2012;

3)  The Company must expend an additional $1,000,000 on exploration on or before April 30, 2013.

If the incurred expenditures are less than the required expenditures, the Company must make a shortfall payment to Brookmount, including an administration fee equal to 5 percent of the shortfall amount.

The Option shall automatically terminate and be of no force and effect if, during the option period, the Company fails to meet any terms or conditions of the Option, including but not limited to timely expenditure of the amounts noted above.

As of May 31, 2012 the Company had expended accumulated exploration expenses in the amount of $110,694 including mineral license fees on the concessions.  The Company is currently in default on the required payments under the mining option agreement and is negotiating with Brookmount in regard to a possible extension.   Should the Company be unable to negotiate any extensions then the Company will lose this property.
 
 
11

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)

4. ACQUISITION OF MINERAL CLAIMS – (continued)

c)  
On February 1, 2012, the Company entered into a Mining Option with Minerales Holdings Can Corp., a Belize corporation (“Minerales”). Under the terms of the Option Agreement, Minerales granted the Company for the period commencing on the effective date of the Option Agreement and expiring on January 31, 2015 (the “Option Term”), an exclusive option to acquire an undivided one hundred percent (100%) interest in certain mineral claims located in Quebec, Canada (the “Property”), subject to certain conditions. During the Option Term, the Company shall have the exclusive working right on the Property. The Optionor will manage or carry out mining operations at the Property and will receive an operator’s fee for doing so.

            Consideration for the Option is as follows:

·
22,500,000 shares of common stock, which were issued upon the execution of the Option Agreement
·
10,000,000 shares of common stock on or before February 1, 2013
·
7,500,000 shares of common stock on or before December 31, 2013
 
In order to maintain in force and exercise the Company’s option, the Company must perform certain obligations, including certain payment obligations. The Company must incur expenditures incidental to mining operations on the Property in the aggregate amount of $525,000, with at least $100,000 before December 31, 2012,  $125,000 on or before December 31, 2013 and $300,000 on or before December 31, 2014. Should the Company’s actual expenditures be less than the required amount, the Company must pay the Optionor the difference plus an administrative fee.

Additionally, from the date of the Option Agreement until January 31, 2015, the Company must carry out sufficient assessment work to keep the Property in good standing and pay any lawful taxes and charges. The Company must also file assessment credits as may become available from mining operations on the Property.

If the Company issues the shares as required to the Optionor, makes the expenditures described above and files the required assessment credits all within the proper time periods, then the Company will have the right to become the owner of a one hundred percent (100%) undivided interest in all or part of the Property as the Company may elect. As part of this interest, the Company will be obligated to pay the Optionor a royalty of two percent (2%) of the net proceeds actually paid to the Company from the sale of minerals from the Property, after deducting certain costs.

The Option Agreement contains standard representations, warranties, covenants and indemnities. The parties have selected arbitration as the mechanism to resolve any dispute that the parties cannot resolve themselves.
 
During the nine month period ended May 31, 2012, 22,500,000 shares of common stock were issued pursuant to the stock issuance schedule noted above, which amount of $22,500 was capitalized as option costs on the mineral property. At the close of the quarter ended May 31, 2012, the Company evaluated the recoverability of the amount paid for the option and determined to impair the amount in full. The Company after additional review has determined not to proceed with this project and is negotiating a settlement with the Optionor to return the claims and effect the return of the shares to treasury.
 
 
12

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)

5. CONSULTING SERVICES AND FINDERS FEE AGREEMENT

On February 1, 2012, Pana-Minerales S.A., a Nevada corporation (the “Company”) entered into a Consulting Services and Finder’s Fee Agreement (the “Consulting Agreement”) with Joseph Bucci. Under the terms of the Consulting Agreement, Mr. Bucci was retained to provide management services for the Company’s mineral exploration programs and the staff undertaking such programs and to assist the Company in its efforts to identify and negotiate property acquisitions and raise funds. In consideration for such services, the Company issued 15,000,000 shares of common stock of the Company to Mr. Bucci and agreed to pay a finder’s fee equal to five percent (5%) of the value of any acquired properties or financings. The term of the Consulting Agreement was twelve (12) months subject to certain termination provisions as set forth in the Consulting Agreement.

The Company issued 15,000,000 shares of common stock valued at $15,000 for the services to be rendered which amount was allocated to prepaid expense. Over the term of the contract the value of the shares issued on the contract date were allocated against compensation expense on monthly basis, recorded quarterly, based on the pro-rata value of the months of service provided in each period. On April 17, 2012, the Company reached an agreement with Joseph Bucci in regard to the mutual termination of his consulting and finder’s fee agreement, and Mr. Bucci returned a total of 15,000,000 shares to treasury for cancellation.  As consideration for return of the shares for cancellation, the Company reimbursed Mr. Bucci in the amount of $3,750 for services rendered to date under the agreement.  The shares have been returned to the Company for cancellation.

6. PREPAID EXPENSES

   
May 31, 2012
   
August 31, 2011
 
Prepaid expense on exploration
  $ 6,473     $ -  
Prepaid expense on trip
    1,000       -  
Prepaid expense on legal and investor relations relationship
    13,500       -  
    $ 20,973     $ -  

During the quarter ended May 31, 2012 the Company advanced $49,799 to the operator of the Mercedes mining concessions, referenced above in Note 4, to be applied to ongoing exploration activities. These amounts are allocated to expense based on work performed.  As at May 31, 2012 $6,473 remained in the prepaid account.  

7. NOTES PAYABLE

On April 15, 2011, the Company borrowed $50,000 from an unrelated third party under a promissory note.  On May 6, 2011, the Company borrowed an additional $50,000 from the same lender.  On May 6, 2011, the Company executed a secured promissory note with the lender in the amount of $100,000, due and payable on May 6, 2012 (the “Maturity Date”) with accrued interest at ten (10%) percent per annum due on the Maturity Date.  Security for the above noted loans is a Promissory Note from Brookmount in the amount of $100,000 described in Note 4 (b) (1) above.

On May 26, 2011, the Company borrowed a further $31,000 from the same third party lender, which amount was unsecured, bears interest at ten (10%)  percent per annum, and is due on or before May 26, 2012 (“Maturity”).  Interest shall accrue during the term of the loan and is due and payable on Maturity.

On September 30, 2011 the Company received a further advance from the same third party lender of $49,798 which amount is unsecured, bears interest at 10% per annum, and is due on or before September 30, 2012 (“Maturity”).  Interest shall accrue during the term of the loan and is payable on Maturity.  The funds were paid directly towards an exploration expenditure account with respect to the Mercedes mining concessions in Peru.

 
13

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)

7. NOTES PAYABLE – (continued)

On November 7, 2011 the Company received a further advance from the same third party lender of $50,000 which amount is unsecured, bears interest at 10% per annum, and is due on or before November 7, 2012 (“Maturity”).  Interest shall accrue during the term of the loan and is payable on Maturity.

On March 27, 2012 the Company received a further advance from the same third party lender of $200,000 which amount is unsecured, bears interest at 10% per annum, and is due on or before March 27, 2013 (“Maturity”).  Interest shall accrue during the term of the loan and is payable on Maturity.

On April 10, 2012 the Company received a further advance from the same third party lender of $100,000 which amount is unsecured, bears interest at 10% per annum, and is due on or before April 10, 2013 (“Maturity”).  Interest shall accrue during the term of the loan and is payable on Maturity.

The principal amount of the loans totaling $530,798 is reflected on the Company’s balance sheets as Loans Payable.  The accrued interest for the nine month period ended May 31, 2012 is $20,944 in respect of the loans. The Company did not make any payments for accrued interest, leaving an amount of $25,985 reflected on the Company’s balance sheet as Accrued Interest.

8. CAPITAL STOCK

On August 31, 2007, the Company completed a private placement of 8,000,000 common shares at a price of $0.000125 per share for $1,000.

On August 23, 2008, the Company issued a further 104,000,000 common shares at a price of $0.000125 per share for $13,000.

On September 7, 2011, the Company effected an 8 to 1 stock dividend with a corresponding increase (from 100,000,000 to 800,000,000) in the number of authorized shares of the Company’s common stock. Shareholders of the Company received a stock dividend of seven (7) additional shares for each one (1) share of the Company’s issued and outstanding common stock prior to the dividend. The stock dividend has been retroactively reflected in all share and per share numbers in these financial statements, unless otherwise noted.

On February 1, 2012, the Company issued 15,000,000 shares of common stock valued at $15,000 pursuant to consulting services and finder fees agreement. On April 17, 2012, Mr. Bucci returned 15,000,000 shares to the Company  for cancellation.  As consideration for return of the shares for cancellation, the Company  agreed to reimburse Mr. Bucci in the amount of $3,750 for services rendered to date under the agreement.  The shares have been returned to the Company for cancellation and Mr. Bucci has been issued the payment of $3,750 on May 9, 2012.  (Ref Note 5)

On February 1, 2012, the Company issued 22,500,000 shares of common stock valued at $22,500 pursuant to the mineral option agreement.  (Ref Note 4 – (c) )

On February 1, 2012, the Company issued 27,000,000 shares of common stock of valued at $27,000 to Mr. Harry Ruskowsky, the sole officer of the Company, for services rendered to the Company.

On February 1, 2012, the Company issued 10,000,000 shares of common stock of valued at $10,000 to Mr. Gibson, a director of the Company, for services rendered to the Company. On April 19, 2012, Mr. Gibson returned for cancellation a total of 10,000,000 shares to the Company which had been issued for consulting services.   As consideration for return of the shares for cancellation the Company agreed to reimburse the consultant in the amount of $10,000 for the services rendered against which the shares had been issued.   The shares have been returned to the Company for cancellation and Mr. Gibson has been paid the $10,000 as required under the agreement.

 
14

 

PANA-MINERALES S.A.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2012
 (Unaudited)

8. CAPITAL STOCK (continued)

On February 1, 2012, the Company issued 10,000,000 shares of common stock of valued at $10,000 to a consultant for services rendered to the Company. On April 19, 2012, the consultant agreed to return for cancellation a total of 10,000,000 shares to the Company which had been issued for consulting services. As consideration for return of the shares for cancellation the Company agreed to reimburse the consultant in the amount of $10,000 for the services rendered against which the shares had been issued.   The shares have been returned to the Company for cancellation.  During the period covered by this report, the Company has paid the $10,000 consideration.

As of May 31, 2012, the Company had a total of 161,500,000 shares of common stock issued and outstanding.

9.  RELATED PARTY TRANSACTIONS

On February 1, 2012, the Company issued 27,000,000 shares of common stock of valued at $27,000 to Mr. Harry Ruskowsky, a director and the sole officer of the Company, for services rendered to the Company.

On February 1, 2012, the Company issued 10,000,000 shares of common stock of valued at $10,000 to Mr. Gibson, a director of the Company, for consulting services rendered to the Company. On April 19, 2012, Mr. Gibson returned for cancellation a total of 10,000,000 shares to theCompany.   As consideration for return of the shares for cancellation, the Company reimbursed the consultant in the amount of $10,000 for the services rendered against which the shares had been issued.

During the nine months period ended May 31, 2012, Mr. Gibson, a director of the Company, provided consulting services  related to the mining projects, valued at $17,021.
 
All amounts due to related parties are payable on demand and bear no interest
 
10. SUBSEQUENT EVENTS
 
Effective July 16, 2012, Mr. Harry Ruskowsky resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.  Effective upon Mr. Ruskowsky’s resignation, the Board of Directors of the Company (the “Board”) appointed Mr. Yoel A Palomino to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. Yoel Palomino is an electronics and communications engineer. From November 2007 to current date Mr. Palimo has been employed by Galix Biomedical Instrumentation as a Research and Development Engineer responsible for a number of different initiatives including evaluating mobile communications platforms, digital and analog circuit design, medical device design, building Linux kernel and Android Operating System/Platform implementation, ECG front end design, to name a few. Mr. Palomino holds a Bachelor of Science in Electronics and Communications Engineering having graduated in 2010.

 
15

 

ITEM 2.                 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments.  Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.  We disclaim any obligation to update forward-looking statements.

Overview
 
Pana-Minerales S.A. (the “Company,” “we,” “us,” or “our”) was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 (pre-split) shares at $0.001 par value.  We were formed to engage in the exploration of mineral properties in the Republic of the Philippines for gold and silver. We have expanded our operations to include the exploration of mineral claims in Peru and Quebec, Canada, primarily for silver deposits.  As of the date of this report, we have acquired mineral claims with unknown reserves.  We have not established the existence of a commercially mineable ore deposit and therefore have not reached the development stage and are considered to be in the exploration stage.

On September 7, 2011, we effected a stock dividend of 7 shares for every 1 share of common stock held by each shareholder of record as of August 16, 2011.

Our Current Business

We are an exploration stage company engaged in the exploration of mineral properties.

On January 15, 2008, we purchased the Marawi Gold Claims located in the Philippines for $5,000 and obtained a mining license for an additional payment of $1,843. We have not established the existence of a commercially mineable ore deposit on the Marawi Gold Claims. These claims have no expiry date and only if we decide to abandon them will we no longer have an interest in the minerals thereon.   We have undertaken no exploration work on these claims to date and do not currently intend to undertake any exploration work on the claims, choosing to concentrate our exploration and exploitation activities on the Mercedes mining concessions and Quebec Property more particularly described below.

On April 30, 2011, we entered into a mining option agreement with Brookmount Explorations Inc. for the Mercedes mining concessions located in the District of Comas, Province of Concepcion, Department of Junin in the Republic of Peru. Unlike the Marawi Gold Claims, the Mercedes concessions will focus mainly on silver exploration.  Under the terms of the mining option agreement, Brookmount Explorations granted us an exclusive option to acquire a 50% interest in the property subject to us undertaking expenditures in the amount of $3,100,000 before April 30, 2013. As of May 31, 2012, we had expended accumulated exploration expenses in the amount of $110,694, including mineral license fees on the concessions.

Our plan was to undertake exploration work on the Mercedes mining claims to fulfill our $750,000 exploration commitment on or before April 30, 2012.   However, we were unable to raise the funds to meet this commitment.  We do not currently have funds available to undertake the exploration but are negotiating financing with various parties.   We are also negotiating with Brookmount in regard to the possibility of extending the agreement.  Currently the Company is in default under the agreement.

On February 1, 2012, we entered into a Mining Option Agreement (the “Option Agreement”) with Minerales Holdings Can Corp., a Belize corporation (the “Optionor”).  Under the terms of the Option Agreement, the Optionor grants us, for the period commencing on the effective date of the Option Agreement and expiring on January 31, 2015 (the “Option Term”), an exclusive option to acquire an undivided one hundred percent (100%) interest in certain mineral claims located in Quebec, Canada (the “Property”), subject to certain conditions.  During the Option Term, we shall have the exclusive working right on the Property.  The Optionor will manage or carry out mining operations at the Property and will receive an operator’s fee for doing so.

In consideration of the grant of the option, we have issued, or will issue, shares of our common stock to the Optionor as follows: (i) 22,500,000 shares of common stock, which were issued upon the execution of the Option Agreement; (ii) 10,000,000 shares of common stock on or before February 1, 2013; and (iii) 7,500,000 shares of common stock on or before December 31, 2013.

 
16

 


In order to maintain in force and exercise our option, we must perform certain obligations, including certain payment obligations.  We must incur expenditures incidental to mining operations on the Property in the aggregate amount of $525,000, with at least $100,000 before December 31, 2012, $125,000 on or before December 31, 2013 and $300,000 on or before December 31, 2014.  Should our actual expenditures be less than the required amount, we must pay the Optionor the difference plus an administrative fee.  Additionally, from the date of the Option Agreement until January 31, 2015, we must carry out sufficient assessment work to keep the Property in good standing and pay any lawful taxes and charges.  We must also file assessment credits as may become available from mining operations on the Property.  If we issue the shares as required to the Optionor, make the expenditures described above and file the required assessment credits all within the proper time periods, then we will have the right to become the owner of a one hundred percent (100%) undivided interest in all or part of the Property as we may elect.    The Company has determined not to proceed with these claims as it has been unable to raise the funds on its core property and is unlikely to be able to complete any work program on this property.   It is currently negotiating with Minerales in regard to the cancellation of the transaction.

Our exploration programs will be exploratory in nature, and there is no assurance that a commercially viable mineral deposit, a reserve, exists until further exploration, particularly drilling, is undertaken and a comprehensive evaluation concludes economic and legal feasibility.  We have not yet generated or realized any revenues from our business operations.

Should we be successful in raising sufficient funds in order to conduct our additional exploration programs, the full extent and cost of which is not presently known beyond that required by our proposed drilling program and mandatory work programs as set forth in our Annual Report on Form 10-K filed on December 14, 2011, and such exploration programs result in an indication that production of our minerals of interest is economically feasible, then at that point in time we would make a determination as to the best and most viable approach for mineral extraction.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011, filed on December 14, 2011.

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed.  In this regard, we have successfully raised additional capital through equity offerings and loan transactions in the past and presently believe we will be able to do so in the future, though we can offer no assurance of this outcome as no specific arrangements are in place.

Comparison of three month periods ended May 31, 2012 and 2011

During the three month periods ended May 31, 2012 and 2011, we earned no revenues from operations.

For the three month periods ended May 31, 2012 and 2011, we incurred a net loss of $179,229 and $134,278, respectively.  This increase for the three month period ended May 31, 2012 is primarily attributed to exploration expenses on our mineral concessions of $74,494 ($30,000 – 2011), professional fees of $80,670 ($2,538-2011) as we acquired new mining concessions.  We also incurred interest of $11,924 ($1,740 – 2011) on loans for operations.

Comparison of nine month periods ended May 31, 2012 and 2011

During the nine month periods ended May 31, 2012 and 2011, we earned no revenues from operations.

For the nine month periods ended May 31, 2012 and 2011, we incurred a net loss of $431,234 and $142,489, respectively.  This increase for the nine month period ended May 31, 2012 is primarily attributed to exploration expenses on our mineral concessions of $166,355 ($30,000 – 2011), professional fees of $199,948 ($2,538 – 2011) as we acquired new mining concessions, impairment loss on mineral claims of $22,500 ($nil – 2011) and the commencement of increased operations.  We also incurred interest of $20,944 ($1,740 – 2011) on loans for operations.

 
17

 
 
Period from inception, October 4, 2006 to May 31, 2012
 
Our revenues since inception to date have been $nil.  Since inception, we have an accumulated deficit during the exploration stage of $659,715.  We expect to continue to incur losses as a result of continued exploration of our Peruvian mineral property and as a result of expenditures for general and administrative activities while we remain in the exploration stage.

Liquidity and Capital Resources
 
As of May 31, 2012, we had $96,067 in cash, prepaid expenses of $20,973 and a working capital deficiency of $541,715.  During the nine months ended May 31, 2012, we used net cash of $303,731 in operating activities.  

During the nine months ended May 31, 2012, we received $399,798 in cash from an unrelated third party. Specifically, during the period covered by this report, we received four loans in the aggregate principal amount of $399,798 in order to fund operations.  Firstly, on September 30, 2011, we received an advance from a third party lender of $49,798, which amount is unsecured, bears interest at 10% per annum, and is due on or before September 30, 2012.  Interest shall accrue during the term of the loan and is payable on the due date.  The funds were paid to Brookmount to cover exploration costs with respect to the Mercedes mining concessions in Peru, and were recorded as a prepaid expense. As work is performed on these concessions, the related amounts are being expensed. Secondly, on November 7, 2011, we received a further advance from the same third party lender of $50,000, which amount is unsecured, bears interest at 10% per annum, and is due on or before November 7, 2012.  Interest shall accrue during the term of the loan and is payable on the due date. Thirdly, on March 27, 2012, we received a further advance from the same third party lender of $200,000, which amount is unsecured, bears interest at 10% per annum, and is due on or before March 27, 2013.  Interest shall accrue during the term of the loan and is payable on the due date. Lastly, on April 10, 2012, we received a further advance from the same third party lender of $100,000, which amount is unsecured, bears interest at 10% per annum, and is due on or before April 10, 2013.  Interest shall accrue during the term of the loan and is payable on the due date.

We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.
 
During the nine months ended May 31, 2012, we used net cash of $Nil in investing activities.  This remains unchanged from the same period ended May 31, 2011.

In order to meet all of our current commitments and fund operations for the next twelve months, we estimate that we will require a minimum of $1,000,000.  This figure is based on our current general and administrative costs and our obligations for our mineral properties for the year. We currently have minimal funds and there is no assurance that sufficient funds will be available if and when required.

Our ability to meet our financial commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There are no assurances that we will be able to obtain required funds for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business. 

There is substantial doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon obtaining further short and long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Off-Balance Sheet Arrangements
  
The Company presently does not have any off-balance sheet arrangements.

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 contained in our Annual Report on Form 10-K for the year ended August 31, 2011 filed with the SEC on December 14, 2011. 

 
18

 

ITEM 3.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
 
Not Applicable.
 
ITEM 4.                 CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including Harry Ruskowsky, our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of May 31, 2012, pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our Principal Executive Officer, who is also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of May 31, 2012 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

In performing the above-referenced assessment, our management identified the following material weaknesses:

1)  
We currently do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over financial statements;

2)  
Inadequate staffing and supervision within our bookkeeping operations.  We have one consultant involved in bookkeeping functions, who provides two staff members.  The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

3)  
Outsourcing of our accounting operations.  Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to our management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

4)  
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

5)  
Ineffective controls over period end financial disclosure and reporting processes.

We continue to review our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses.  Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 
19

 
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.  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 preparation and presentation.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal controls over financial reporting that occurred during the nine months ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.


 
20

 

PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 
 
To the best of management’s knowledge, there are no material legal proceedings pending against the Company.
 
ITEM 1A.
RISK FACTORS
 
Not Applicable.
 
ITEM 2.                  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.
MINE SAFETY DISCLOSURE
 
 
Not applicable.
 
ITEM 5.
OTHER INFORMATION
 
On April 19, 2012, Mr. Gibson returned for cancellation a total of 10,000,000 shares to the Company which had been issued for consulting services.   As consideration for return of the shares for cancellation the Company agreed to reimburse the consultant in the amount of $10,000 for the services rendered against which the shares had been issued.   The shares have been returned to the Company for cancellation and Mr. Gibson has been paid the $10,000 as required under the agreement.

On April 19, 2012, Mr. Richard Walker, a consultant to the Company agreed to return for cancellation a total of 10,000,000 shares to the Company which had been issued for consulting services.   As consideration for return of the shares for cancellation the Company reimbursed Mr. Walker $10,000 for the services rendered against which the shares had been issued.   Mr. Walker’s shares have been returned to the Company for cancellation.

On April 17, 2012, we reached an agreement with Joseph Bucci in regard to the mutual termination of his Consulting Services and Finder’s Fee Agreement, dated February 1, 2012 (the “Agreement”), whereby Mr. Bucci agreed to return a total of 15,000,000 shares to treasury for cancellation.  As consideration for return of the shares for cancellation, we reimbursed Mr. Bucci in the amount of $3,750 for services rendered to date under the Agreement.  Mr. Bucci’s shares have been returned to the Company for cancellation.
 
Pursuant to all of the above transactions, the Company has received a total of 35,000,000 shares which will be returned to treasury, leaving a total of 161,500,000 shares issued and outstanding of as the date of this Quarterly Report on Form 10-Q
 
       Effective July 16, 2012, Mr. Harry Ruskowsky resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. Effective upon Mr. Ruskowsky’ resignation, the Board of Directors of the Company (the “Board”) appointed Mr. Yoel A Palomino to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. Yoel Palomino is an electronics and communications engineer. From November 2007 to current date Mr. Palimo has been employed by Galix Biomedical Instrumentation as a Research and Development Engineer responsible for a number of different initiatives including valuating mobile communications platforms, digital and analog circuit design, medical device design, building Linux kernel and Android Operating System/Platform implementation, ECG front end design, to name a few. Mr. Palomino holds a Bachelor of Science in Electronics and Communications Engineering having graduated in 2010.
 
 
21

 

ITEM 6.
EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit Number
Description
3.1(a)
Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on October 14, 2008).
3.1(b)
Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
3.2(a)
Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on October 14, 2008).
3.2(b)
Amendment to Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 28, 2011).
10.1
Consulting Services and Finders Fee Agreement, dated February 1, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 7, 2012)
10.2
Mining Option Agreement, dated February 1, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 7, 2012)
10.3
Mutual Release Agreement by and between the Company and David Gibson*
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
101.LAB
XBRL Taxonomy Extension Label Linkbase**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase**
______________
* Filed herewith
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 
22

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
PANA-MINERALES S.A.
 
       
Date: July 23, 2012
By:
/s/ Yoel Palomino  
    Name: Yoel Palomino  
    Title: President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director(Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer)  
       

 
23