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EX-31.1 - CERTIFICATION - Swingplane Ventures, Inc.ex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x
 
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the Fiscal Year Ended June 30, 2012
     
o
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
For the transition period from
Commission file number: 000-54571
SWINGPLANE VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada
 
27-2919616
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

220 Summit Blvd. #402 Broomfield, CO
 
80021
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (303) 803-0063
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 at least 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 (Section 232.405)during the preceding 12 months. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No x

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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
     


 
 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes x No ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $0 as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of September 24, 2012, the Registrant had 472,500,000 outstanding shares of its common stock, $0.001 par value.
Documents incorporated by reference: none
 
 
2

 
 
 
SWINGPLANE VENTURES, INC.
FORM 10-K
TABLE OF CONTENTS
 
     
PAGE
 
PART I
         
           
FORWARD-LOOKING STATEMENTS
       
         
ITEM 1.
BUSINESS
   
5
 
           
ITEM 1A.
RISK FACTORS
   
5
 
           
ITEM 1B.
UNRESOLVED STAFF COMMENTS
   
9
 
           
ITEM 2.
PROPERTIES
   
9
 
           
ITEM 3.
LEGAL PROCEEDINGS
   
9
 
           
ITEM 4.
MINE SAFETY DISCLOSURES
   
9
 
           
PART II
         
           
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
   
10
 
           
ITEM 6.
SELECTED FINANCIAL DATA
   
11
 
           
ITEM 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
11
 
           
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   
14
 
           
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   
24
 
           
ITEM 9A
CONTROLS AND PROCEDURES
   
24
 
           
ITEM 9B.
OTHER INFORMATION
   
25
 
           
PART III
         
           
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
25
 
           
ITEM 11.
EXECUTIVE COMPENSATION
   
27
 
           
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
   
28
 
           
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   
28
 
           
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
   
29
 
           
PART IV
         
           
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   
30
 
           
SIGNATURES
     
31
 
           
FINANCIAL STATEMENTS
       
 
 
 
3

 
 
PART I
INTRODUCTORY NOTE
 
FORWARD-LOOKING STATEMENTS
Information contained or incorporated by reference in this Annual Report may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

This Annual Report on Form 10-K contains forward-looking statements, including statements regarding, among other things:
· our ability to continue as a going concern;
· our ability to achieve and maintain profitability;
· the price volatility of the common stock;
·· our ability to manage and fund our growth;
· the short period of time we have employed certain of our executive officers and the lack of compensation for officers;
· our ability to attract and retain qualified personnel;
· litigation;
· our ability to do business overseas;
· our ability to compete with current and future competitors;
· our short operating history;
· our ability to obtain additional financing;
· general economic and business conditions;
· other risks and uncertainties included in the section of this document titled “Risk Factors”; and
· other factors discussed in our other filings made with the Commission.
These statements may be found under “Management’s Discussion and Analysis” and “Description of Business,” as well as in other sections of this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur. We have no obligation to publicly update or revise these forward-looking statements to reflect new information, future events, or otherwise, except as required by applicable Federal securities laws, and we caution you not to place undue reliance on these forward-looking statements.

Third Party Data

This Form 10K also contains estimates and other information concerning our industry, including market size and growth rates, which are based on industry publications, surveys and forecasts, including those generated by us. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we believe the information in these industry publications, surveys and forecasts is reliable, we have not independently verified the accuracy or completeness of the information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors”.
 
 
4

 
ITEM 1. BUSINESS

Swingplane Ventures, Inc. (“we”, “us” “our” the “Company” and “Swingplane”) was incorporated in the State of Nevada on June 24th, 2010. We are a development stage company with a principal business objective of selling men's and women's golf apparel. The Company plans to have its initial clothing line consist of shirts, pants, and skirts designed specifically for younger golfers. The Company has recently undergone a change in management and the new management is reviewing the business plan and other possible ventures to determine the best plan to move forward to bring shareholder value.

Formation History

We were incorporated in Nevada on June 24, 2010, as Swingplane Ventures, Inc. Our principal executive offices are located at 220 Summit Blvd. #402, Broomfield, CO 80021. Our phone number is (303) 803-0063.  We do not currently have a website.

Intellectual Property

At the present we do not have any patents or trademarks.

Acknowledging the inherent risks involved in fashion design, we will assess the need for any patents or trademarks on a continuing basis to protect our main design(s). Once the process is initiated, designs are initially protected under the Patent Pending Process provision while completing the full patenting process. This protection will cover the United States, initially, also giving first priority to the European Community.

Government Regulation

We do not require any government approval for our products or services.

Employees

During the fiscal year ended June 30, 2012 we had one employee our then executive officer Matthew Diehl who devoted 10 hours a week to our business and was responsible for the primary operation of our business. There are no formal employment agreements between the Company and Mr. Diehl.    Subsequent to the fiscal year ended June 30, 2012, the Company experienced a change in management and will enter into a consulting contract with Mr. Voyer, our current sole officer and director which will commence October 1, 2012 at a fee of $10,000 per month.

Principal Offices

Our principal office is located at 220 Summit Blvd. #402, Broomfield, CO 80021.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below. Our business, financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The valuation for the Company could also decline due to any of these risks, and you may lose all or part of your investment. This document also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of several factors, including the risks faced by us described below and elsewhere in this Annual Report. In assessing these risks, you should also refer to the other information contained in this Annual Report, including our financial statements and related notes.

Risks Related to Our Business

Our Auditor Has Expressed Substantial Doubt About Our Ability To Continue As A Going Concern.
These financial statements included with this annual report have been prepared on a going concern basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

 
5

 

We Are A Development Stage Company, The Company Has Generated No Revenues And Has a Limited Operating History.
The Company was incorporated on June 24, 2010; we have a limited operating history; and we have not yet realized any revenues. We do not have sufficient operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incurred significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase.

We Don’t Have Any Substantial Assets And  We Have Limited Cash for Operations. We Will Have To Seek Alternative Financing To Complete Our Business Plans Or Abandon Them.

We have limited capital resources. To date, the Company has funded its operations from limited funding under a prospectus offering and has not generated any cash from operations to be profitable. Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available. No known alternative resources of funds are currently available to us.   If we cannot raise additional funds we may be forced to cease operations.

We Cannot Predict When Or If We Will Produce Revenues, Which Could Result In A Total Loss Of Your Investment If We Are Unsuccessful In Our Business Plans.

We have not sold any clothing to date and have not yet generated any revenues from operations. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares of our Company and we are not successful in our proposed business plans.

Our Continued Operations Depend On The Public’s Acceptance Of Our Product Lines. If The Public Doesn’t Find Our Clothing Desirable And Suitable For Purchase And We Cannot Establish A Customer Base, We May Not Be Able To Generate Any Revenues, Which Would Result In A Failure Of Our Business And A Loss Of Any Investment You Make In Our Shares.

The ability to develop clothing lines that the market finds desirable and willing to purchase is critically important to our success. We cannot be certain that garments and clothing lines we offer will be appealing to the market and as a result there may not be any demand and our sales could be limited and we may never realize any revenues. In addition, there are no assurances that if we alter, or develop new garments or lines of clothing in the future that the markets demand for these will develop and this could adversely affect our business and any possible revenues.

We Are Dependent On The Services Of  Our Sole Officer and Director And The Loss Of His Services Could Harm Our Business.

Our success largely depends on the continuing services of our Sole Officer and Director Our continued success also depends on our ability to attract and retain qualified personnel. The loss of our sole officer and director could harm our operations, business plans and cash flows.
 
 
6

 

The Clothing Industry Is Highly Competitive. If We Cannot Develop And Market Desirable Clothing Lines That The Public Is Willing To Purchase, We Will Not Be Able To Compete Successfully. Our Business May Be Adversely Affected And We May Not Be Able To Generate Any Revenues.

We have many potential competitors in the clothing industry. We consider the competition is competent, experienced, and they have greater financial and marketing resources than we do at the present. Our ability to compete effectively may be adversely affected by the ability of these competitors to devote greater resources to the development, sales, and marketing of their products than are available to us.

Some of the Company’s competitors also offer a wider range of clothing lines; have greater name recognition and more extensive customer bases than the Company. These competitors may be able to respond more quickly to new or changing opportunities, fashions and customer desires, undertake more extensive promotional activities, offer terms that are more attractive to customers and adopt more aggressive pricing policies than the Company. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their visibility. The Company expects that new competitors or alliances among competitors have the potential to emerge and may acquire significant market share. Competition by existing and future competitors could result in an inability to secure adequate market share sufficient to support our endeavors. We cannot be assured that we will be able to compete successfully against present or future competitors or that the competitive pressure we may face will not force us to cease operations. As a result, you may never be able to liquidate or sell any of your shares you purchase.

Our Growth May Require Additional Capital, Which May Not Be Available.

We have limited capital resources. Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available. No known alternative resources of funds are available to us.

 Risks Relating to an Investment in our Securities
 
We may, in the future, issue additional common shares that would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of up to 550,000,000 common shares, $0.001 par value. The future issuance of common shares may result in dilution in the percentage of our common shares held by our then existing stockholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common shares held by our investors, and might have an adverse effect on any trading market for our common shares.

Market for penny stock has suffered in recent years from patterns of fraud and abuse.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. The occurrence of these patterns or practices could in the future increase the volatility of our share price.


 
7

 

Our common shares are subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted regulations that generally define a “penny stock” to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.

Our common shares are currently regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for its shares is less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide a customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction.
To the extent these requirements may be applicable, they will reduce the level of trading activity in the secondary market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.

FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

Our common stock may experience extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Our common stock may be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to) (i) the trading volume of our shares; (ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or failure to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price and volume fluctuations of publicly-traded and particularly, microcap companies.
Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTCBB and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

 
8

 
We have not and do not intend to pay any cash dividends on our common shares and, consequently, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We have not, and do not, anticipate paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

A decline in the price of our common stock could affect our ability to raise further working capital, adversely impact our ability to continue operations and may cause us to go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, we may not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We do not own any real property. Our business during the fiscal year ended June 30, 2012 was operated from the residence of our President located at 220 Summit Blvd. #402, Broomfield, CO 80021 and Mr. Diehl continues to presently provide space until such time as new offices can be located. Mr. Diehl, the then sole officer and director of the Company provided the office space free of charge and no lease exists.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 
9

 
PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

The Company's common stock is currently quoted on the Over-the-Counter Markets (OTC/BB) under the trading symbol “SWVI”.

As of June 30, 2012 our Common Stock was not trading on any public trading market or stock exchange.

Transfer Agent

Our transfer agent is New York Stock Transfer, LLC. Their address is 25 Laurel Place, West Caldwell, NJ 07006-7717.  Their phone number is (864) 697-8552.

Holders

As of June 30, 2012 there were approximately 36 shareholders of record of our common stock.

Dividend Policy

We have not declared or paid any dividends and do not intend to pay any dividends in the foreseeable future to the holders of our common stock. We intend to retain future earnings, if any, for use in the operation and expansion of our business. Any future decision to pay dividends on common stock will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently have any equity compensation plans.

Recent Sales of Unregistered Securities

None.

Use of Proceeds from First Registration Statement

On June 24, 2011 our Registration Statement on Form S-1 under Commission file number 333-168912 was declared effective, enabling us to offer up to3,500,000 pre-split shares of common stock of our Company at a price of $0.01 per share. On September 6, 2011 we accepted subscriptions for a total of 3,500,000 common shares from various investors for cash proceeds of $35,000. No commissions were paid on the issuance.

The actual expenses for the costs of the offering as detailed below totaling $1,000.   All other costs of the offering were paid from working capital. The following is the use of proceeds for actual expenses incurred in connection with the issuance and distribution of the securities from the $35,000 raised under the prospectus offering.

Expense
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer
$
Amount of direct or indirect payments to others
$
Transfer agent
0
0
Legal and Accounting
0
1,000
Costs of the offering
0
0
Office and Administration
0
0
Total
0
1,000


 
10

 

Following is a table detailing the use of net offering proceeds of $34,000 which are expended to date.

Expenses
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer
$
Amount of direct or indirect payments to others
$
Legal and Accounting
0
9,725
Consulting
0
6,256
Office Furniture, Equipment and Supplies
0
0
Administration Expenses
0
1,129
TOTAL
0
$17,110

We do not have sufficient proceeds on hand to fund our operations as described in the S-1 offering document incorporated for reference herein.

Recent Repurchases of Common Stock

There were no repurchases of our common stock during 2012.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act 1934, as amended, and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those which are not within our control.

OVERVIEW

Swingplane Ventures Inc. is a development stage men's and women's golf fashion manufacturer located in Broomfield, Colorado. The Company intends for its initial clothing line to consist of tailored-fit golf shirts. The use of lightweight and breathable fibers that the Company intends to use could position the Company among larger companies in a competitive market. We plan to stay on the cutting edge of the constantly changing golf apparel market and create a reputation with the consumer of providing unique and desirable designs at affordable prices. This market dictates that new styles and designs be introduced on a regular basis, which is part of our long term strategy.

Our initial designs are planned to be tailored-fit men's golf shirts with shorter sleeves and unique design patterns. Mr. Diehl currently has design concepts and the intent of the Company was to search for professional assistance to turn these concepts into prototypes and to market the designs under the "Swingplane" brand. Because of its fit, fibers, and design, our target market for this garment is the 15 - 35 year old male golfer as an alternative to other brands.

The Company plan was to initially focus its effort of distribution through online sales directly to the consumer. With our limited resources, the cost efficiencies involved in online sales is our targeted method for the distribution of our products. The company has secured a distinctive URL (web address) in www.swingplaneventures.com.

Long term goals included the development of a full line of this innovative golf apparel comprised of shirts, pants, shorts, skirts, and hats. The addition of other products such as shorts, skirts, and headwear are planned long term activities that depend entirely on future financing and thus may not occur.

The Company’s new management will be reviewing the current business plan to determine whether to proceed with the line of clothing.    It may be determined that funding cannot be raised for the progress of this business and other business opportunities may be reviewed.

 
11

 
REVENUES

The Company does not have any revenue and has had no revenue since its incorporation.   The Company has been funded by the initial sale of 350,000,000 shares of common stock and the sale of 122,500,000 shares of common stock under an S-1 Registration which was completed on June 24, 2011.

Our business plan calls for us to employ three (3) major marketing strategies in an effort to gain market share in the active/leisure market. Online marketing via the Internet was intended to be utilized initially, followed in the future with an outside commissioned sales force and print media ads. The long term marketing phases of a commissioned sales force and print ad campaigns are entirely dependent on future financing and thus may not occur.   We have not yet undertaken any of the items related to generating revenue in our business plan and new management will be reviewing the plan to see if the project remains viable and can generate revenues sufficient to sustain operations.

LIQUIDITY AND CAPITAL RESOURCES

We have not generated any cash flow from operating activities. The primary source of capital has been from the sale of equity securities. Our primary use of capital has been for professional fees, and general and administrative costs. Our working capital requirements are expected to increase in line with the growth of our business.  Subsequent to June 30, 2012, we raised $150,000 by way of loans from an unrelated third party.   These funds will be sufficient to maintain our SEC listing and to pursue our business plan should current management determine to do so, however, we cannot be certain that we will have sufficient funds to further operations.   It is unknown whether we will be able to raise additional capital to do so.

We have no lines of credit or other bank financing arrangements. We expect that working capital requirements will be funded through a combination of our existing funds and issuance of equity and debt securities.  We estimate we will require at least $50,000 just to maintain our SEC listing and we will require a minimum of an additional $100,000 to further our business plan.   At this time, we have sufficient funds to fund operations or progress our business plan, assuming that we continue with the current business of the Company.

As of June 30, 2012, the Company had $18,494 in cash and total assets compared to $200 in cash and total assets at June 30, 2011.

During the year ended June 30, 2012, net cash used in operating activities was $16,706.

Financing, if available, may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than earlier investor’s prices. The holders of new securities may also receive rights, preferences or privileges that are senior to those of existing holders of our securities. If new sources of financing are required but are insufficient or unavailable, we would be required to modify our growth and operating plans to the extent of available funding, which would harm our ability to grow our business.

ECONOMY AND INFLATION

Our management believes that inflation has had no effect on our results of operations.

TABULAR DISCLOSURE OF CONTRACTUAL ARRANGEMENTS

There are no contractual obligations as at June 30, 2012.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the accompanying financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in the accompanying financial statements and the accompanying notes. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

The significant accounting policies followed are:
 
 
12

 

The significant accounting policies followed are:

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

Research and development expenses - Expenditures for research, development, and engineering of products are expensed as incurred.

Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

Revenue and cost recognition – The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Advertising Costs - The Company’s policy regarding advertising is to expense advertising when incurred.

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Earnings (Loss) Per Share - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At June 30, 2012, the Company did not have any potentially dilutive common shares.

Financial instruments – In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 -
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
   
Level 2 -
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
   
Level 3 -
Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

On June 24, 2010, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Significant Accounting Policies: Recent Accounting Standards” in Part II, Item 8 of this Form 10- K.
 
ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
This Company is a smaller reporting company and is not required to provide this information.

 
13

 


 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial Statements
As of June 30, 2012 and 2011
and the Period June 24, 2010 (Date of Inception)
through June 30, 2012 (unaudited)
Contents

Financial Statements:
       
Report of Independent Registered Public Accounting Firm
   
15
 
Balance Sheets
   
16
 
Statements of Operations
   
17
 
Statements of Changes in Stockholders’ Deficit
   
18
 
Statements of Cash Flows
   
19
 
Notes to Financial Statements
   
20
 


 
14

 
 
 
Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T   727.421.6268   F   727.674.0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Swingplane Ventures, Inc.:

I have audited the balance sheets of Swingplane Ventures, Inc., a development stage corporation, as of June 30, 2012 and 2011 and the related statements of operation, changes in stockholder’s equity (deficit), and cash flows for the years  then ended and for the period June 24, 2010 (date of inception) through June 30, 2012.  These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audits.
 
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement.  The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, I express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Swingplane Ventures, Inc. as of June 30, 2012 and 2011, and the results of its operations and its cash flows for the years then ended and for the period June 24, 2010 (date of inception) through June 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Further information and management’s plans in regard to this uncertainty were also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
September 14, 2012

 
15

 
 
 
SWINGPLANE VENTURES, INC.
           
(A DEVELOPMENT STAGE CORPORATION)
           
BALANCE SHEETS
           
             
   
June 30,
 
   
2012
   
2011
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 18,494     $ 200  
Total Current Assets
    18,494       200  
                 
                 
TOTAL ASSETS
  $ 18,494     $ 200  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES:
               
Accounts payable
  $ 3,450     $ 2,200  
Total Current Liabilities
    3,450       2,200  
                 
                 
STOCKHOLDERS' DEFICIT
               
                 
Preferred stock; $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding
    -       -  
Common stock, $0.001 par value; 550,000,000 shares authorized; 472,500,000 and  350,000,000 shares issued and outstanding *
    472,500       350,000  
Additional Paid in Capital *
    (427,500 )     (340,000 )
Accumulated deficit during development stage
    (29,956 )     (12,000 )
Total Stockholders' Deficit
    15,044       (2,000 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 18,494     $ 200  
                 
* A forward stock split (35:1) authorized on May 11, 2012 was retroactively applied to all years presented.
 
                 
The accompanying notes are an integral part of the financial statements.
 

 
16

 


 
SWINGPLANE VENTURES, INC.
                 
(A DEVELOPMENT STAGE CORPORATION)
             
STATEMENTS OF OPERATIONS
                 
               
For the Period
 
               
from June 24, 2010
 
   
For the Years Ended June 30,
   
(Date of Inception)
 
               
June 30,
 
   
2012
   
2011
   
2012
 
                   
REVENUE:
                 
Sales
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
Selling, general and administrative
    17,956       12,000       29,956  
TOTAL OPERATING EXPENSES
    17,956       12,000       29,956  
                         
NET INCOME (LOSS)
  $ (17,956 )   $ (12,000 )   $ (29,956 )
                         
 
                       
NET INCOME (LOSS) PER COMMON SHARE, BASIC *
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF
                       
COMMON  SHARES OUTSTANDING, BASIC *
    449,740,437       350,000,000          
                         
* A forward stock split (35:1) authorized on May 11, 2012 was retroactively applied to all years presented.
 
                         
The accompanying notes are an integral part of the financial statements.
 

 

 

 
17

 
 
SWINGPLANE VENTURES, INC.
                             
(A DEVELOPMENT STAGE CORPORATION)
                         
FOR THE YEAR ENDED JUNE 30, 2012
                         
STATEMENTS OF STOCKHOLDERS' DEFICIT
                   
                               
               
Capital in
         
Total
 
   
Common Stock
   
Excess of
   
Accum
   
Stockholders'
 
   
Shares
   
Amount
   
Par Value
   
Deficit
   
Deficit
 
                               
Balance, June 24, 2010 (Date of Inception)
    -     $ -     $ -     $ -     $ -  
                                         
Issuance of common stock for cash at $0.001 per share (June 24, 2010)
    350,000,000       350,000       (340,000 )     -       10,000  
                                         
Net loss for the period June 24, 2010 (Date of Inception) through June 30, 2010
    -       -       -       -       -  
                                         
Balance, June 30, 2010
    350,000,000     $ 350,000     $ (340,000 )   $ -     $ 10,000  
                                         
Net loss
    -       -       -       (12,000 )     (12,000 )
                                         
Balance, June 30, 2011
    350,000,000     $ 350,000     $ (340,000 )   $ (12,000 )   $ (2,000 )
                                         
Issuance of common stock for cash at $0.001 per share (September 6, 2011)
    122,500,000       122,500       (87,500 )     -       35,000  
                                         
Net loss
    -       -       -       (17,956 )     (17,956 )
Balance, June 30, 2012
    472,500,000     $ 472,500     $ (427,500 )   $ (29,956 )   $ 15,044  
                                         
* A forward stock split (35:1) authorized on May 11, 2012 was retroactively applied to all years presented.
         
                                         
The accompanying notes are an integral part of the financial statements.
 
 
 
18

 
 
SWINGPLANE VENTURES, INC.
             
(A DEVELOPMENT STAGE CORPORATION)
             
STATEMENTS OF CASH FLOWS
             
               
For the Period
 
               
from June 24, 2010
 
   
June 30,
   
(Date of Inception)
 
               
June 30,
 
   
2012
   
2011
   
2012
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (17,956 )   $ (12,000 )   $ (29,956 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
   Increase in: Accounts payable
    1,250       2,200       3,450  
Net cash used by operating activities
    (16,706 )     (9,800 )     (26,506 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Net cash used by investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock
    35,000       10,000       45,000  
Net cash provided by financing activities
    35,000       10,000       45,000  
                         
Net increase in cash and cash equivalents
    18,294       200       18,494  
                         
Cash and cash equivalents, beginning of period
    200       -       -  
                         
Cash and cash equivalents, end of period
  $ 18,494     $ 200     $ 18,494  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Cash paid for interest
  $ -     $ -     $ -  
                         
                         
The accompanying notes are an integral part of the financial statements.
 
                         

 

 
19

 
 
Swingplane Ventures, Inc.
(A Development Stage Corporation)
Notes to Financial Statements
For the years ended June 30, 2012 and 2011
And For the Period from June 24, 2010 (Date of Inception) through June 30, 2012

1. Background Information.

Swingplane Ventures, Inc. (the “Company”), a Nevada corporation, is a development stage men’s and women's golf fashion manufacturer located in Broomfield, Colorado. The Company's initial clothing line consists of tailored-fit golf shirts, pants and skirts that younger golfers are demanding from the standpoint of comfort, style and fabric. The Company plans to stay on the cutting edge of the constantly changing golf apparel market and our goal is to create a quality reputation within the youthful golfing community and golf garment marketplace.

The first designs will take into consideration of the fit, style and fabrics that younger golfers are demanding, including tailored-fit shirts with shorter sleeves and fabrics that are wet and wind resistant, such as microfibers used today in tennis and active wear tops. Our initial design is a tailored-fit men's golf shirt with shorter sleeves and unique (and colorful) design patterns. This current design will be marketed under the "Swingplane Ventures" brand. Because of its fit, fibers, and design, this garment will attract the 12 - 35 year old male golfer market as an alternative to much higher priced brands with similar styling.

2. Going Concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended June 30, 2012, the Company has had no operations. As of June 30, 2012, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Significant Accounting Policies.

The significant accounting policies followed are:

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

Research and development expenses - Expenditures for research, development, and engineering of products are expensed as incurred.

Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

Revenue and cost recognition – The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 
20

 
Swingplane Ventures, Inc.
(A Development Stage Corporation)
Notes to Financial Statements
For the years ended June 30, 2012 and 2011
And For the Period from June 24, 2010 (Date of Inception) through June 30, 2012
 
Advertising Costs - The Company’s policy regarding advertising is to expense advertising when incurred.

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Earnings (Loss) Per Share - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At June 30, 2012, the Company did not have any potentially dilutive common shares.

Financial instruments – In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 -
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
   
Level 2 -
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
   
Level 3 -
Inputs that are both significant to the fair value measurement and unobservable.
 
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

On June 24, 2010, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.
 
 
21

 
Swingplane Ventures, Inc.
(A Development Stage Corporation)
Notes to Financial Statements
For the years ended June 30, 2012 and 2011
And For the Period from June 24, 2010 (Date of Inception) through June 30, 2012
 
Recent accounting pronouncements,

Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

4. Income Taxes.

There is no current or deferred income tax expense or benefit for the year months ended June 30, 2012.

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:

   
Year Ended June 30, 2012
   
Year Ended June 30, 2011
 
Tax benefit at U.S. statutory rate
 
$
6,105
   
$
4,080
 
State income tax benefit, net of federal benefit
   
     
 
Valuation allowance
   
(6,105
)
   
(4,080
)
   
$
   
$
 
The Company did not have any temporary differences for the year ended June 30, 2012.

5. Equity and Related Party Transactions

On June 24, 2010, the Company sold 350,000,000 shares of its $0.001 common stock to an officer of the Company for a $10,000 stock subscription receivable.

On September 6, 2011, the Company raised $35,000 through the issuance of 122,500,000 shares of common stock to unrelated parties.

On May 11, 2012, the Company effected a 35 to 1 stock split, all share numbers in the Form 10K have been retroactively adjusted to reflect the split.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.
 
 
22

 
Swingplane Ventures, Inc.
(A Development Stage Corporation)
Notes to Financial Statements
For the years ended June 30, 2012 and 2011
And For the Period from June 24, 2010 (Date of Inception) through June 30, 2012

6. Subsequent Events

On August 22, 2012, Michael Voyer, the sole director and officer of Swingplane Ventures, Inc. (the “Company”), entered into an agreement to acquire a total 350,000,000 shares of the Company’s common stock from Matthew Diehl, the Company’s former director and officer, in a private transaction for an aggregate total of $35,000. The funds used for this share purchase were personal funds. Mr. Voyer’s 350,000,000 shares when acquired, which acquisition is to occur before August 31, 2012, will amount to approximately 74.1% of the Company’s currently issued and outstanding common stock and will effect a change in control of the Company.

Effective August 22, 2012, Matthew Diehl resigned from all positions with the Company, including, but not limited to that of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, principal executive officer, principal financial officer, principal accounting officer and a member of the Board of Directors.  The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective August 22, 2012 Michel Voyer was appointed as President, principal executive officer, Chief Financial Officer, Secretary, Treasurer, principal financial officer, principal accounting officer and a member of the Board of Directors of the Company.

On September 7, 2012, the Company received a loan in the amount of $150,000 from an unrelated third party lender.   The loan is unsecured, and is for a term of one year and bears interest at 10% per annum, payable on maturity.


 
23

 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Management conducted its evaluation based on the framework in Internal Control – Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at June 30, 2012, such disclosure controls and procedures were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rue 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the Internal Control – Integrated Framework issued by the COSO. Based on the results of this assessment, our management concluded that our internal controls over financial reporting were effective as of June 30, 2012.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on their evaluation as of the end of the period covered by this report, management concluded that our disclosure controls and procedures were sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.


 
24

 

ITEM 9B. OTHER INFORMATION

On August 22, 2012, Mr. Matthew Diehl resigned as the Company’s sole officer and director and Mr. Michel Voyer was appointed the Company’s sole officer and director.

On September 7, 2012 the Company negotiated a loan with a third party lender in the amount of $150,000.   The loan is for a period of one year and bears interest at 10% per annum, payable on maturity.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters and Control Persons

The following table sets forth the names and ages of all of our directors and executive officers as of the fiscal year ending June 30, 2012. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Name
Age
Position
Term
Matthew Diehl
35
President, Secretary, Treasurer and Chairman of the Board of Directors (1)
From June 24, 2010 to August 22, 2012

MATTHEW DIEHL, PRESIDENT, SECRETARY, TREASURER AND CHAIRMAN OF THE BOARD OF DIRECTORS

Mr. Diehl was appointed sole officer and director of the Company on June 24, 2010.  Mr. Diehl has over 10 years of experience in business development in both early stage and established companies like SendPhotos, Inc. and large companies like JPMorgan Chase. From early 2002 to May of 2005, Mr. Diehl sold financial products, primarily home mortgage loans as a Loan Officer, for JPMorgan Chase. Towards the end of his tenure there, from approximately September of 2004 through April of 2005, Mr. Diehl was on the Board of Governors of the Metro Denver Economic Development Corporation representing Chase. As a member of this Board, Mr. Diehl voted on political and other measures to be performed on behalf of the Board to grow economic development in and around the Denver metro area. He was not compensated for his Board membership as his efforts were volunteered on a monthly-meeting basis. In the last five years, he has worked with SendPhotos, Inc. as Director of Sales and Operations from May of 2005 until it was acquired by Avanquest Software in October of 2006 and stayed on at Avanquest as the Multimedia Sales Manger through October of 2007. In those roles Mr. Diehl sold business-to-business software products and direct-to-consumer software products as well as assisting in general operations, web-site marketing and software product design. We believe that this specific experience at SendPhotos, Inc. and subsequently with Avanquest Software makes Mr. Diehl an asset to the Company as we begin design and development of our own website and online marketing strategies.

After that, he headed up the photo kiosk program for LifePics, Inc. as the Kiosk Product Manager, which entailed managing the development of photo software for kiosk hardware. He managed a team of software developers as well as assisting in software product design, website marketing and business-to-business sales. After growing that part of the business from January of 2008, that division was broken up in October 2008. Again, the Company feels that Mr. Diehl’s experience being part of a growing small business as well as website design and online marketing strategies lends to the Company’s current needs. Since then, he was COO and a director for TapSlide, Inc., where he  worked on a part-time basis until April 30, 2012. In January 2010, Mr. Diehl started a limited liability company for his consultancy and business development skills called AppVineyard, LLC in Colorado. He spends the majority of his time with his own company, AppVineyard, LLC selling software applications and business development services.
 
 
25

 

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders.  Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

There are no arrangements or understandings between any director or executive officer and any other person(s) pursuant to which a director or executive officer was selected.  Our executive officers are elected annually by our Board of Directors.
 
Involvement in Certain Legal Proceedings

None of our directors or executive officers has been, during the past ten years:
(i) involved in any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
(ii) convicted of any criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
(iii) subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities, futures, commodities or banking activities;
(iv) found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated
(v) found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reverse, suspended, or vacated;
(vii) subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, related to an alleged violation of securities or commodities law or regulation; any law or regulation respecting financial institutions or insurance companies; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(viii) the subject of, or a party to, any sanction or order, not subsequently reversed, suspending or vacated, of any self-regulatory any registered entity of the Commodity Exchange Act or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  The Company intends to review and finalize the adoption of a code of ethics during the fiscal year ended June 30, 2013.   Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.

Nominating Committee

There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of our equity securities with the SEC. Officers, directors, and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file.

Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending June 30, 2012, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:

Name
Reporting Person
Form 3/# of transactions
Form 4/# of transactions
Form 5/# of transactions
Matthew Diehl
10% stockholder and President,Secretary, Treasurer,  Chief Executive Officer, Chief Financial Officer and director.
Late/1
N/A
N/A

 
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ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes the total compensation earned by or paid to our principal executive officer, our principal financial officer and each of our two other executive officers other than our principal executive officer and principal financial officer for the fiscal years ended June 30, 2012 and 2011. The amounts represented in the “Options Award” column reflect the stock compensation expense recorded pursuant to the ASC Topic 718 and does not necessarily equate to the income that will ultimately be realized by the named executive for such awards.

SUMMARY COMPENSATION TABLE

(a)
(b)
 
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
   
(j)
 
                             
Nonequity
   
Nonqualified
   
All other
   
Total
 
                 
Stock
   
Option
   
incentive
   
deferred
   
compen-
       
     
Salary
   
Bonus
   
Awards
   
Award(s)
   
plan
   
compensation
   
sation
       
Name and principal position
Year
 
($)
   
($)
   
($)
   
($)
   
compensation($)
   
earnings($)
   
($)
   
($)
 
                                                   
Matthew R. Diehl (1),  Former President,
2011
   
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
 
Secretary and Chairman of the
2012
   
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
 
Board of Directors (resigned August 22, 2012)
                                                                 

(1) There is no employment contract with Mr. Diehl at this time. Nor are there any agreements for compensation in the future.

DIRECTOR COMPENSATION

During the most recent fiscal year, no directors were provided any compensation except as noted above or under Summary Compensation.

The Company has made no arrangements for the cash remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf.  No remuneration has been paid to the Company’s officers or directors for services to date.

Compensation Committee

We do not currently have a compensation committee.  The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer.   For all other executive compensation contracts, the Principal Executive Officer will negotiate and approve the contracts and compensation.


 
27

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of September 20, 2012, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.


Title Of Class
Name And Address Of Beneficial Owner
Amount And Nature Of Beneficial Owner
Percent Of Class (1)
Common
Michel Voyer
350,000,000 Common shares held directly
 
74.1%
(1) Based on a total of 472,500,000 shares issued and outstanding as at September 20, 2012

Security Ownership of Management

The following table shows, as of September 20, 2012, the shares of the Company’s Common Stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

 
Title Of
Class
 
Name Of Beneficial Owner
 
Amount And Nature Of Beneficial Ownership
 
Percent of Class (1)
Common
Michel Voyer, President, Secretary, Treasurer, Chief Financial Officer, Chief Executive Officer and Director
350,000,000 common shares held directly
74.1%
Common
All Officers and Directors as a group
350,000,000 Common shares, issued and exercisable
74.1%
(1) Based on a total of 472,500,000 shares issued and outstanding as at September 20, 2012

Changes in Control

On August 22, 2012, Michael Voyer, the sole director and officer of the Company entered into an agreement to acquire a total 350,000,000 shares of the Company’s common stock from Matthew Diehl, the Company’s former director and officer, in a private transaction for an aggregate total of $35,000. The acquisition of the shares of common stock of the Company effected a change in control of the Company.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

None.

Review, Approval or Ratification of Transactions with Related Persons
 
The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.
 
 
 
28

 
Promoters and Certain Control Persons

None

Parents

There are no parents of the Company

Director Independence
 
As of the date of this Annual Report, we have no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate audit fees billed for the years ended June 30, 2012 and 2011 were $4,250 and $4,000, respectively. Audit services include the audits of the financial statements included in the Company’s annual reports on Form 10-K and reviews of interim financial statements included in the Company’s Form S-1 and subsequent filings.

Audit-Related Fees

None.

Tax Fees

None

All Other Fees

None.

Audit Committee Policies and Procedures

As of the date of this Annual Report, the Company does not have an established audit committee. The appointment of Peter Messineo, LLP as the principal auditors for the Company was approved by the Board of Directors. We have one recent member of the Board of Directors who may be considered to have significant financial experience, however, he is also our sole officer and director. When independent directors with the appropriate financial background join the board, the board plans to establish an audit committee, which will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by the independent auditors.


 
29

 

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
Number
Description
 
3.1
Amended Articles of Incorporation
Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
3.2
Bylaws.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on August 18, 2010
31.1
Section 302 Certification- Principal Executive Officer
Filed herewith
31.2
Section 302 Certification- Principal Financial Officer
Filed herewith
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.INS
XBRL Instance Document*
Filed herewith
101.SCH
XBRL Taxonomy Extension Schema*
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase*
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase*
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase*
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase*
Filed herewith

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
Financial
 
The following consolidated financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:
 
 
Report of Independent Registered Public Accounting Firm
 
Balance Sheets
 
Statements of Operations
 
Statement of Changes in Shareholders’ Equity
 
Statements of Cash Flows
 
Notes to the Financial Statements
 

All other schedules have been omitted because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes there to.

 
30

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
SWINGPLANE VENTURES, INC.
 
       
Dated: September 27, 2012
By:
/s/ Michel Voyer
 
   
Chairman of the Board
 
   
Chief Executive Officer, President, Secretary Treasurer and Director
 
   
(Principal Executive Officer)
 
   
(Principal Financial and Accounting Officer)
 
 

 
31