Attached files
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| EX-99.3 - REVISED AND RESTATED PROFORMA FINANCIAL STATEMENTS - Swingplane Ventures, Inc. | ex993.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 15, 2013
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SWINGPLANE VENTURES, INC.
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Exact name of registrant as specified in its charter
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Nevada
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000-54571
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27-2919616
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Alcantara 200, piso 6, Las Condes, Santiago, Chile
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7550159
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(Address of principal executive offices)
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(Zip Code)
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(800) 373-0537
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Registrant’s telephone number, including area code
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This Amendment No. 2 on Form 8-K/A (this “Amendment”) of Swingplane Ventures, Inc., amends our current report on Form 8 –K/A Amendment No. 1, as filed with the Securities and Exchange Commission on May 9, 2013 to replace exhibit 99.3 in its entirety.
Other than as set out above, no other changes have been made to the Form 8-K/A. This Amendment No. 2 to the Form 8-K/A speaks as of the filing date of the Form 8-K/A, does not reflect events that may have occurred subsequent to the original filing date(s), and does not modify or update in any way disclosures made in the original Form 8-K/A except as stated above.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(b) Revised Pro Forma Financial Information. Pro forma financial information showing the effects of the acquisition of Mid Americas are filed with this Current Report on Form 8-K as Exhibit 99.3 .
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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Exhibit Number
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Description
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2.1
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Excecuted Share Exchange Agreement by and between the Company, Mid Americas Corp., and the stockholders of Mid Americas Corp. dated February 22, 2013
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Filed herewith
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3.1
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Amended Articles of Incorporation
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Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
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3.2
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Certificate of Amendment – Increase in Authorized Shares
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Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 2013
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3.3
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Bylaws
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Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
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4.1
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Certificate of Designation – Preferred Stock
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Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 2013
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10.1
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Executed Assignment Agreement between the Company and Mid Americas Corp., dated October 15, 2012
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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10.2
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Executed Option Agreement by and between Mid Americas Corp. and Gunter Stromber and Elsa Dorila Durate Horta, dated April 23, 2012
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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10.3
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Executed Amendment No. 1 to Option Agreement, dated July 27, 2012
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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10.4
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Executed Amendment No. 2 to Option Agreement, dated September 27, 2012
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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10.5
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Executed Consulting Agreement with Michel Voyer, dated October 1, 2012
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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21
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List of Subsidiaries
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Mid Americas Corp., a corporation incorporated under the laws of the country of Belize
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99.1
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Audited Financial Statements of Mid Americas Corp. as of June 30, 2012.
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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99.2
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Revised and Restated Financial Statements of Mid Americas Corp. as of December 31, 2012.
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Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 9, 2013
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| 99.3 | Revised and Restated Pro Forma Financial Statements | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SWINGPLANE VENTURES, INC.
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Date:
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May 10, 2013
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By:
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/s/ Carlos De la Torre
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Name:
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Carlos De la Torre
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Title:
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President, Chief Executive Officer (Principal Executive Officer), Secretary, and Chief Financial Officer (Principal Financial Officer) and Director
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