UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended December 31, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to ______________

000-54571
(Commission File Number)

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.)

3100 West Ray Rd., 2nd Floor, Chandler, AZ	85226
(Address of principal executive offices)	(Zip Code)

(800) 373-0537
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	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 Exchange Act).

Yes [ X ] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

250,883,013 common shares outstanding as of February 14, 2014

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

SWINGPLANE VENTURES, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4.	Controls and Procedures	8

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Mine Safety Disclosures	9

Item 5.	Other Information	9

Item 6.	Exhibits	10

SIGNATURES		11

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six month period ended December 31, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 as filed with the Securities and Exchange Commission on October 15, 2013.

	Page
Unaudited Consolidated Financial Statements	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Notes to Unaudited Consolidated Financial Statements	F-5 to F-15

SWINGPLANE VENTURES, INC.

(A Development Stage Corporation)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

(UNAUDITED)

F-1

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED BALANCE SHEETS

	December 31, 2013			June 30, 2013
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	408		$	2,724
Prepaid expenses (Note 3, 4)		4,708			5,429
Total Current Assets		5,116			8,153

TOTAL ASSETS	$	5,116		$	8,153


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	191,960		$	152,335
Accounts payable – related party		18,500			6,000
Accrued Interest		-			40,349
Advances from related party		25,000			-
Short Term Loans		-			725,000
Total Current Liabilities:		235,460			923,684

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; $0.001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding as at December 31, 2013 and June 30, 2013		5,000			5,000
Common stock, $0.001 par value; 550,000,000 shares authorized; 235,000,000 shares issued and outstanding as at December 31, 2013 and June 30, 2013 respectively		235,000			235,000
Stock payable		794,150			-
Additional Paid-in Capital		496,462			496,462
Accumulated deficit during the development stage		(1,760,956	)		(1,651,993	)
Total Stockholders’ Equity (Deficit)		(230,344	)		(915,531	)

TOTAL LIABILITIES AND STOCKHOLDERS’ Equity (DEFICIT)	$	5,116		$	8,153

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

F-2

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative from Inception,
													April 23. 2012
	Three Months Ended						Six Months Ended						Through
	December 31,			December 31			December 31,			December 31,			December 31,
	2013			2012			2013			2012			2013
Revenues
Sales	$	-		$	-		$	-		$	-		$	-

Operating expenses:
Exploration expenses		-			376,000			18,807			376,000			1,416,766
Professional Fees		7,418			-			10,913			-			27,664
Consulting fees		4,685			-			15,250			-			100,021
Legal Fees		894			-			4,947			-			52,885
Management fee, related party		7,500			-			15,000			-			40,000
General and administrative		7,599			-			15,245			-			68,579
Total operating expenses		28,096			376,000			80,162			376,000			1,705,915
Loss from operations		(28,096	)		(376,000	)		(80,162	)		(376,000	)		(1,705,915	)

Other income (expense)
Interest Expense		(10,527	)		-			(28,801	)		-			(55,041	)
Total other income (expense)		(10,527	)		-			(28,801	)		-			(55,041	)
(Loss) before taxes		(38,623	)		(376,000	)		(108,963	)		(376,000	)		(1,760,956	)

Provision (credit) for taxes on income:		-			-			-			-			-
Net (loss)	$	(38,623	)	$	(376,000	)	$	(108,963	)	$	(376,000	)	$	(1,760,956	)

Basic and diluted earnings (loss) per common share	$	(0.00	)	$	(0.08	)	$	(0.00	)	$	(0.08	)

Weighted average number of shares outstanding		235,000,000			5,000,000			235,000,000			5,000,000

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

F-3

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative,
	Six			Six			Inception,
	Months Ended			Months Ended			April 23, 2012
	December 31,			December,			Through
	2013			2012			December 31, 2013

Cash flows from operating activities:
Net (loss)	$	(108,963	)	$	(376,000	)	$	(1,760,956	)
Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:
Changes in current assets and liabilities:
Prepaid expenses		721			-			16,614
Accounts payable and accrued liabilities		80,926			(274,000	)		220,687
Net cash used in operating activities		(27,316	)		(650,000	)		(1,523,655	)

Cash flows from investing activities:
Cash from acquisition		-			-			20,477
Net cash flows from investing activities		-			-			20,477

Cash flows from financing activities:
Proceeds from sale of common stock		-			-			1,000,000
Subscription receivable		-			650,000			-
Advances from related party		25,000			-			25,000
Short Term Loan		-			-			478,586
Net cash flows from financing activities		25,000			650,000			1,503,586
Net cash flows		(2,316	)		-			408

Cash and equivalent, beginning of period		2,724			-			-
Cash and equivalent, end of period	$	408		$	-		$	408

Supplemental cash flow disclosures:
Cash paid for Interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

Supplemental non-cash investing and financing activities:
Prepaid expenses in other expenses acquired from reverse acquisition	$	-		$	-		$	21,322
Accounts payable acquired from reverse acquisition		-			-			44,813
Accrued interest payable acquired from reverse acquisition		-			-			14,110
Short term loan acquired from reverse acquisition		-			-			246,414
Stock payable to settle short term loan		725,000			-			725,000
Stock payable to settle accrued interest payable		69,150			-			69,150
	$	794,150		$	-		$	1,120,809

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

F-4

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of our organization and significant accounting policies:

Organization and nature of business – Swingplane Ventures, Inc. (the “Company”), is a Nevada corporation, originally incorporated to operate as a men’s and women's golf fashion manufacturer in Broomfield, Colorado. The Company's first designs were intended to be marketed under the "Swingplane Ventures" brand– attracting the 12-35 year old male golfer market as an alternative to much higher priced brands with similar styling. The Company did not generate any revenues from its planned operations. On August 22, 2012, the Company underwent a change in control and management subsequently determined to cease operating the men’s and women’s golf manufacturing fashion line.

On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) with Mid Americas Corp. (“Mid Americas”) where under we could earn the right to acquire 75% of certain mining concessions in Chile from the Vendors (the “Option Agreement”) (the Algarobbo Property”). With the entry into this agreement the Company determined to change its business focus to enter the Exploration Stage as defined by ASC Topic 915. Under the Assignment Agreement there were certain terms to be met including funding obligations, in order to complete acquisition of the mining concessions.

On February 22, 2013, the Company and Mid Americas closed a Share Exchange Agreement which effected a change in control. Under the terms of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of Mid Americas in exchange for the issuance of a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock of the Company issued to the shareholders of Mid Americas. The preferred stock is convertible into shares of common stock of the Company on the basis of 50 shares of common stock for each 1 share of preferred stock. Further, the preferred stock will carry voting rights of 100 shares of common stock for each one share of preferred stock.

The business combination has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Mid Americas. Under reverse acquisition accounting Mid Americas (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree).

On June 15, 2013 the Company was unable to meet certain funding obligations under its agreements to acquire the Algarobbo Property and was in breech of the agreements. As a result of the breech, Mid Americas Corp. and the Company lost all rights or interest in or to the property (Note 4(a)).

On November 11, 2013, effective November 7, 2013, the Company entered into an assignment and acquisition agreement with Mineralmex Corp. (MEX), whereby MEX has agreed to grant to the Company the sole and exclusive option to acquire all of MEX’s right, title and interest in an acquisition agreement to acquire a 100% interest in certain mining concessions in Mexico for certain consideration as more fully described in Note 4(b).

Basis of presentation - These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary, Mid Americas. All material intercompany balances and transactions have been eliminated in consolidation.

F-5

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 1 - Organization and summary of significant accounting policies: (continued)

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

Mineral Property and Development Costs –The Company is a natural resource exploration stage company and anticipates acquiring, exploring, and if warranted and feasible, developing natural resource assets.

All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized. Capitalized costs will be amortized following commencement of commercial production using the unit of production method over the estimated life of proven and probable reserves.

Prior to the date of these financial statements, the Company has incurred only property option costs and exploration related costs which have been expensed in their entirety due to o the nature of the underlying terms of the agreement more fully discussed in Note 4 below.

To date the Company has not established any proven or probable reserves on its mineral properties.

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:	Quoted prices in active markets for identical assets or liabilities.

Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3:	Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

F-6

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Codification regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded.

Basic and diluted earnings (loss) per share: In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at December 31, 2013:

Convertible preferred shares	5,000,000
Converted rate: 1:50
Common stock equivalents	250,000,000

Since the Company reflected a net loss during the six month periods ended December 31, 2013 and 2012, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Note 2 – Going concern:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six month period ended December 31, 2013, the Company has had limited operations. 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 to continue 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.

F-7

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 3 – Business combination:

On October 15, 2012, the Company entered an assignment agreement with Mid Americas Corp, a Belize corporation, (the “Assignment Agreement”) whereby the Company was to acquire all of the rights under an option agreement and two amendments thereto under which Mid Americas has the rights to acquire 75% of certain mining concessions in Chile (the “Option”).

Specifically, on April 23, 2012, Mid Americas entered into the Option with Gunter Stromberger and Elsa Dorila Durate Horta in respect to a property known as the Algarrobo. Under the terms of the Option, Mid Americas has the rights to acquire 75% of certain mining concessions in Chile from the Vendors in consideration for cash payments. On July 27, 2012, Mid Americas entered into Amendment Number 1 to the Option, and on September 27, 2012, Mid Americas entered into Amendment Number 2 to the Option.

The following actions were required to be taken to close the Assignment Agreement:

the Company was required to assume the November 30, 2012 payment obligation of $250,000 and all other payments thereafter, which were due under the Option;

cause the cancellation of a total of 337,500,000 of its common stock currently held by Michel Voyer, an officer and director of the Company;

file a registration statement with the requisite regulatory authorities to raise up to $10,000,000 by way of the sale of up to 40,000,000 shares of the common stock of the Company, of which no less than seventy-five percent of the funds raised under such registration statement was used to fund the required payments under the Option ;

issue a total of 300,000,000 shares of its common stock to Mid Americas or its directed assignees, of which a total of 10,000,000 shares of common stock to be issued to Mid Americas were to be included for registration in the registration statement.

In anticipation of closing, per the terms of the Assignment Agreement, the Company issued 300,000,000 shares of common stock to Mid Americas which was held in trust subject to final documentation and the Company’s controlling shareholder, Michel Voyer, returned a total of 337,500,000 shares to treasury.

As required under the Assignment Agreement, the Company undertook, during the period of closing, the payment of certain property taxes to maintain the property and funded $125,000 of the $250,000 required option payment due on November 30, 2012. The Company was in default on the remaining $125,000 payment due as of November 30, 2012 which amount was remitted on January 31, 2013.

Pending completion of the registration statement required for closing, the Company commissioned the preparation of a 43-101 property report on the mining concessions. The Company determined during this process that it was in the best interests of the Company to renegotiate the Assignment Agreement in order to acquire Mid Americas directly, thus giving the Company direct ownership of the Option through a wholly owned subsidiary. On January 21, 2013, the Company announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a Share Exchange Agreement with Mid Americas.

F-8

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 3 – Business combination (continued):

Under the terms of the Share Exchange Agreement, which closed on February 22, 2013, the Company acquired all of the issued and outstanding shares of Mid Americas in exchange for the issuance of a total of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the shareholders of Mid Americas, also effecting a change in control. The preferred stock is convertible into shares of common stock of the Company on the basis of 50 shares of common stock for each 1 share of preferred stock. Further, the preferred stock carries voting rights of 100 shares per each share of preferred stock. All other terms of the Assignment Agreement are included in the Share Exchange agreement. The only terms that were amended were the acquisition of Mid Americas rather than the assignment of the Option, the issuance of shares as defined above and the elimination of the requirement to register 10,000,000 shares of stock for Mid Americas.. Further, the Company is not required to file the registration statement for the 40,000,000 shares to raise $10,000,000.

Concurrent with closing of the Share Exchange Agreement, the 300,000,000 shares issued to Mid Americas in trust under the terms of the Assignment Agreement were returned to treasury and the Company issued a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock to the shareholders of Mid Americas in exchange for all of the issued and outstanding capital stock of Mid Americas.

As a result of the transaction, the shareholders of Mid Americas acquired 42.5% of our issued and outstanding common stock and 100% of our issued and outstanding preferred stock, Mid Americas became our wholly-owned subsidiary, and we acquired the business and operations of Mid Americas.

The business combination is accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction will be presented as a continuation of the Mid Americas. Under reverse acquisition accounting Mid Americas (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares of the Company are restated to reflect the effect of the business combination and Mid Ameicas is a 100% owned subsidiary of the Company.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the business combination transaction date:

Cash and cash equivalents	$	20,477
Prepaid expenses in other expenses		21,322
Total identifiable assets	$	41,799

Accounts payable	$	44,813
Accrued interest		14,110
Short term loan		246,414
Total identifiable liabilities	$	305,337

Net identifiable assets		(263,538)

F-9

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 4 – Mineral Property Agreements:

a) The Algarrobo Agreement:

On April 23, 2012 Mid Americas Corp., a corporation incorporated under the laws of the country of Belize (“Mid Americas”) entered into a Mineral Property Option Agreement (the “Option Agreement”) with Gunter Stromberger and Elsa Dorila Durate Horta (the “Vendors”) in respect to a property known as the Algarrobo. Under the terms of the Option Agreement Mid Americas has the right to acquire 75% of certain mining concessions in Chile from the Vendors in consideration for cash payments. On July 27, 2012 Mid Americas entered into Amendment Number 1 to the Original Property Agreement, and on September 27, 2012, Mid Americas entered into Amendment Number 2 to the Original Property Agreement (the “Amendments”).

On October 15, 2012, the Company entered into an assignment agreement with Mid Americas (the “Assignment Agreement”). Under the terms of the assignment agreement the Company was to be assigned all of the rights under the Option Agreement between Mid Americas Corp and Gunter Stromberger and Elsa Dorila Durate Horta (the “Vendors”). On January 21, 2013 the Company and Mid Americas determined to renegotiate the Assignment Agreement in favor of a share exchange agreement which would supersede any previous agreements.

On February 22, 2013, the Company closed a voluntary Share Exchange Agreement among the Company, Mid Americas, and the stockholders of Mid Americas whereby Mid Americas became a wholly owned subsidiary of the Company. (ref: Note 3 – Business combination)

The Company’s wholly owned subsidiary has the following obligations under the Option Agreement:

(i)	$950,000 cash payments through to October 15, 2012 which have been paid
(ii)	$250,000 cash payment on November 30, 2012, which has been paid
(iii)	$750,000 cash payment on or before June 30, 2013
(iv)	$750,000 cash payment on or before June 30, 2014
(v)	$5,000,000 cash payment to be made from net proceeds of Production.

Further, the agreement calls for Mid Americas to incur expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date, October 1, 2012, as well as certain additional obligations, as follows:

Section 3.4

(i)	$10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 180 days from the Effective Date to be fully expended within eighteen (18) months of the Effective Date. (March 30, 2013);

(ii)	$10,000,000 to be expended on or before three years from the Effective Date (October 1, 2015);

(iii)	until the Option is earned retain the services of Gunter Stromberger at a fee of $25,000 per month, which fee shall commence with the commencement of operations on the mining concessions by the Company.

All sums paid to the Optionors under Section 3.2 shall be expressly understood to be Expenditures under Section 3.4 which the Optionee must incur pursuant to said Section in order to maintain in force and exercise the Option.

F-10

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 4 – Mineral Property Agreements: (continued)

A total of $1,365,090 has been paid pursuant to the Option Agreement to date, of which amount $951,000 was remitted by Mid Americas and $414,090 by the Company. Of amounts remitted by the Company $250,000 related to cash payments required under Section 3.2 to meet certain payment obligations, with a further $164,090 expended for geologist, analysis and consultancy fees. As of March 31, 2013, the Company has recorded $1,365,090 as exploration expenses, all of which amount is allocated to the total expenditure requirement in Section 3.4(a)(i) of $10,000,000.

Effective March 30, 2013 there was a default on the obligation under Section 3.4 of the Option Agreement whereby Mid Americas was required to place certain funds in trust for exploration expenditures, which amount as at the date of the default would have been $8,634,910.

On May 27, 2013, Swingplane Ventures, Inc. (the “Company”) negotiated an extension on the notice of Default that was filed pursuant to an Option Agreement and amendments thereto with it’s wholly owned subsidiary, Mid Americas Corp. Under the terms of the extension agreement, the Company was required to pay approximately $55,000 in property maintenance fees on or before June 15, 2013. Under the extenstion agreement the Optionors agreed to evaluate Swingplane’s proposal to renegotiate the existing Option Agreements and the amendements thereto at such time as the Optionees, in attendance with potential joint venture partners, attend at the property on or about June 7, 2013.

Mid Americas Corp. caused the payment in trust to its Chilean legal counsel on June 5, 2013 to pay the property taxes to be paid prior to June 15, 2013, subject to the renegotiation.

On June 7, 2013, management and the potential joint venture partner met with the Optionors and spent two days undertaking a property visit.

At the end of the property visit, the potential joint venture partner proposed to Mid Americas Corp. and the Optionors a joint venture whereby they would undertake a joint venture to earn 65% of the project by way of funding the property, in phases as warranted, through to a feasibility study. They proposed to undertake mapping, sampling and drilling programs to determine if a mine plan could be executed. They further proposed that upon determination to proceed to construction of a mine, they would fund construction and would carry the Optionor and Mid Americas Corp. to be repaid from production. The exploration program proposed was estimated to be a four year program.

The Optionors requested payment of $500,000 by July 1, 2013 in order to enter into a renegotiated agreement. Mid Americas Corp. had no ability to raise the $500,000 by July 1, 2013 and the joint venture partner advised they would not pay any up front funds, other than property tax payments and any payments required to keep the property in good standing, to the Optionors.

Therefore, the Company determined that it would not be advisable to pay the property tax payment on June 15, 2013 as it would not be able to raise the required $500,000 by that date. On June 15, 2013, when the property tax payment was not paid, the Company had breeched the payment as required for the extension of the option and therefore Mid Americas Corp. and the Company have no further rights or interest in or to the Algarobbo property.

F-11

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 4 – Mineral Property Agreements (continued):

b) MEX Agreement:

On November 11, 2013, effective November 7, 2013, the Company entered into an assignment and acquisition agreement with Mineralmex Corp. (MEX), whereby MEX has agreed to grant to the Company the sole and exclusive option to acquire all of MEX’s right, title and interest in an acquisition agreement to acquire a 100% interest in certain mining concessions in Mexico. In consideration of the transfer of the rights to the Property by MEX, the Company is required to:

	(i)	obtain shareholder approval on or before November 15, 2013 for an increase in the authorized common stock of the Company;
	(ii)	amend the voting rights of the Series A Preferred Stock such that each share of Series A Preferred stock shall carry 200 votes for each share of Series A Preferred Stock issued;
	(iii)	divest itself of the shares of Mid Americas Corp. in exchange for the return of the current issued and outstanding shares of Series A Preferred Stock for cancellation and return to treasury;
	(iv)	issue a total of 2,500,000 shares of Series A Preferred stock of Swingplane to MEX subsequent to Item (ii) and Item (iii) of this Section 3.2 being undertaken;
	(v)	the settlement of the outstanding loans payable by way of the issuance of such number of shares of the common stock of Swingplane at no less than $0.05 per share.

Further, the Company has agreed to undertake a rights offering or to file a registration statement with the requisite regulatory authorities to raise up to $1,000,000 by way of the sale of up to 100,000,000 shares of the common stock of the Company.

During the period covered by these financial statements the Company received both board and shareholder approval for the increase in authorized capital,to amend the voting rights of the Series A Preferred Stock. Further, the Company received consent and agreement from the Preferred Stockholders to cancel the shares of Series A Preferred stock currently held by then and return those shares to treasury in return for which they will receive the shares of Mid Americas Corp. The Company also negotiated the debt settlement to settle the outstanding loan in the amount of $725,000 plus accrued interest for the issuance of 15,883,013 shares of the common stock of the Company. As at December 31, 2013, the Series A Preferred Shares remain with legal counsel awaiting instruction from the Company for cancellation and therefore Mid Americas Corp remains a wholly owned subsidiary until this action is undertaken. The debt settlement shares had not been issued as of December 31, 2013.

The Company is awaiting certain confirmations required from MEX in regard to property title and transfer in order to close the agreement with MEX. The Company continues to work with MEX to undertake the required actions in order to finalize its rights to the assignment of the rights granted to Mex. If it is successful in finalizing the assignment agreement then the Company will assume the following obligations of MEX under their acquisition agreement in order to finalize the acquisition of the Company holding the mining concessions:

(a)	expend $100,000 within 180 days of the granting of exploitation permits for the property;

(b)	pay to the property owner the amount of $250,000 by way of a 10% gross override (“GOR”) commencing within 90 days of the first production sales and continuing until the total amount of $250,000 is paid;

(c)	Upon payment of the required funds under the GOR, grant to the property owner a 3% Net Smelter Royalty (“NSR”) to be paid from production.

The property owner is required to transfer the shares of the company holding the mining concessions upon the cumulative payment of $50,000 from production under (b) above however, the property owner shall have a lien on the shares of the Mexican company until such time as the payments under (a) (b) and (c) above have been met.

F-12

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 4 – Mineral Property Agreements (continued):

b) MEX Agreement (continued):

The property owner has agreed to grant the irrevocable right to purchase the NSR or any portion thereof for a payment of up to $1,000,000 which shall be allocated proportionately to the purchase (ie: $333,333 shall purchase 1% of the NSR or any combination thereof, based on the stated formula. This Right to Purchase shall be for a period of 3 (three) years from the initial payment of the GOR and shall terminate at the end of the third year and there shall be no further right to purchase thereafter.

Note 5 – Prepaid expenses:

The following table provides detail of the Company’s prepaid expenses as of December 31, 2013 and June 30, 2013:

	December 31, 2013		June 30, 2013
Prepaid news dissemination fees	$	720	$	955
Prepaid legal fees		3,988		4,474
	$	4,708	$	5,429

Note 6 – Short term loans:

During the fiscal year ended June 30, 2013, the Company received a series of loans in the cumulative amount of $725,000 from an unrelated third party lender. The loans were unsecured, extend for a term of one year from the date the funds are received, and bear interest at 10% per annum, payable on maturity.

On November 22, 2013, the Company executed a debt settlement and subscription agreement (the “Agreement”) with aforementioned unrelated third party lender. Under the agreement, the Company is indebted to lender in the aggregate amount of US$794,150 including principal and unpaid interest to November 22, 2013( “Outstanding Amount”); the lender has agreed to accept 15,883,013 shares of the Company’s common stock at a price of US$0.05 per share in full and final settlement of the Outstanding Amount. The shares were not issued as at the six month period ended December 31, 2013 and are recorded on the Company’s balance sheet as Stock Payable.

	October 1 to		October 1 to		July 1 to		July 1 to
	November 22,		December 31,		November 22,		December 31,
	2013		2012		2013		2012
Interest expenses	$	10,527	$	-	$	28,801	$	-

Note 7 – Related party transactions:

On August 22, 2012, Michel Voyer, the then 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 funds used for this share purchase were Mr. Voyer’s personal funds. Upon conclusion of the transaction Mr. Voyer controlled 74.1% of the Company’s issued and outstanding common stock which effected a change in control of the Company. Mr. Voyer subsequently transferred a total of 2,500,000 to Johannes Lindorfer, who was a director of the Company.

F-13

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 7 – Related party transactions (continued):

Effective October 1, 2012, we entered into a consulting agreement with our sole officer, Mr. Michel Voyer, for the payment of consulting fees in the amount of $10,000 per month plus expenses. Mr. Voyer agreed to draw $5,000 per month and accrue the balance of the fees until such time as the Company can complete its financing. Mr. Voyer resigned as the officer and director of the Company on February 25, 2013. During the year ended June 30, 2013, Mr. Voyer invoiced a total of $54,190.74, under his contract; $50,000 as consulting fees and $4,190.74 in reimbursable expenses. At June 30, 2013 a total of $25,100 remained due and payable.

On November 2, 2012, Mr. Voyer returned a total of 337,500,000 shares of the Company’s common stock in respect to the terms of an assignment agreement. On February 25, 2013, pursuant to the terms of the Share Exchange Agreement, Mr. Michel Voyer resigned as President, Chief Executive Officer, Chief Financial Officer Secretary, Treasurer of the Company. (ref Note 3 – Business combination)

On November 14, 2012, Mr. Lindorfer, an officer director of the Company was paid $5,000 in respect of services provided in preparation of a geological report for the Company with respect to the Algarrobo property. On June 13, 2013, Mr. Johannes Lindorfer tendered his resignation as a director of the Company but remains a shareholder of the Company.

The Company’s President and Chief Financial Officer, Mr. Carlos de la Torre personally holds 10,000,000 shares of the Company’s common stock, and is also the sole officer and director of Toucan Tropical Consulting Ltd. which holds a total of 3,250,000 shares of the Company’s preferred stock convertible into 162,500,000 shares of common stock, collectively controlling 69.1% of the votes, and as such are the controlling stockholders of the Company.

Mr. De la Torre entered into a management agreement with the Company, whereby Mr. De la Torre would receive $10,000 per month as management fees, plus any out of pocket expenses. He has agreed to reduce his fees to $2,500 per month effective May 1, 2013 and on a go forward basis until such time as the Company has funded the project. During the six months period ended December 31, 2013, Mr. Torre invoiced the Company $15,000, in management fees. The Company made cash payments of $2,500, leaving $17,500 due and payable to Mr. Torre as of December 31, 2013 ($5,000 - June 30, 2013).

During the six month period ended December 31, 2013 Mr. De la Torre advanced $25,000 to the Company for ongoing working capital obligations. The advance is on demand and bears no interest.

Note 8 – Issuance of shares:

On February 8, 2013, the Company filed a certificate of designation with the State of Nevada whereby they designated of the series of 5,000,000 shares of Preferred Stock, as the Series A Preferred Stock. (the “Series A Preferred Stock”). The Series A Preferred Stock is entitled to a preference over all of the shares of common stock (the “Common Stock”) of the Corporation and shall rank pari passu with any other series of the Corporation’s Preferred Stock, with respect to the distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs. The holders of Series A Preferred Stock shall not be entitled to receive any dividends.

On February 22, 2013, we closed a Share Exchange Agreement among the Company, Mid Americas, and the stockholders of Mid Americas. (ref: Note 3 – Business combination).

Under the terms of the Share Exchange Agreement, we issued a total of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the stockholders of Mid Americas in exchange for 100% of the issued and outstanding capital stock of Mid Americas. All outstanding shares have been restated to reflect the effect of the business combination.

F-14

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 8 – Issuance of shares (continued):

The preferred stock is convertible into shares of common stock of the Company on the basis of 50 shares of common stock for each 1 share of preferred stock. Further, the preferred stock carries voting rights of 100 shares per each share of preferred stock.

On November 22, 2013, the Company executed a debt settlement and subscription agreement (the “Agreement”) with above unrelated third party lender (Ref Note 6 – short term loans). Under the agreement, the Company will issue15,888,013 shares of the Company’s common stock at a price of US$0.05 per share in full and final settlement of aggregate amount of US$794,150. The shares were not issued as of December 31, 2013 and are recorded as stock payable on the Company’s balance sheets.

As at December 31, 2013 and June 30, 2013, the Company had a total of 235,000,000 shares of common stock and 5,000,000 preferred shares issued and outstanding.

Note 9 – Provision for Income Taxes:

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated during the period from April 23, 2012 (date of inception) through December 31, 2013 of approximately $1,760,956, will begin to expire in 2032. The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $598,700 at December 31, 2013. For the six month periods ended December 31, 2013 and 2012, the valuation allowance increased by approximately $37,000 and $127,840, respectively.

The Company has no tax positions at December 31, 2013, or June 30, 2013, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.

The tax returns for the years ended June 30, 2012 and 2013 are subject to examination by the Internal Revenue Service.

Note 10 - New accounting pronouncements:

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company.

Note 11 – Subsequent events:

On February 11, 2014, we issued the 15,883,013 shares pursuant to the debt settlement agreement more particularly described in Note 6 above.

We have evaluated subsequent events through February 14, 2014 and have determined that other than as disclosed herein there are no other subsequent events after December 31, 2013 for which disclosure is required.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, 2013, as filed with the Securities and Exchange Commission on October 15, 2013, along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Swingplane Ventures, Inc.

Business of the Company:

We are currently a natural resource exploration stage company in the business of acquiring, exploring, and if warranted and feasible, developing natural resource assets.

We currently have one wholly owned subsidiary, Mid Americas Corp. which was acquired by way of a share exchange agreement executed in February 2013. However, as Mid Americas Corp. no longer holds any mining assets and the Company is currently in negotiation with a project based in Mexico and has signed an assignment agreement on November 11, 2013. In order to finalize the assignment agreement and acquire the Mexican project the Company is required to undertake a number of transactions, one of which is the divestiture of Mid Americas. The Company, if it gets the required consent for restructure from the existing shareholders who received shares for the acquisition of Mid Americas will undertake the Mexican project through a Mexican based subsidiary.

We are currently a defined as a shell company pursuant to the Exchange Act Rule 12b-2. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:

(1) No or nominal operations; and

(2) Either:

(i) no or nominal assets;

(ii) assets consisting solely of cash and cash equivalents; or

(iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

This means that under the revised Rule 144(i), no shareholder can utilize the Rule 144 exemption from registration to sell his shares if the issuer is a shell company unless the Company has met the requirements to cure its shell status under Rule 144(i)(2).

To “cure” its shell status under Rule 144(i) (2), the Company must meet the following requirements:

is no longer a shell company as defined in Rule 144(i)(1);

has filed all reports (other than Form 8-K reports) required under the Securities Exchange Act of 1934 for the preceding 12 months (or for a shorter period that the issuer was required to file such reports and materials); and

has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1), and at least one year has elapsed since the issuer filed that information with the SEC.

Rule 144 is the exclusive means, absent registration, by which affiliates of an issuer as well as holders of “restricted” stock (i.e., stock received in an unregistered private placement or an equivalent transaction) may effect public sales of their stock. Without the ability to utilize the Rule 144 exemption, current and prospective holders of restricted stock are stuck with an illiquid investment for at least one year from the date the Company files current “Form 10 information” with the SEC unless the Company undertakes the process of filing a resale registration statement with the SEC. This prolonged period of illiquidity may repel investors, and, therefore the Company may face difficulties raising capital in the equity markets until such time as the Company can file a registration statement or cure the shell status.

The Company is currently focused exclusively on the acquisition and development of mineral resource properties. On June 15, 2013, Mid Americas, the wholly owned subsidiary of the Company lost its interest by a default of the Option Agreement for certain mining concessions in Chile. On November 11, 2013, effective November 7, 2013, the Company entered into an agreement whereby is has the rights to acquire a Mexican company holding certain mining concessions in Mexico. The Company has been working to finalize the acquisition agreement to acquire the mining concessions in Mexico. Delays have been due to the filing of certain documents with the Mexican government to perfect the interest in the mining concessions. The Company expects to be able to finalize the acquisition before March 31, 2014.

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

RESULTS OF OPERATIONS

Three Month Period Ended December 31, 2013 Compared to Three Month Period Ended December 31, 2012

We generated no revenue for the three month periods ended December 31, 2013 and December 31, 2012, respectively.

During the three month period ended December 31, 2013, we incurred operating losses of $28,096 as compared to operating losses of $376,000 during the three month period ended December 31, 2012, a decrease of $347,904. The significant decrease in operating expenses is due to the fact that Mid Americas had no expenditures during the three months ended December 31, 2013 compared to $376,000 expenditures during the three months ended December 31, 2012 as the Company has no current assets and no operations.

During the period ended December 31, 2013 we incurred professional fees of $7,418 (2012: Nil), consulting fees of $4,685 (2012: Nil), legal fees of $894 (2012-Nil), management fees of $7,500 (2012: Nil) and general and administrative expenses of $7,599 (2012: Nil). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, and marketing costs. Professional fees include accounting and tax service fees. These increases in expenses were offset by exploration expenses for the three months ended December 31, 2012 in the amount of $376,000 with no comparable expense for the three months ended December 31, 2013, which accounts for the substantial decrease in operating expenses period over period.

During the three month period ended December 31, 2013 we incurred a net loss of $38,623 as compared to a net loss of $376,000 in the same period ended December 31, 2012. Of this amount, the loss from operations for the three months ended December 31, 2013 totaled $28,096 as compared to $376,000 for the three months ended December 31, 2012. Other expenses included in the net loss for the three months ended December 31, 2013 relate to interest expenses in the amount of $10,527 with no comparable expense for the three months ended December 31, 2012.

Six Month Period ended December 31, 2013 Compared to Six Month Period Ended December 31, 2012

We generated no revenue for the three month periods ended December 31, 2013 and 2012, respectively.

During the six month period ended December 31, 2013, we incurred operating losses of $80,162 as compared to operating losses of $376,000 during the six month period ended December 31, 2012, a decrease of $295,838.

During the period ended December 31, 2013 we incurred professional fees of $10,913 (2012: Nil), consulting fees of $15,250 (2012: Nil), management fees of $15,000 (2012: Nil) and general and administrative expenses of $15,245 (2012: Nil) and legal fees of $4,947 (2012- Nil). These increases in expenses were offset by exploration expenses for the six months ended December 31, 2012 in the amount of $376,000 with no comparable expense for the six months ended December 31, 2013, which accounts for the substantial decrease in operating expenses period over period.

During the six month period ended December 31, 2013 we incurred a net loss of $108,963 as compared to a net loss of $376,000 in the same period ended December 31, 2012. Of this amount, the loss from operations for the six months ended December 31, 2013 totaled $80,162 as compared to $376,000 for the six months ended December 31, 2012. Other expenses included in the net loss for the six months ended December 31, 2013 relate to interest expenses in the amount of $28,801 with no comparable expense for the six months ended December 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Our assets and working capital remained relatively constant for the six months ended December 31, 2013 as compared to our fiscal year ended June 30, 2013. As of December 31, 2013, our current assets were $5,116 as compared to $8,153 as at June 30, 2013. However, we had a substantial reduction in current liabilities from $923,684 at June 30, 2013 to $235,460 at December 31, 2013. This decrease was due to a debt settlement negotiated with a creditor which reduce our liabilities by $725,000 in short term loans and $40,349 in accrued interest as at June 30, 2013. We had a working capital deficit of $230,344 as at December 31, 2013 as compared to deficit of working capital of $915,531 as at June 30, 2013.

As of the date of this Quarterly Report, we have yet to generate any revenues from our business operations and we do not expect to generate any revenues in the near future.

We estimate that in the next twelve months we will require a minimum of $500,000 of which we will expend approximately $100,000 for operations and $400,000 as required with respect to mining projects. It is anticipated that the transaction whereby we acquire the option on the mineral concessions will result in a business combination which will be treated as a reverse merger and recapitalization for accounting purposes.

We are an exploration stage company and are in the early stages of developing our business plan. As of the date of this report, we have not generated any revenues and are just commencing operations under our new business initiative. As a result, we have generated operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to undertake our business plan. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

We cannot sustain our operations from existing working capital as we have not generated any revenues and there can be no assurance at this time that we can generate significant revenues from operations.

We will require additional working capital, as we currently have inadequate capital to fund our business strategies, which could severely limit our operations. We currently have no cash with which to continue operations and are dependent on debt and equity investments. There can be no assurance that any additional financing will be available or accessible on reasonable terms, either by way of an equity financing or debt. If we cannot raise any additional funding we may either have to suspend operations until we do raise the cash, or cease operations entirely.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are responsible for conducting 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 Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2013, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2013 was not effective for the reason described herein.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2013.

Management believes that the material weakness set forth above did not have an effect on our financial results.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This quarterly report does not include an attestation report of the company’s 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 temporary rules of the Securities and Exchange Commission that permit the company to provide on management’s report on this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 11, 2014, the Company issued a total of 15,883,013 shares of common stock at a deemed price of $0.05 per share pursuant to a debt settlement with one creditor to settle outstanding loans plus accrued interest in the amount of $794,150.68.

Exemption From Registration. The shares of common stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Regulation S of the Securities Act of 1933, as amended, (“Securities Act”), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

Other than as disclosed above, there were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report:

Exhibit Number	Description
2.1	Executed Share Exchange Agreement, including all Schedules and Disclosure Statements by and between the Company, Mid Americas Corp., and the stockholders of Mid Americas Corp. dated February 22, 2013	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on August 9, 2013.
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	Certificate of Amendment – Increase in Authorized Shares	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 2013
3.3	Bylaws	Incorporated by reference to our Form S-1/A registration statement filed with the Securities and Exchange Commission on August 18, 2010
4.1	Certificate of Designation – Preferred Stock	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 25, 2013
10.1	Executed Assignment Agreement between the Company and Mid Americas Corp., dated October 15, 2012	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 10, 2013
10.2	Executed Option Agreement by and between Mid Americas Corp. and Gunter Stromber and Elsa Dorila Durate Horta, dated April 23, 2012	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 10, 2013
10.3	Executed Amendment No. 1 to Option Agreement, dated July 27, 2012	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 10, 2013
10.4	Executed Amendment No. 2 to Option Agreement, dated September 27, 2012	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 10, 2013
10.5	Executed Consulting Agreement with Michel Voyer, dated October 1, 2012	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on May 10, 2013
10.6	Letter of Extension between Optionors, the Company and Mid Americas	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on May 31, 2013
10.7	Loan Agreement between Mid Americas Corp and Gold Source International Ltd.	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on August 9, 2013.
10.8	Consulting Agreement between Swingplane Ventures Inc. and Carlos De la Torre	Incorporated by reference to our Form 8-K/A filed with the Securities and Exchange Commission on August 9, 2013.
10.9	Assignment and Acquisition Agreement between the Company and Mineralmex Corp.	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013.
10.10	Debt Settlement Agreement and Subscription Agreement between the Company and Shan Kwong Hing Holdings Limited	Filed herewith
21	List of Subsidiaries	Mid Americas Corp., a corporation incorporated under the laws of the country of Belize
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	Certification of Chief Executive Officer and Chief Financial Officer 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

SIGNATURES

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


	SWINGPLANE VENTURES, INC.

Date: February 19, 2014	By:	/s/ Carlos De la Torre
		Carlos De la Torre
		Chief Executive Officer (Principal Executive Officer), Secretary, and Director

Date: February 19, 2014	By:	/s/ Dimitrios Trikeriotis
		Dimitrios Trikeriotis
		Chief Financial Officer (Principal Financial Officer), Treasurer, and Director

Swingplane Ventures, Inc. 10-Q