10-Q/A

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q/A

(Amendment No, 1)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended March 31, 2012

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

For the transition period from _____ to _____

Commission File No. 0-54375

PANAM TERRA, INC. (Name of Registrant in its Charter)
Nevada	20-2609195
(State of Other Jurisdiction of incorporation or organization)	(I.R.S.) Employer I.D. No.)
900 Biscayne Blvd., Suite 3307, Miami, FL 33132
(Address of Principal Executive Offices)

Issuer's Telephone Number: 305-610-8000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [    ]    No [X]  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes [X]    No [    ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  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. (Check One)  

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company      [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

January 17, 2013

Common Voting Stock: 8,512,681

AMENDMENT NO. 1:  EXPLANATORY NOTE

This amendment is being filed in order to include complete interactive data files.  The interactive data files included in the original filing were corrupted in transmission.

 PART II   -   OTHER INFORMATION

Item 6.              Exhibits

31.1	Rule 13a-14(a) Certification - CEO
31.2	Rule 13a-14(a) Certification - CFO
32	Rule 13a-14(b) Certification
101 INS	XBRL Instance
101 SCH	XBRL Schema
101 CAL	XBRL Calculation
101 DEF	XBRL Definition
101 LAB	XBRL Label
101 PRE	XBRL Presentation

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.

	PANAM TERRA, INC.
Date: January 18, 2013	By: /s/ Steven J. Ross
	Steven J. Ross, Chief Executive Officer
	By: /s/ Angel Lana
	Angel Lana, Chief Financial Officer, Chief Accounting Officer

EX-31.1

EXHIBIT 31.1: Rule 13a-14(a) Certification

I, Steven J. Ross, certify that:

1.           I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of PanAm Terra, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informa­tion relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 18, 2013	/s/ Steven J. Ross
	Steven J. Ross
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2: Rule 13a-14(a) Certification

I, Angel Lana, certify that:

1.           I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of PanAm Terra, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informa­tion relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 18, 2013	/s/ Angel Lana
	Angel Lana
	Chief Financial Officer

EX-32.2

EXHIBIT 32: Rule 13a-14(b) Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of PanAm Terra, Inc. (the “Company”) certify that:

1.           The Quarterly Report on Form 10-Q/A (Amendment No. 1) of the Company for the quarter ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 18, 2013  /s/ Steven J. Ross

Steven J. Ross, Chief Executive Officer

January 18, 2013 /s/ Angel Lana

Angel Lana, Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Note 3: Due From Related Party

3 Months Ended

Mar. 31, 2012

Notes

Note 3: Due From Related Party

NOTE 3 – DUE FROM RELATED PARTY

The Company, while in the process of paying a $1,048 vendor bill in 2011, inadvertently paid a related party instead of the intended vendor. Subsequent to March 31, 2012, the related party refunded to the Company the full amount of the erroneous payment.   

XML

Note 2 - Going Concern

3 Months Ended

Mar. 31, 2012

Notes

Note 2 - Going Concern

NOTE 2 – GOING CONCERN

The Company is not currently generating any revenues and is incurring losses. The existence of negative cash flows from operations raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to finance the Company’s operating cash flow requirements through the issuance of equity and debt securities. However, there can be no assurances that management will be successful in raising sufficient capital to meet its budgetary cash flow requirements. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and to obtain the necessary financing to execute its business plan and pay its liabilities arising from normal business operations.

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations. The financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern.

XML

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
Cash	$ 73,666	$ 92,770
Due from Related Party	1,048	1,048
Prepaid Expenses		1,116
Total Current Assets	74,714	94,934
Security Deposit	1,346	1,346
TOTAL ASSETS	76,060	96,280
Accounts Payable and Accrued Expenses	165,299	137,978
Notes Payable		57,274
Total Current Liabilities	165,299	195,252
Notes Payable	58,595	0
Total Liabilities	223,894	195,252
Common stock, $0.001 par value, 500,000,000 shares authorized, 5,522,681 and 5,522,681 shares issued and outstanding, respectively	5,523	5,523
Common stock issuable, $0.001 par value, 777,107 and 770,458 shares, respectively	777	770
Additional Paid-in Capital	1,825,677	1,825,322
Accumulated Deficit	(1,548,855)	(1,548,855)
Deficit Accumulated During the Development Stage	(430,956)	(381,732)
Total Shareholders' Deficit	(147,834)	(98,972)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 76,060	$ 96,280

XML

Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended		61 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Net loss	$ (49,224)	$ (76,088)	$ (430,956)
Gain on dissolution of subsidiary		(60,932)	(60,932)
Gain on extinguishment of debt		(156)	(156)
Loss on extinguishment of debt		79,738	79,738
Common stock issued or to be issued for services	362	13,892	46,627
Increase in due from related party		(45,502)	(1,048)
Decrease in prepaid expenses	1,116	1,124
Increase in security deposit			(1,346)
Increase in accounts payable and accrued expenses	28,642	12,927	246,739
Net Cash Used by Operating Activities	(19,104)	(74,997)	(121,334)
Advances from shareholder		4,997
Proceeds from sale of common stock		70,000	170,000
Note payable proceeds			25,000
Net Cash Provided by Financing Activities		74,997	195,000
NET INCREASE (DECREASE) IN CASH	(19,104)		73,666
CASH AT BEGINNING OF PERIOD	92,770
CASH AT END OF PERIOD	73,666		73,666
Issuance of common stock for settlement of debt with related party		60,000
Reduction of note payable on issuance of beneficial conversion feature		$ 80,279

XML

Note 1: Nature of Business and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Notes

Note 1: Nature of Business and Summary of Significant Accounting Policies

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

PanAm Terra, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on October 9, 2001. The Company’s incorporation name was Bellweather Corporation. The Company did not conduct any significant operations until December 15, 2004 when the Company acquired 100% of the outstanding common stock of Ascentia Biomedical Technologies, Inc. (“ABTI”), at which time the Company changed its name to Ascentia Biomedical Corporation. Upon completion of the merger with ABTI, the Company’s original shareholders owned only 20.2% of the post-merger outstanding common shares. Accordingly, the transaction was accounted for as a “reverse merger” whereby the Company was treated as the accounting acquiree and ABTI as the accounting acquirer. ABTI was in the business of pharmaceutical and biomedical research. However, by the third quarter of year 2006 the operations of ABTI had ceased. On March 16, 2011, ABTI was dissolved. See Note 10.

On December 13, 2006, the Company amended its articles of incorporation to change its name to Duncan Technology Group. On April 14, 2011, the Company amended its articles of incorporation to change its name to PanAm Terra, Inc.

On November 3, 2006, the Company acquired 100% of the common and preferred stock of Fortress Technology Systems, Inc. (“Fortress”) in a transaction accounted for as a “reverse merger”. The Company agreed to issue 2,545,310 common shares and 8,000,000 preferred shares in the share exchange agreement. The Company issued the 2,545,310 common shares on May 18, 2011. In December, 2007, Fortress agreed that the 8,000,000 preferred shares would not be part of the acquisition consideration.

Fortress was an operating, revenue generating company conducting business through its wholly-owned subsidiary, Zephyr Communications, Inc. (“Zephyr”). Zephyr primarily sold, installed and maintained a proprietary secure cable infrastructure system. On February 15, 2007, Fortress and Zephyr were “spun-off” to a foreign entity in which the Company’s CEO was a director. At the time of the spin-off, the liabilities of Fortress and its wholly-owned subsidiary exceeded their combined assets by $1,157,436. The Company did not receive any other compensation as part of the spin-off; accordingly, the Company recorded the elimination of the net liabilities of $1,157,436 from its consolidated financial statements as a capital contribution.

Since the February 15, 2007 spin-off, the Company has not conducted any significant operations and has not generated any operating revenue. Accordingly, the consolidated financial statements indicate that as of February 15, 2007 the Company is considered a development stage enterprise.

The Company plans to be a real estate land owning entity with the primary purpose of acquiring, leasing and controlling farm land in Latin America. Initially the Company will focus its efforts in the countries of Argentina, Brazil, and Uruguay. The business model being pursued is to acquire farmland currently producing net positive cash flows from crops such as soybeans, corn, rice and grains which are readily exportable to countries with significant demand for agricultural products.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ABTI. All significant intercompany accounts and transactions have been eliminated.

CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

USE OF ESTIMATES AND BASIS OF PRESENTATION

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with the Company’s Form 10 Registration Statement. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s consolidated balance sheets, operating results, changes in shareholders’ deficit, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

DEVELOPMENT STAGE COMPANY

The Company is a development stage enterprise as defined by ASC 915-10, “Development Stage Entities”. The development stage commenced on February 15, 2007, the date the Company’s operating subsidiary was spun-off. Accordingly, the financial statements reflect all losses accumulated since February 15, 2007 as incurred during the Company’s development stage activities.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at historical cost which consists of the purchase price and any costs directly attributable to the acquisition. Subsequent costs are included in the asset’s carrying amount only when it is probable that the asset’s useful life will be extended. Maintenance and repairs that do not extend the life of an asset are charged to expense.

Depreciation is computed using the straight-line method over the useful life of each asset. Farmland is not depreciated. The Company did not own any property and equipment as of March 31, 2012.

LONG-LIVED ASSETS

In accordance with ASC 360-10, “Property, Plant, And Equipment”, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the Company determines that the sum of the undiscounted cash flows expected from the asset’s use and eventual disposal is less than the carrying amount of the asset, an impairment charge is recorded to the extent that the carrying amount exceeds the asset’s fair value.

CONCENTRATION OF CREDIT RISK

The Company does not have any off-balance-sheet concentrations of credit risk. The Company expects cash and accounts receivable to be the two assets most likely to subject the Company to concentrations of credit risk. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company plans to minimize its accounts receivable credit risk by transacting contractual arrangements with customers that have been subjected to stringent credit evaluations and structuring the contracts in a manner that lessens inherent credit risks.

INCOME TAXES

The Company utilizes the asset and liability method to account for income taxes pursuant to ASC 740 “Income Taxes”. Deferred tax assets and liabilities 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 operating loss and tax credit carry forwards. 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. A valuation allowance is used to reduce net deferred tax assets to the amount that, based on management’s estimate, is more likely than not to be realized.

ASC 740 provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. If the Company determines that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Company determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. We do not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company classifies interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and other expense in the consolidated statements of operations.

 BASIC AND DILUTED LOSS PER SHARE

The Company has computed net loss per share in accordance with ASC 260 “Earnings per Share” which mandates that basic and diluted earnings per share “EPS” be presented on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive stock options and warrants outstanding during the period using the treasury stock method and dilutive convertible securities using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as their effect is anti-dilutive.

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

REVENUE RECOGNITION

The Company recognizes revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. The Company has not recognized any revenue since inception.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (FASB) issued a new accounting standard update (ASU No. 2011-04), which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The standard is effective for fiscal years beginning after December 15, 2011. The Company adopted this standard in the first quarter of 2012 and its implementation did not have a material impact on the Company’s financial statements and disclosures.

In June 2011, the FASB issued a new accounting standard (ASU No. 2011-05), which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. The Company adopted this standard in the first quarter of 2012 without any material impact on the financial statements.

In September 2011, FASB issued amendments to its accounting guidance on testing goodwill for impairment. The amendments allow entities to use a qualitative approach to test goodwill for impairment. This permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This guidance is effective for annual and interim goodwill impairment test performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company did not early adopt this guidance and there was no material impact to the consolidated financial statements upon adoption in the first quarter of 2012.

In December 2011, the FASB issued a new accounting standard (ASU No. 2011-11), which modifies the disclosures of offsetting assets and liabilities. The standard is effective for reporting periods beginning on or after January 1, 2013. The Company will adopt this standard in the first quarter of 2013 and does not anticipate that the implementation thereof will have a material impact on the Company’s consolidated financial statements.

XML

Condensed Consolidated Balance Sheets Parenthetical (USD $)	Mar. 31, 2012	Dec. 31, 2011
Common stock par value	$ 0	$ 0
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	5,522,681	5,522,681
Common stock shares outstanding	5,522,681	5,522,681
Common stock issuable shares	777,107	770,458

XML

Note 11 - Subsequent Events

3 Months Ended

Mar. 31, 2012

Notes

Note 11 - Subsequent Events

NOTE 11 – SUBSEQUENT EVENTS

Effective June 18, 2012, the Company granted a total of 100,000 common shares of stock to two directors for services rendered through said date.

Effective July 6, 2012, the Company terminated the March 1, 2011 CEO employment agreement. The terms of the terminated agreement are disclosed in Note 8.

Effective July 6, 2012, the Company entered into an advisory agreement with an entity related to the terminated CEO, the terms of which are disclosed in Note 8.

Effective July 6 2012, the Company entered into an employment agreement with its new President/CEO. The terms of the employment agreement are disclosed in Note 8.

In July, 2012, the Company sold 300,000 shares of common stock for $150,000 cash.

In September, 2012, the convertible notes referred to in Note 4 were modified to extend the maturity and note conversion deadline dates until September, 2015.

On December 11, 2012, the Company issued for cash a $25,000 “on demand convertible note” bearing interest at 10% per annum. The note gives the holder the right to convert, within the two year maturity date of December 11, 2014, the note and any accrued interest in exchange for 300,000 common shares.  

On December 13, 2012, the Company sold 40,000 shares of common stock for $10,000 cash.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Jan. 17, 2013
Document and Entity Information
Entity Registrant Name	PANAM TERRA, INC.
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001518964
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		8,512,681
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		61 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
REVENUES
Payroll costs	34,035	20,146	178,293
Other and administrative	9,024	5,676	49,784
Legal and accounting fees	4,030	12,619	59,355
Travel	452	13,776	24,651
Directors fees	362	4,372	5,827
Consulting fees			88,156
Total Expenses	47,903	56,589	406,066
LOSS FROM OPERATIONS	(47,903)	(56,589)	(406,066)
Gain on dissolution of subsidiary		60,932	60,932
Gain on extinguishment of debt		156	156
Interest expense	(1,321)	(849)	(6,240)
Loss on extinguishment of debt		(79,738)	(79,738)
Total Other Income (Expense)	(1,321)	(19,499)	(24,890)
NET LOSS	$ (49,224)	$ (76,088)	$ (430,956)
LOSS PER SHARE - BASIC AND DILUTED	$ (0.01)	$ (0.02)
WEIGHTED AVERAGE OUTSTANDING SHARES BASIC AND DILUTED	6,295,427	4,045,326

XML

Note 6 - Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2012

Notes

Note 6 - Fair Value of Financial Instruments

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of March 31, 2012, the Company’s financial instruments consist principally of due from related party, accounts payable and accrued expenses, and two term notes payable. The recorded value of the Company’s due from related party, accounts payable and accrued expenses; approximates their current fair values due to the relatively short-term settlement period of these instruments. The fair value of the convertible notes is based on the cash value received for the private offering sale of common stock on December 16, 2011 ($0.20 per share) as no sales of common stock have occurred subsequent to said date and as of March 31, 2012. Accordingly, the fair value as of March 31, 2012 of the $25,000 note is $387,057 and the fair value of the $28,000 note is $94,641.

XML

Note 5 - Stock Option Plan

3 Months Ended

Mar. 31, 2012

Notes

Note 5 - Stock Option Plan

NOTE 5 – STOCK OPTION PLAN

In year 2004 and effective for year 2005, the Company’s Board of Directors adopted the Company’s “2005 Combined Incentive and Non-Qualified Stock Option Plan” (Plan). The maximum aggregate number of common shares that may be subject to option and sold under the Plan is twenty thousand (20,000) shares. The Board of Directors or a Committee appointed by the Board shall administer the Plan. The Plan became effective upon its adoption by the Board and shall continue in effect for a term of ten (10) years unless sooner terminated by the Board. The term of each option shall not exceed more than ten (10) years from the grant date. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall not exceed five (5) years from the date of grant. The per share exercise price shall be subject to the following: In the case of an Incentive Stock Option (a) granted to an employee who owns more than 10% of the voting power of all classes of stock, the exercise price shall be no less than 110% of the fair market value per share on the date of grant (b) granted to any other employee, the per share exercise price shall be no less than 100% of the fair market value per share on the date of grant. In the case of a Non-statutory Stock Option, the per share exercise price shall be determined by the Plan administrator.

The Company did not have any outstanding stock options as of March 31, 2012 and December 31, 2011 respectively.

XML

Note 9 - Common Stock Activity and Reverse Stock Split

3 Months Ended

Mar. 31, 2012

Notes

Note 9 - Common Stock Activity and Reverse Stock Split

NOTE 9 - COMMON STOCK ACTIVITY AND REVERSE STOCK SPLIT

The Company’s common stock activity for the year ended December 31, 2011 and for the quarter ended March 31, 2012 is reflected below.

On May 18, 2011, the Company issued 2,545,310 shares of common stock pursuant to a “Share Exchange Agreement” dated November 7, 2006 (see Note 1).

Effective January 14, 2011, the Company entered into three separate stock subscription agreements for the private offering of common stock. The stock subscription terms stipulate that in the aggregate 1,286,638 unregistered (restricted) common shares will be issued for $70,000. The Company received $70,000 of proceeds from the sale of the common shares in January and February of year 2011. The Company issued the 1,286,638 shares on May 18, 2011.

On March 28, 2011, the Company settled a $60,000 debt obligation owed to an entity wholly owned by the Company’s chief executive officer. The Company agreed to issue 751,117 restricted shares of its common stock as consideration for the settlement of the debt. The shares were issued on May 18, 2011.

On May 18, 2011, the Company issued 80,000 shares of common stock pursuant to the terms of a March 25, 2011 agreement with two of its directors (see Note 8).

On May 18, 2011, the Company issued 2,000 shares of common stock to settle debt pursuant to an agreement on September 6, 2010. The December 31, 2010 consolidated balance sheet reflected the $2 par value of the 2,000 shares as “Common Stock Issuable”.

On October 1, 2011, the Company agreed to issue for year 2011 CFO services, 750,000 shares of common stock. See Note 8. 

On November 18, 2011, the Company sold 250,000 shares of common stock for $50,000 cash.

On November 21, 2011, the Company sold 50,000 shares of common stock for $10,000 cash.

On December 16, 2011, the Company sold 200,000 shares of common stock for $40,000 cash.

Effective April 15, 2011, the Company’s Board of Directors approved a 1 – for – 100 reverse split of its common stock. The Company’s majority shareholder voted in favor of the reverse stock split motion. Fractional shares resulting from the reverse split were rounded up to the next whole number. The consolidated financial statements have been retroactively restated to reflect share and per share data related to the reverse split for all periods presented.

XML

Note 7 - Income Taxes

3 Months Ended

Mar. 31, 2012

Notes

Note 7 - Income Taxes

NOTE 7 – INCOME TAXES

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

	2012			2011
Tax benefit of net loss at federal statutory rate		34	%		34	%
Change in valuation allowance		(34	)		(34	)
Tax benefit of net loss at effective rate		-	%		-	%

The components of the Company’s deferred tax asset are as follows as of March 31, 2012 and December 31, 2011: 

	2012			2011
Deferred Tax Asset:
Net Operating Loss Carryforward	$	392,069		$	375,465
Valuation Allowance		(392,069	)		(375,465	)
Total Net Deferred Tax Asset	$	-		$	-
Change in Valuation Allowance	$	16,604		$	89,935

The potential deferred tax asset is computed utilizing a 34% federal statutory tax rate as the states in which the Company operated had no corporate income tax. No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance the net operating loss (NOL) carryforwards will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

The increases in the 2012 and 2011 valuation allowances of $16,604 and $89,935, respectively, are solely attributable to deferred tax assets arising from the tax benefit of the NOL carryforward.

As of March 31, 2012, the Company had NOL carryforwards for income tax reporting purposes of approximately $1,153,144, which may be offset against future taxable income through year 2032.

The Company has not filed any income tax returns since inception. The Company is in the process of preparing all delinquent tax returns and we will file the tax returns upon their completion. Accordingly, all of the Company’s tax returns are subject to examination by the federal tax authorities. The states in which the Company has operated do not have any income tax filing requirements.

XML

Note 8 - Commitments

3 Months Ended

Mar. 31, 2012

Notes

Note 8 - Commitments

NOTE 8 – COMMITMENTS

Effective March 1, 2011, the Company entered into a three year employment agreement with its Chief Executive Officer (CEO). The CEO’s annual compensation shall be $120,000. The salary shall be increased to an annual rate of $200,000 if the Company receives an aggregate financing of $500,000 calculated starting October 1, 2010. Compensation may be increased by the Company in its sole discretion. For work performed in year 2011 but prior to this employment agreement, the CEO shall be paid a signing bonus of $50,000. The bonus will be payable to the CEO at the earlier of directors’ approval or upon the Company receiving aggregate financing of a minimum of $500,000 calculated starting January 1, 2011. The CEO shall be eligible for a performance bonus based upon certain objectives established by the Board of Directors. The targeted amount of the initial performance bonus is $50,000 annually. The CEO shall also be entitled to certain other fringe benefits such as insurance coverage under employee benefit plans that the Company may establish. Under certain circumstances the CEO may be entitled to a termination payment equal to twelve months of the CEO’s salary at the time of termination. The agreement subjects the CEO to certain non-interference, non-disclosure and non-competition terms. As of December 31, 2011, the CEO has not been paid any compensation and his accrued and unpaid salary of $100,000 is shown on the consolidated balance sheet in the “accounts payable and accrued expenses” category and is included in payroll costs in the consolidated statement of operations.

Subsequent to March 31, 2012, the aforementioned employment agreement was terminated; however, certain covenants therein remain in effect such as the Company’s obligation to provide health insurance to the terminated CEO and his dependents. The terminated CEO shall assume the role of Chairman of the Board of Directors. The Company shall be obligated to pay $50,000 upon the Company receiving an aggregate financing of $500,000 calculated starting October 1, 2010. In full satisfaction of all accrued obligations of the Company pursuant to the employment agreement, the Company shall be obligated to issue 750,000 common shares to an entity related to the terminated CEO.  

On March 25, 2011, the Company executed two separate “Non-Executive Letters of Appointment” with identical terms for each of the two directors named therein. Under the terms of the agreements, each director will be entitled to 40,000 shares of common stock that vested upon the execution of the agreements. Furthermore, each director will be entitled to an additional 40,000 shares that will vest ratably over three years. In addition to the granting of the aforementioned common shares, the Company will determine a directors’ fee once the Company has raised a cumulative of $1,000,000. On May 18, 2011, the Company issued 80,000 shares in the aggregate to the two directors pursuant to the terms of the agreements. The Company’s consolidated statements of operations for the quarters ended March 31, 2012 and 2011 includes directors’ fees of $362 and $4,372, respectively. As of March 31, 2012 and December 31, 2011, the directors had earned 27,107 and 20,458 common shares, respectively, that have not been issued and are reflected on the consolidated balance sheet as “common stock issuable” at par value of $27 and $20, respectively.

On October 1, 2011, effective as of January 1, 2011, the Company approved a stock compensation agreement with its chief financial officer (CFO). In exchange for CFO services during the year ending December 31, 2011, the Company is obligated to issue its CFO 750,000 restricted shares of common stock. Per the agreement, the shares were earned quarterly in 2011 as follows: (a) first quarter, 175,000 shares (b) second quarter, 200,000 shares (c) third quarter, 225,000 shares (d) fourth quarter, 150,000 shares. None of the shares have been issued. In 2012, the CFO was receiving compensation of $1,000 per month.

The shares were valued based on the average per share private placement stock price on January 14, 2011 of $0.0544 since no other stock cash sale transactions occurred prior to October 1, 2011. The consolidated statement of operations for the quarter ended March 31, 2011 includes payroll costs related to this transaction of $9,520. The March 31, 2012 and December 31, 2011 consolidated balance sheets include as “common stock issuable”, at par value of $750; the 750,000 unissued shares.

Subsequent to March 31, 2012, the Company entered into an advisory agreement with an entity related to the terminated CEO. In exchange for financial and management consulting services, the Company shall pay $5,000 monthly until the Company obtains $2,000,000 in financing (including all financing completed since October 1, 2010), thereafter, the monthly consulting fee shall be $10,000. The Company shall also issue 900,000 restricted common shares that shall vest on the first anniversary of the agreement (July 6, 2013) but said shares shall be surrendered and cancelled if the agreement is terminated prior to that date. If during the term of this agreement, the Company owns or contracts to manage farmland, and the aggregate value of said farmland (determined by the most recent purchase price) is at least $200,000,000, then the Company will issue to the consulting entity a warrant to purchase 900,000 shares of common stock at a strike price of $2 per share during the period of five years from the date of issuance. The term of the agreement is five years; however, either party may terminate the agreement with or without cause after twenty-four months or at any time if the terminated CEO ceases to be affiliated with the entity providing the advisory services.

Subsequent to March 31, 2012, the Company hired a President/CEO by entering into a one year employment agreement that may be renewed annually by mutual written consent. The agreement contains a non-compete clause effective for twelve months after termination thereof. The agreement is conditional on the Company’s commitment to obtain a directors’ and officers’ insurance policy as soon as is reasonable and the Company executing an Indemnification Agreement satisfactory to the employee. The CEO shall receive monthly compensation of $5,000 increasing to $10,000 in the event the Company receives $2,000,000 from the sale of equity securities (including all financing completed since October 1, 2010). However, for the quarter ending December 31, 2012, the CEO’s monthly compensation is $10,000 as an incentive to achieve the aforementioned $2,000,000 equity raise. The CEO shall receive 900,000 restricted common shares of which 450,000 shall be fully vested upon contract start date (July 6, 2012); the remaining 450,000 shares will vest on July 6, 2013 unless the agreement is terminated prior to that date. If during the term of this agreement (but not after the fifth anniversary of the date of this agreement), the Company owns or contracts to manage farmland, and the aggregate value of said farmland (determined by the most recent purchase price) is at least $200,000,000, then the Company shall issue to the CEO a warrant to purchase 900,000 shares of common stock at a strike price of $2 per share during the period of five years from the date of issuance. The Board of Directors shall determine the amount the CEO’s bonus, if any, based on factors such as the achievement of company goals and plans, capital raising, purchase of land, and hiring of key employees in key locations.

XML

Note 10 - Dissolution of Subsidiary

3 Months Ended

Mar. 31, 2012

Notes

Note 10 - Dissolution of Subsidiary

NOTE 10 – DISSOLUTION OF SUBSIDIARY

On March 16, 2011, the Company filed Articles of Dissolution with the State of Washington for the dissolution of the Company’s 100% owned subsidiary, Ascentia Biomedical Technologies, Inc. As of December 31, 2010, the Company’s consolidated financial statement balances attributable to its subsidiary included accounts payable to vendors of $60,932. Since there was no recourse against the Company for the $60,932 of accounts payable, the statement of operations for the three months ended March 31, 2011 includes that sum as a “gain on dissolution of subsidiary”.  The subsidiary did not have any assets. The parent did not guarantee any of the debts of its subsidiary. Eliminated in the consolidation process and therefore not reflected in the consolidated financial statement balances as of December 31, 2010 is an intercompany balance of $558,482 that the subsidiary owed to its parent. The Company wrote-off the $558,482 intercompany balance on March 16, 2011, however, the write-off did not affect the consolidated statement of operations due to the offsetting nature of the intercompany balance.

XML

Condensed Consolidated Statements of Shareholders' Deficit (USD $)	Common Stock	Common Stock Issuable	Preferred Stock Issuable	Additional Paid-in Capital	Accumulated Deficit	Deficit Accumulated During the Development Stage	Total
Balance at Feb. 14, 2007	$ 358	$ 2,545	$ 8,000	$ 1,444,845	$ (1,548,855)		$ (93,127)
Balance - shares at Feb. 14, 2007	357,616	2,545,310	8,000,000
Cancellation of preferred stock issuable			(8,000)	8,000
Cancellation of preferred stock issuable - shares			(8,000,000)
Net income (loss)						(4,834)	(4,834)
Balance at Dec. 31, 2007	358	2,545		1,452,845	(1,548,855)	(4,834)	(97,961)
Balance - shares at Dec. 31, 2007	357,616	2,545,310
Net income (loss)						727	727
Balance at Dec. 31, 2008	358	2,545		1,452,845	(1,548,855)	(4,107)	(97,234)
Balance - shares at Dec. 31, 2008	357,616	2,545,310
Net income (loss)						(4,834)	(4,834)
Balance at Dec. 31, 2009	358	2,545		1,452,845	(1,548,855)	(8,941)	(102,068)
Balance - shares at Dec. 31, 2009	357,616	2,545,310
Net income (loss)						(105,317)	(105,317)
Common stock issuable for settlement of debt on 09/06/2010		2		19,342			19,344
Common stock issuable for settlement of debt on 09/06/2010 - shares		2,000
Balance at Dec. 31, 2010	358	2,547		1,472,167	(1,548,855)	(114,258)	(188,041)
Balance - shares at Dec. 31, 2010	357,616	2,547,310
Net income (loss)						(267,474)	(267,474)
Common stock issued on 1/14/11 for cash	1,287			68,713			70,000
Common stock issued on 1/14/11 for cash - shares	1,286,638
Common stock issued on 3/25/11 for directors' compensation	80			4,272			4,352
Common stock issued on 3/25/11 for directors' compensation - shares	80,000
Common stock issued on 3/28/11 for settlement of debt with related party	751			59,249			60,000
Common stock issued on 3/28/11 for settlement of debt with related party - shares	751,117
Common stock issued on 5/18/11	2,547	(2,547)
Common stock issued on 5/18/11 - shares	2,547,310	(2,547,310)
Common stock issuable for directors' compensation		20		1,092			1,112
Common stock issuable for directors' compensation - shares		20,458
Issuance of beneficial conversion feature with note payable				80,279			80,279
Common stock issuable for officer compensation		750		40,050			40,800
Common stock issuable for officer compensation - shares		750,000
Common stock issued on 12/16/11 for cash	200			39,800			40,000
Common stock issued on 12/16/11 for cash - shares	200,000
Common stock issued on 11/21/11 for cash	50			9,950			10,000
Common stock issued on 11/21/11 for cash - shares	50,000
Common stock issued on 11/18/11 for cash	250			49,750			50,000
Common stock issued on 11/18/11 for cash - shares	250,000
Balance at Dec. 31, 2011	5,523	770		1,825,322	(1,548,855)	(381,732)	(98,972)
Balance - shares at Dec. 31, 2011	5,522,681	770,458
Net income (loss)						(49,224)	(49,224)
Common stock issuable for directors' compensation		7		355			362
Common stock issuable for directors' compensation - shares		6,649
Balance at Mar. 31, 2012	$ 5,523	$ 777		$ 1,825,677	$ (1,548,855)	$ (430,956)	$ (147,834)
Balance - shares at Mar. 31, 2012	5,522,681	777,107

XML

Note 4 - Notes Payable

3 Months Ended

Mar. 31, 2012

Notes

Note 4 - Notes Payable

NOTE 4 – NOTES PAYABLE

$25,000 Convertible Note:

The Company entered into a $25,000 note payable dated December 20, 2010. Interest accrued at the rate of ten percent (10%) per annum. The principal amount of the note and all accrued interest were payable on August 15, 2012. Interest expense for the three months ended March 31, 2011 (prior to the modification described below) totaled $466.

On March 10, 2011, the Company executed an “On Demand Convertible Note” in the principal amount of $25,000 that replaced and superseded the terms of the $25,000 note payable that was outstanding as of December 31, 2010. The terms of the note stipulated that the entire principal and accrued interest shall be payable on September 10, 2012 with interest accruing at a 10% annual rate. The holder of the note payable was given the option to convert the $25,000 principal amount and the related accrued interest at any time prior to September 10, 2012 in exchange for 1,935,284 common shares. The note holder may convert less than 100% of the amount of the note and the related accrued interest and receive common shares on a pro-rata basis. Upon the conversion of the note, or a portion thereof, the note holder’s common stock ownership may not exceed 4.99% of the then outstanding common shares of the Company after giving effect to the shares issuable upon conversion. On September 10, 2012, the new note was modified to extend the maturity and note conversion deadline dates to September 10, 2015.

The Company considers this new debt instrument to be substantially different from the replaced note payable pursuant to ASC 470 because its modification added a substantive conversion option whose exercise is considered to be at least reasonably possible. Accordingly, because substantially different terms exist, the old debt instrument is considered to be extinguished and the new debt instrument is valued at $105,279 for purposes of determining the loss on extinguishment of debt. A loss on extinguishment of debt of $79,738 resulting from the difference between the fair value of the new note and the carrying value of the old note at the time of the transaction is included in the consolidated statement of operations for the three months ended March 31, 2011. The new note fair value of $105,279 was determined by multiplying the number of convertible shares (1,935,284) by the estimated per share value ($0.0544) of the common stock on March 10, 2011. The $0.0544 valuation price used is the per share cash price (Level 1 input) obtained by the Company in its only equity offering prior to this transaction. The difference between the estimated fair value of the common stock issuable upon conversion of the new note and the face amount of the new note results in a beneficial conversion feature of $80,279 which was recorded as a reduction to the fair value of the new debt instrument and an increase to additional paid-in capital.

Interest expense on the modified note for the quarters ended March 31, 2011 and 2012, totaled $151 and $623; respectively, all of which is accrued and unpaid. As of March 31, 2012, the note payable balance that is included in the consolidated balance sheet totals $27,657 which includes the $2,657 of accrued interest.

$28,000 Convertible Note:

On March 15, 2011, the Company executed an “On Demand Convertible Note” in the principal amount of $28,000 that replaces and supersedes a $28,156 vendor invoice that was accrued as of December 31, 2010. The note and any accrued interest was payable on September 15, 2012 with interest accruing at 10% per annum. The holder of the note had the option to convert the $28,000 principal amount and the related accrued interest at any time prior to September 15, 2012 in exchange for 473,204 common shares. The note holder may convert less than 100% of the amount of the note and the related accrued interest and receive common shares on a pro-rata basis. Upon conversion of the note, or a portion thereof, the note holder’s common stock ownership may not exceed 4.99% of the then outstanding common shares of the Company after giving effect to the shares issuable upon conversion. On September 15, 2012, the note was modified to extend the maturity and note conversion deadline dates to September 15, 2015.

The Company considers this new debt instrument to be substantially different from the replaced note payable pursuant to ASC 470 because its modification added a substantive conversion option whose exercise is considered to be at least reasonably possible. Accordingly, because substantially different terms exist, the old debt instrument is considered to be extinguished and the new debt instrument is valued at $28,000 for purposes of determining the gain on extinguishment of debt. A gain on extinguishment of debt of $156 resulting from the difference between the fair value of the new note and the carrying value of the old note at the time of the transaction is included in the statement of operations for the three months ended March 31, 2011. The new note value of $28,000 was determined by the Company to be reasonable although the value of the convertible shares is less than the face value of the new note. The Company believes that because the note interest rate is representative of the rate the Company would have to pay for similarly termed debt instruments from third parties, the appropriate valuation is the $28,000 face amount of the note. This is a valuation using a Level 3 input and the market approach.

Interest expense for the quarters ended March 31, 2011 and 2012, totaled $130 and $698, respectively; all of which is accrued and unpaid. As of December 31, 2011, the note payable balance that is included in the consolidated balance sheet totals $30,240 which includes the $2,240 of accrued interest. As of March 31, 2012, the note payable balance that is included in the consolidated balance sheet totals $30,938 which includes $2,938 of accrued interest.