8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2013

SWINGPLANE VENTURES, INC.

Exact name of registrant as specified in its charter

Nevada	000-54571	27-2919616
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Alcantara 200, piso 6, Las Condes, Santiago, Chile	7550159
(Address of principal executive offices)	(Zip Code)

(800) 373-0537

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward-looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s financial statements and pro forma financial statements and the related notes filed with this Form 8-K.

Unless otherwise indicated, in this Form 8-K, references to “we,” “our,” “us,” “SWVI,” the “Company” or the “Registrant” refer to Swingplane Ventures, Inc., a Nevada corporation and its wholly owned subsidiary, Mid Americas Corp., a corporation incorporated under the laws of the country of Belize.

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SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On February 22, 2013 (the “Closing Date”), Swingplane Ventures, Inc., a Nevada corporation, closed a voluntary share exchange transaction pursuant to a Share Exchange Agreement agreed to between the parties on February 15, 2013 (the “Exchange Agreement”) by and among the Company, Mid Americas Corp., a corporation incorporated under the laws of the country of Belize (“Mid Americas”), and the stockholders of Mid Americas Corp. (the “Selling Stockholders”).

In accordance with the terms of the Exchange Agreement, on the Closing Date, 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 Selling Stockholders in exchange for 100% of the issued and outstanding capital stock of Mid Americas (the “Transaction”).  As a result of the Transaction, the Selling Stockholders 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 5,000,000 shares of preferred stock are convertible into common stock on the basis of fifty shares of common for each one share of preferred.   Further, the shares of preferred stock have one hundred votes for each share of common stock until converted. The Mid Americas stockholders currently hold voting rights totaling 81.6% of the vote on any matters to be brought to a vote of Swingplane stockholders, giving consideration to the voting rights of the shares of the preferred stock.

Mid Americas is a natural resource exploration stage company.  Mid Americas’ sole asset is an option agreement to acquire 75% of certain mining concessions in Chile, known as the Robles and Angela tenures which comprise a total of 6,161 hectares.   The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of 930 hectares and the Angela concessions which comprise a total of 5,231 hectares are granted exploration status, with application made for exploitation status, to the Government of Chile.

Prior to the Transaction, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“Exchange Act”).  Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act, for the Registrant’s common stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Transaction.

The following description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Registrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, Option Agreement, as amended and the Assignment Agreement, copies of which are filed with this Current Report on Form 8-K/A and incorporated by reference into this Item 2.01.

From and after the Closing Date, our primary operations consist of the business and operations of Mid Americas.  In the Transaction, or reverse acquisition, the Registrant is the accounting acquiree and Mid Americas is the accounting acquirer.  The financial statements subsequent to the date of the Transaction are presented as a continuation of Mid Americas.   Accordingly, we are presenting the financial statements of Mid Americas as set forth in Exhibit 99.1 and certain pro forma financial information as set forth in Exhibit 99.2 of this Current Report on Form 8-K/A. Further, we disclose information about the business, financial condition, and management of Mid Americas in this Current Report on Form 8-K/A.

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DESCRIPTION OF BUSINESS

Overview

Background

The Company was incorporated in the State of Nevada on June 24th, 2010.   The Company’s initial principal business objective was to sell men's and women's golf apparel.  On March 29, 2012, the Company amended its Articles of Incorporation to increase its authorized shares of common stock from 70,000,000 to 550,000,000.  On May 11, 2012, the Company effected a forward split of 35:1 of its issued and outstanding common stock. Both the foregoing amendment to the Company’s Articles of Incorporation and the forward stock split were approved by shareholders holding 74% of our issued and outstanding common stock.  On August 22, 2012, the Company went through a change in control and management subsequently determined not to pursue the then current business of the Company and began to seek other potential acquisitions.

Summary

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 assigned all of the rights under an option agreement between Mid Americas and Gunter Stromber and Elsa Dorila Durate Horta (the “Optionors”) whereby Mid Americas has the rights to acquire 75% of mining concessions in Chile known as the Robles and Angela tenures which comprise a total of 6,161 hectares.   The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of 930 hectares and the Angela concessions which comprise a total of 5,231 hectares are granted exploration status, with application made for exploitation status, to the Government of Chile (the “Option Agreement”).

On January 21, 2013, the Company renegotiated the Assignment Agreement with Mid Americas to a share exchange agreement and on February 15, 2013, the Company, Mid Americas and the Selling Stockholders executed the Exchange Agreement, which closed on February 22, 2013.

Under the terms of the Option Agreement, as amended, the Company and Mid Americas is required to:

Pay the following Cash Consideration to the Vendors:

(i)	$950,000 cash payments through to October 1, 2012 (paid as of the date of this filing);
(ii)	$250,000 cash payment on November 30, 2012 (paid as of the date of this filing);
(iii)	$750,000 cash payment on or before June 30, 2013;
(iv)	$750,000 cash payment on or before June 30, 2014; and
(v)	$5,000,000 cash payment to be made from net proceeds of Production.

Make the following Property Expenditures:

 An aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date (October 1, 2012) as follows:

(i) $10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 180 days  of October 1, 2012, ( the  Effective Date”) or by March 30, 2013  to be fully expended within eighteen (18) months of the Effective Date or March 31, 2014; (Mid Americas is currently in default regarding this clause in the Agreement);

(ii)	$10,000,000 to be expended on or before three years from the Effective Date or by 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 Mid Americas.

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Under the Option Agreement and the Amendments thereto, the funds paid to the Optionors under Cash Consideration shall be understood to be Expenditures under Property Expenditures therefore shall be expressly considered as part of the Property Expenditures which the Mid Americas Corp. must incur pursuant to said Property Expenditures in order to maintain in force and exercise, the Option Agreement. A total of $1,315,185 has been paid pursuant to the Option Agreement to date, of which amount $951,000 was remitted by Mid Americas, and $364,185 by the Company, which includes property taxes for 2012.  This means that Mid Americas was required to have a total of $8,684,815 in trust to comply with the requirement of March 30, 2013 under the Option Agreement.  Mid Americas did not have the required funds in trust as of March 30, 2013.  The Company is currently negotiating with a number of financing sources for both debt, equity funding and joint venture partners, but as of yet, has not closed any transactions, therefore, should the Optionors provide Mid Americas with a notice of default under the Option Agreement, Mid Americas would have 30 days in which to cure the default or it will lose all rights to the Property.   The Optionors as of the date of this filing have advised that they are seeking a representative of Mid Americas to attend in Chile to work through a go forward plan and detail possible funding options.  The Company expects to send a representative for Mid Americas to Chile prior to May 31, 2013.

Through the transactions described herein and below, the Company acquired all of the issued and outstanding capital stock of Mid Americas, which is now the Company’s wholly owned subsidiary.  The Company is currently focused exclusively on the acquisition and development of mineral resource properties.  We are considered to be an exploration stage company, as we have not generated any revenues from operations and we do not have any defined proven or probable reserves on our Property.  Our current project is to undertake exploration and exploitation of certain mineral concessions located in Chile.

Mid Americas was incorporated in the country of Belize on April 23, 2012.  On January 31, 2013, Mid Americas effected a 1000 for 1 forward stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.001 per share. Mid Americas is a natural resource exploration stage company and anticipates acquiring, exploring, and if warranted and feasible, developing natural resource assets.  To date, Mid Americas’ activities have been limited to the formation, the raising of equity capital, the development of a plan to develop and monetize the Algarrobo property, which plan has included, the entry into an agreement with the Company for the acquisition of Mid Americas,  the preparation of a title opinion by Chilean legal counsel and three due diligence site visits by our consulting geologist during 2012 and 2013.

To date, a total of 181 samples have been collected from the Property on behalf of Mid Americas and the Company, consisting of 85 representative grab, 1 panel and 95 chip samplesfor the purposes of property evaluation.   The majority of the representative grab samples were taken to evaluate copper mineralized veins recently exposed at surface.  Several of the representative grab samples were recovered from visually sorted piles of high grade mineralized material prepared for shipping as direct shipping mineralized material to the government-owned ENAMI facility at Copiapo.

In addition, AMEC International Ingenieria y Construccion Limitada("AMEC”), located in Santiago, Chile, was retained to undertake a review of the available information, followed by a Property visit, which they undertook in early April, 2013, in order to compile a report on their interpretation of the mineral potential available on the Property.  The sampling program was intended to provide additional analytical data and preliminary test results for their report. The Company is awaiting the report from AMEC which it hopes to have by May 31, 2013.

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Currently, limited mining operations are being conducted on the Algarrobo property by the Optionors, who have also commenced minimal shipments of ore.   The Optionors are currently shipping ore under a license belonging to one of their contractors as they are awaiting the granting of the license from ENAMI.  The process for granting of a license from ENAMI is more particularly described below. The Company will not receive any funds from any ore shipped until such time as the Company has commenced operations on the Property.   The Company is developing a program to undertake additional exploration, leading to exploitation and production on the Property in 2013. The Property currently has limited, preliminary sale of high grade mineralized material  by the Optionors from a total of six drifts prepared by the Optionors. Additional work has been reportedly completed since the last Property Visit (in March, 2013) by the Optionors for preparation of an additional three drifts.

Therefore, the Company proposes to undertake exploration, with subsequent development on the Property, ideally culminating in production and revenue to the Company.  Despite the belief of our consulting geologist and management in regard to the opportunity for production on this Property, the Property is without known reserves either proven or probable and there can be no assurance that sustained profitable production can be achieved without further geological work being undertaken on the Property or that any resource or reserve of significance will be found and developed.

The Company has established offices at Regus Santiago, Alcantara 200, piso 6, Las Condes, Santiago, Chile 7550159 and its telephone number is (800) 373-0537. Our common stock is traded over-the-counter on the OTCBB under the ticker symbol “SWVI.”

Background on Assignment Agreement, Option Agreement and Transaction

On October 15, 2012, the Company entered into the Assignment Agreement. Under the terms of the Assignment Agreement the Company was to acquire all of the rights under an Option Agreement and two amendments to the Option whereby Mid Americas has the rights to acquire 75% of certain mining concessions in Chile (the “Option”). The mining concessions, known as the Robles and Angela concessions comprise a total of 6,161 hectares.   The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of  930 hectares and the Angela concessions are granted exploration status, with application made for exploitation status and comprise a total of 5,231 hectares.

Specifically, on April 23, 2012, Mid Americas entered into the Option Agreement with Gunter Stromberger and Elsa Dorila Durate Horta in respect to a property known as the Algarrobo.  Under the terms of the Option Agreement, Mid Americas has the rights to acquire 75% of certain mining concessions in Chile, comprising a total of 6,161 hectares and known as the Robles and Angela concessions,   from the Vendors in consideration for cash payments as detailed below. On July 27, 2012, Mid Americas entered into Amendment Number 1 to the Option Agreement, and on September 27, 2012, Mid Americas entered into Amendment Number 2 to the Option Agreement.

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The Option Agreement, as amended, required the following actions to be taken to finalize closing:

r the Company was required to assume the November 30, 2012 payment obligation of $250,000, and make the remaining cash payments  due under the Option Agreement: ·$750,000 cash payment on or before June 30, 2013; ·$750,000 cash payment on or before June 30, 2014; ·$5,000,000 cash payment to be made from the proceeds of production.

r 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;

r 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 Agreement;

r 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.

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. It is management’s understanding that Mr. Voyer, who was the control person of the Company, wished to acquire a project into the Company and retain a minor equity position in the Company so that he could perhaps share in the growth of the Company. When Mid Americas and management of the Company agreed to the assignment of the Option to the Company, part of that agreement was that Mr. Voyer would retain a small minority equity position and would continue as an officer and director of the Company to assist with the growth of the Company as it pursued the exploration and development of the mining concessions.

As required under the Assignment Agreement, the Company undertook, during the period of closing, the payment of a total of $89,000 inproperty 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 on November 30, 2012 under the Assignment Agreement. 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 interest of the Company to renegotiate the acquisition of the Assignment Agreement to acquire Mid Americas directly thus giving the Company direct ownership of the Option Agreement 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.  The  November 30, 2012  payment of $125,000, which was in default, was paid by the  Company on January 31, 2013.   The Company did not receive a notice of default from either Mid Americas or the Optionors pursuant to the late payment and there was no impact on the Option Agreement.

Under the terms of the newly negotiated Exchange Agreement, the Company has 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. 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 original acquisition agreement are included in this acquisition agreement. The only terms that have been amended are the acquisition of Mid Americas rather than the assignment of the Option Agreement, the issuance of shares as defined above and the requirement to register 10,000,000 shares of stock for Mid Americas is eliminated. Further, the Company is not required to file the registration statement for the 40,000,000 shares to raise $10,000,000.

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Concurrent with closing of the Exchange Agreement, the 300,000,000 shares issued to Mid Americas in trust 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 Selling Stockholders in exchange for all of the issued and outstanding capital stock of Mid Americas.

Terms of Option Agreement

Under the Option Agreement and certain amendments thereto, Mid Americas is required to pay the following payments:

1. Cash Consideration to the Vendors:

(i)	$950,000 cash payments through to October 1, 2012 (paid)
(ii)	$250,000 cash payment on November 30, 2012 (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.

2.   Property Expenditures:

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 as follows:

(i)	$10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 180 days October 1st, 2012 (the “Effective Date”) to be fully expended within eighteen (18) months of the Effective Date, or March 30, 2013; (unpaid as of the date of this filing).
(ii)	$10,000,000 to be expended on or before three years from the Effective Date, being 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 Mid Americas, which commencement of operations is determined as Mid Americas situating production equipment on the mining concessions and undertaking operations whereby it will ship its first shipments of ore.

Under the Option Agreement and the Amendments thereto, the funds paid to the Optionors under Cash Consideration shall be understood to be Expenditures under Property Expenditures therefore shall be expressly considered as part of the Property Expenditures which the Optionee must incur pursuant to said Property Expenditures in order to maintain in force and exercise, the Option Agreement. A total of $1,315,185 has been paid pursuant to the Option Agreement to date, of which amount $951,000 was remitted by Mid Americas, and $364,185 by the Company.   The Option Agreement requirement of  $10,000,000, less funds expended to date of $1,315,185, leaving the amount of $8,684,815 to be placed in trust by April 1st, 2013, has not been met by Mid Americas or the Company.   Thus, as of the date of this filing, the Option Agreement is in default.  Although no notice has been received from the Optionors of any default, the Company is in default of the terms of the Option Agreement and is currently negotiating financing to cure the default.

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The Company currently has expressions of interest from potential funders and joint venture partners.  No notice of default has been provided to the Company by the Optionors to date.  Under the terms of the Option Agreement, the Optionors must provide written notice of default to Mid Americas, and Mid Americas shall have 30 days from receipt of any such notice of default to cure the default.      Further to the default on the required trust funds of $8,684,815, Mid Americas under the Option Agreement is required to pay the annual fees due each year on March 31, 2013.    The fees have not been paid and the Optionors will be required to pay such fees or may risk loss of the concessions.    We have not yet received an invoice for the annual fees from the Optionors but the annual fees are estimated to be approximately $90,000 based on last year’s fees.      The non-payment of these fees by Mid Americas is another potential event of default under the Option Agreement.  If the Optionors should issue a notice of default and Mid Americas is unable to cure such notice of default, then the Option Agreement shall terminate and neither  Mid Americas  or the Company shall have no further rights or interest in or to the concessions.   All funds expended to date under the Option Agreement will be lost.  As the payments made to date are deducted from the required $10,000,000, the Company would be required to place $8,684,815 in trust to cure any notice of default from which the property taxes could be paid, unless the Company can renegotiate the terms of the Option Agreement.

The formula used to determine the amount of consideration given to Mid Americaswas based on negotiations between the Company and Mid Americas.  In entering into the Assignment Agreement and after taking into consideration that the costs to Mr. Voyer for his shares was $35,000 for 350,000,000 shares of the Company and that Mid Americas had expended a total of $950,000 on the Option and the illiquidity of the Company’s stock at the time of the initial negotiations, the Company deemed the value of the issuance of the shares to be $0.003 per share and Mid Americas accepted the terms offered.  The Company determined in renegotiating the transaction that they were in default under the Option Agreement as they had not paid a payment as it came due, the merits of the Property based on the 43-101 report commissioned by the Company, and the restructure of the stock issuance whereby the Company would issue a lesser number of shares of common stock, thus making financing more attractive to potential funders.

Immediately prior to the closing of the transactions pursuant to the Assignment Agreement, the Company had 550,000,000 authorized shares of common stock, $0.001 par value, of which 435,000,000 were issued and outstanding of which 300,000,000 had been issued in trust to Mid Americas. At closing there were a total of 235,000,000 shares of common stock issued and outstanding and 5,000,000 shares of preferred stock issued and outstanding which if fully converted would bring the issued and outstanding to 485,000,000 shares of common stock.

Current Operations on the Property

The Company’s Algarrobo Property (the “Property”) is an Iron Oxide - Copper - Gold (IOCG) property located approximately 850 km north of Santiago, in the III Region, Province of Copiopo, Chile. The city of Copiopo is located approximately 43 km to the southeast of the Property, with the small port city of Caldera 25 km to the east. The Property consists of 32 tenures, comprising a total of 6,161 ha (15,224 acres).  As of the date of this Current Report on Form 8-K/A, payments of  $1,315,185 have been made under the assigned Option Agreement, however, the required property tax payment of approximately $90,000, dependent on the U.S. – Chilean exchange rates and the required $10,000,000 to be placed in trust on April 1, 2013 have have not been met and therefore the Optionors could issue a notice of default at any time which the Company would be required to cure within 30 days from receipt of the notice.   As the payments made to date are deducted from the required $10,000,000, the Company would be required to place $8,684,815 in trust from which the property taxes would be paid.

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To date, a total of 181 samples have been collected from the Property on behalf of Mid Americas and the Company, consisting of 85 representative grab, 1 panel and 95 chip samplesfor the purposes of property evaluation.   The majority of the representative grab samples were taken to evaluate copper mineralized veins recently exposed at surface.  Several of the representative grab samples were recovered from visually sorted piles of high grade mineralized material prepared for shipping as direct shipping mineralized material to the government-owned ENAMI facility at Copiapo.

Chip samples were taken from many of the exposed faces of drifts, where they could be safely accessed.  Chip sampling of veins exposed on active faces generally comprise one or more samples of the high grade core, with separate samples of the low grade mineralized and/or alteration halo on either side and immediately adjacent to the host rock.

A suite of 10 chip samples were taken to evaluate background mineralization associated with the Sierra de la Gloria area, approximately 5.5 to 6.0 km south of the currently active drifts.  Recent work has exposed a number of near surface, thin, high grade copper mineralized veins in this area and representative grab samples of the veins, together with chip sampling along a shallow trench (≤ 1.5 m) are intended to provide an initial evaluation of mineral potential in this area.

An additional 17 chip samples were taken 12.8 km west of the currently active drifts in an area where previous sampling reportedly returned multiple samples ranging between 0.5 to 1.0 g/t Au.  These results are considered anecdotal and the chip samples were taken so as to provide an evaluation of the mineral potential of this area on behalf of the Company, based on analytical results from an accredited lab (Acme Analytical Laboratories S.A).

Finally, additional samples were taken for metallurgical and mineralogical studies, with a third set of samples submitted to TOMRA Sorting Solutions for testing for a sensor based Sorting Unit.  Two samples, comprising one “low grade” sample (approximately 225 kg) and one “high grade” sample (approximately 255 kg) were taken for submission to Inspectorate Exploration & Mining Services Ltd. for metallurgical testing and analysis.  Finally, a suite of 15 copper mineralized samples were taken for submission to Process Mineralogical Consulting Ltd. for the purposes of a mineralogical study.

These samples are intended to provide the basis for a revised NI 43-101 report.

The area undergoing active work to identify and expose copper mineralized veins, advance drifts preparatory to exploitation and for camp construction on the Property comprises approximately 145 hectares of the 6,161 hectares available. The Company, based on the results reported from three Property visits, believes that considerable opportunity exists to identify, and subsequently develop, additional well mineralized, high grade copper veins on, and throughout, the Property. Recent excavation of the Maribel Drift (approximately 1.4 km from the active drifts) and recently exposed high grade copper mineralized veins in the Sierra de la Gloria area (approximately 5.5 km from the active drifts) are interpreted to support this interpretation of the mineral potential on the Property.

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Required licences and permits required to exploit the property are:

· An environmental permit, which the Optionors have received;

· A blasting permit and the permit to purchase explosives, which the Optionors have received;

· Certification of a powder magazine on the concessions, which the Optionors have received;

· A production permit from Sernageomin, which the Optionors have received and which allows for the production of 5,000 tons per month from the Roble 4A;

· A license from the state run La Empresa Nacional de Minería (“ENAMI”) whereby ENAMI will purchase the ore produced from the concessions, which Optionors have applied for are awaiting grant.

While the Company has no obligation to ship its ore to ENAMI for sale and may sell any ore produced elsewhere, the best short term option for the Company, outside of processing its own ore, is to ship the ore to ENAMI for sale.  Subsequent to the Option Agreement, an application was made to ENAMI for the purposes of shipping ore from the Property to the ENAMI facility in Copiapo.

The final, outstanding step in the procedure for securing the  ENAMI license, necessary to sell ore from the Property to ENAMI is the requirement for a site visitThe process is initiated by the applicant, who is required to present the required documentation in Copiapo for an initial review.  The documents are then sent by ENAMI to their head office in Santiago for a second review, a process which takes a few weeks.  If approved, the documentation is returned to Copiapo.  ENAMI then arranges to send a team of engineers to the Property to evaluate the Property  and any development associated with the mine operations.  The purpose of the Property visit is to confirm the applicants’ documentation is consistent with on-site mining operations, that there is a Sernageomin approved operating license (already received), confirm mineral grades from mining operations and assess the production capability of the mining operations with respect to the monthly tonnage allowed by ENAMI.  The intent of the process is to allow ENAMI to evaluate the ability of the equipment and infrastructure on the Property to consistently supply material for sale to ENAMI and, therefore, for ENAMI to award that proportion of their processing capacity to the Company.

Previously, the Optionors had a license allowing production of 2000 t/month of copper oxides, 500 t of copper sulfides, and 150 t of direct smelter ore from the Property.  The Company expects the initial license to provide similar limits.

The Optionors have requested the ENAMI site visit, with some additional paperwork required.   There are no obstacles anticipated with regard to receipt of the license, however, the time required is entirely subject to ENAMI’s internal administrative procedures.

The Company had expected the license to be granted by the end of March, 2013, however, as of the date of this filing the Company has not had notice of the license being granted.  The Optionors met with ENAMI management in Santiago in early March and was assured full cooperation in order to finalize the process as rapidly as possible.

Therefore, to the best of managements’ knowledge, based on the information currently available, the Company anticipates receipt of the license in at any time.    Due to the delays being experienced in the granting of the license, the Company cannot state with certainty when this license will be granted.   The Optionors are shipping ore to ENAMI currently under the license of one of the contract workers on the Property.  The Company has no rights to any of the shipments made to ENAMI until it is on the Property as required under the Option Agreement.

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Once the certificate has been received, then shipment of Direct Mineralized Material (having a minimum of 9% Cu content) can commence, however, the Company will have no rights to any of the revenue generated from the shipment of ore unless the Company has fulfilled the terms of the Option Agreement, is on site and has procured and  situated heavy equipment on the mining concessions and initiated operations.   The Company is currently preparing an indepth technical report to seek funding for the equipment required to get on site and commence operations, thereby allowing the Company to the right to sixty-six and two-thirds of the revenues generated until $5,000,000 has been paid to the Optionors and thereafter seventy-five percent of the revenue generated.

In addition, reconstruction of a camp capable of accommodating 30 people, is underway on the Property. The camp is being built in the immediate vicinity of current, active drift preparation, and will provide on-site accommodation for the underground crew, field personnel and management. The camp will be utilized to support exploration of the Property, together with current and future exploitation activity on the Property.

An earlier camp was constructed in 2012, but destroyed by fire in late 2012. Construction of the new camp is timely with respect to anticipated receipt of the license required to sell stockpiled high grade mineralized material to ENAMI in Copiapo and a concurrent increase in preparation of underground drifts for the purposes of initial, limited exploitation of these drifts.   However, we must commence operations on the Property in order to receive revenue from any high grade copper mineralized material sold to ENAMI.

La Empresa Nacional de Minería (“ENAMI”) are government owned processing facilities located in Chile for the purpose of assisting small operations through the purchase of ore for processing.  There are two ENAMI facilities available to receive copper mineralized leachable material from the Property, both approximately the same distance from the Property.  The first, at Copiapo (45 km south of the Property), is capable of receiving and processing relatively low grade copper leachable ore and direct shipping ore.  The second ENAMI facility, at El Solado, (approximately 50 km north of the Property), is capable of receiving only relatively low grade copper leachable ore.  However, the ENAMI facility at El Solado reportedly pays a slightly higher rate for the copper leachable ore.

Multiple shipments have been delivered to the ENAMI facility at Copiapo, comprising both relatively low grade copper leachable and high grade (direct shipping) mineralized material, by the Optionors since October, 2012. The material shipped to date has been predominantly relatively low grade, copper mineralized material for leaching, having documented grades, as determined and reported by ENAMI, ranging between 1.88% and 8.8% copper.

These initial, test shipments comprise a reported total of approximately 500 tons of low grade, copper mineralized vein material, from three of the drifts exposed  over the past year (i.e. Veta Gruesa Centre, the Exploration and Descubridora drifts).   Partial documentation (ie. ENAMI Certificates provided to the Company by the Optionors to date document delivery of approximately 94 tons from the Veta Gruesa Centre (7 shipments grading between 1.88 and 2.64% Cu), 58 tons from the Exploration Drift (3 shipments grading between 3.24 and 4.28% Cu) and 36 tons from the Descubridora Drift (three shipments grading between 7.75 and 8.8% Cu).    Additional shipments have reportedly been made by the Optionors, however, the Company is not in receipt of that documentation (i.e. the ENAMI certificates of shipment delivery and subsequent payment) Total value received to date for the shipments reported totals approximately $30,845, however, this total does not include payment certificates for 5 of the shipments, comprising approximately 58 tons of mineralized material. The Company expects all five shipments provided a higher rate of return from the higher grade copper mineralized material delivered. As a result of these high grades, all mineralized material stockpiled from the Descubridora Drift is expected to be shipped in the future as “Direct Shipping” Material in the future.

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In addition, a single delivery of high grade ( “Direct Shipping”) copper mineralized material was made on January 21, 2013, for which the corresponding ENAMI certificate documents a grade of 11.42% copper.   The corresponding payment certificate for this shipment has not been received by the Company.  As noted above, sale of copper mineralized material from the Property to ENAMI requires a license, issued following a thorough review of the license application and a subsequent review of the Property workings for which the license is being sought.  Sale of both copper leachable and high grade copper mineralized (“Direct Shipping”) material  will commence once the required ENAMI license has been received.  It cannot be stated with certainty at the time, whether those shipments will be for the benefit of the Optionors or the Company.  In order for the Company to receive payment for those shipments it must comply with the terms of the Option agreement as stated above.

(Note: a certificate is required for sale of copper mineralized material to ENAMI, however, the necessary permits and authorizations are, according to the Optionors,  in place to facilitate sale of copper mineralized material elsewhere).

A full description of our mining concessions located in Chile, including the Property, can be found below under “Description of Property” within this Current Report on Form 8-K/A.

During the due diligence process undertaken by the Company’s retained legal counsel in Chile in the preparation of a title opinion on the Property, there were certain anomalies discovered in the titles which may ultimately impact on our ownership of the mining concessions or may require further payment by us or the Optionors to cure the defects.    The Company considered the risks in proceeding with the acquisition of Mid Americas and determined that they were not of such a nature that they could not be dealt with as they arose.  Certain of the title deficiencies were corrected at the time of discovery by the Optionors and others are in the process of being corrected.   The remaining significant issue is the non-payment of fees that may cause the loss of the mining concessions should the Government of Chile determine to review and publish a notice of auction of properties.  It is our understanding that after a period of three years, there is no ability for the Government to collect the past due fees and therefore, based on the representations from the Optionors that the fees would be paid, if such auction was called, we determined that we would proceed with the acquisition.     The risks related to the anomalies discovered in the title opinion are more particularly defined under “Risk Factors”.

 Under the terms of our Option Agreement,  all proceeds from the sale of any copper mineralized material  shipped and processed will be paid to the Optionors, until such time as the Company commences operations on the Property.    The Company had hoped to have complied with the terms of the Option Agreement  and to have commenced operations on the Property, however, the Company did not have sufficient technical information on the Property to close  a debt financing which it was negotiating to site equipment on the Property.   Currently, the Company is negotiating which several potential equity lines for short term funding with a view to getting consulting mining engineers and geologists on the property to prepare a resource estimate which will allow for the debt financing,   As well, the Company is speaking with several potential joint venture partners for funding.     Further,  Mid Americas has been requested by the Optionors to send a representative to Chile to discuss a revised plan to move the Property forward, which trip is expected to be undertaken prior to May 31, 2013.  There can be no assurance that the Company will have the funds required to complete the required technical reports, to get the required financing, to find a joint venture partner or to negotiate an amended Option Agreement.

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Overview of the Mining Industry in Chile:

According to the Engineering and Mining Journal published in March 2012, “The economy of Chile is one of South America’s most stable and prosperous, with the highest nominal GDP per capita in Latin America. The Global Competitiveness Report by the World Economic Forum for 2011-2012 ranks Chile 31st, topping all Latin American countries, well above Brazil (53rd), Mexico (58th), Peru (67th) and Argentina (85th). The Ease of Doing Business Index of the World Bank for 2012 lists Chile as being the 29th most competitive country in the world and the first in Latin America. The mining sector is one of the pillars of the Chilean economy. The Chilean government strongly supports foreign investment in the sector and has modified its mining industry laws and regulations to create a favorable investing environment for foreigners. Thanks to large copper resources, progressive legislation and a healthy investment environment, Chile has become the copper-mining capital of the world, producing over a third of global output. In recent decades, mining activity has led Chile’s economic growth. Mining projects are not seen as isolated enclaves but as active promoters of regional development and generating new sources of employment. Increased investment in exploration and mining stocks, greater output and exports of mineral products and their derivatives have been key factors that have contributed to the development of communities. In the words of the President of Chile, Sebastián Piñera, at the annual meeting of the Mining Council (Consejo Minero) held in November 2011, “The mining industry represents a little more than 20% of Chile’s GDP, equal to more than US$40 billion and generates direct employment for approximately 110,000, and indirect more than 500,000 people.” “Mining is Chile’s engine,” said Hernán de Solminihac, Chilean Minister of Mining, when talking about the overall mining investment portfolio by 2020, which is estimated to equate to US$66.8 billion. This continual growth is based not just on the industry expanding, but also on it becoming more sophisticated and diverse. Traditionally, Chile’s mining strength has been based on a single commodity: copper. In the past two decades, Chile has consolidated its position as world leader in copper production, raising its global market share from 17.7% in 1990 to 34.2% in 2011. Mine copper output in 2011 reached 5.69 million metric tons (mt) of refined copper, a 267,000 mt or a 5.0% annual increase on the previous year.According to AndrésMac-Lean, executive vice president of The Chilean Copper Commission (Cochilco), “The trend should stand over the short term, with production in 2013 expected to reach a record 6.12 million mt”. Chile has been the leading global producer of copper since the 1990s when the process of liberalization opened the Chilean market to the arrival of large international mining companies, whose investments led to a tripling of the country’s copper production so that in 1999 Chile produced roughly 35% of the copper mined in the world.”

Despite this traditional and continued focus on copper, which accounts for more than 60% of the total mining Chilean exports, other minerals are also receiving increased attention. In 2011, Chile ranked first globally in copper, lithium and rhenium, third in molybdenum, fifth in silver and 15th in gold. Chile was also one of the world’s significant producers and exporters of potassium nitrate and sodium nitrate and ranked second after Japan in world production of iodine. Over the next four years, we believe there will be a substantial increase in silver, copper and, especially, gold output. Moreover, Chile is one of the most significant producers of arsenic, boron, refined selenium, pumicite, sulfur, salt and diatomite. However, the Chilean mining industry needs to face certain challenges including access to water, energy and the lack of qualified personnel. Nevertheless, the stable political and economic situation and the mining regulation framework support confidence and foresight for investments in the country; we believe the production potential of Chile is huge and long-term projections are positive.

Investment Regime applicable to foreign company involvement in mining projects in Chile

Capital and loans for any kind of projects can be brought into Chile as FDI under either Decree Law 600 or Chapter XIV of the Foreign Exchange Regulations of the Central Bank of Chile. As a general rule, foreign exchange transactions must be reported to the Central Bank of Chile.

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There are two regulatory frameworks to bring investment capital into Chile: (i) Chapter XIV: The capital that may be registered under this regulation must exceed US$10,000 or its equivalent in other currencies. After the funds enter the country through the Formal Exchange Market (commercial banks and authorized exchange houses), they can be either converted into local currency or delivered to the beneficiary in foreign currency. Under Chapter XIV there are no restrictions on repatriations of profits or capital. Likewise there are no specific rights or benefits when capital is brought through these means; and, (ii) Decree Law 600: The minimum amount that may be registered under DL 600 is US$5,000,000 or its equivalent in other currencies; likewise working capital can be brought by these means and registered as a foreign investment. Under DL 600, the foreign investor enters into a contract with the Country of Chile, which governs all the rights and obligations related to the investment. Amendment to these contracts require consent from both parties. Thus, the Country of Chile cannot unilaterally alter these contractual arrangements. Among other guarantees, DL 600 guarantees free access to foreign exchange for the remittance of capital and profits. When the foreign investment is entered through Decree Law 600 the foreign investor has the right to tax stability during the term of the foreign contract.

The Company has not yet established the regime under which it will bring working capital into Chile, however, it has been working with legal counsel and an accounting firm in Chile to determine the best taxation structure under which it will bring the $10,000,000 of required exploration and development funding into  Chile to maximize its return on investment and keep taxation to a minimal and allow the Company to repatriate profits.

International Investment Treaties applicable to Mining projects undertaken or sponsored by foreign companies.

We believe that Chile is very rich in natural resources, and the most active industries are mineral and energy resources, fisheries, forestry, agriculture, manufacturing and service industries. We believe that Chile is one of the preferred investment destinations in Latin America due to its open and stable economy, with one of the most extended free trade agreements and investment protection treaties networks worldwide (more than 20 commercial agreements that cover 90 per cent of Chilean trade).

Moreover, Chile has an expanding tax treaty network, which includes effective double taxation treaties with Argentina, Brazil, Canada, Croatia, Denmark, Ecuador, France, Ireland, South Korea, Malaysia, Mexico, New Zealand, Norway, Paraguay, Peru, Poland, Portugal, Spain, Sweden and the United Kingdom. Furthermore, there is tax treaty negotiation activity with several other countries. While the United States has tax treaties with a number of foreign countries, and they drafted a treaty document with Chile in 2010,  they do not currently have a tax treaty with Chile.  .The Company  is going to review the taxation implications on profits derived from operations but has not yet finalized any taxation advice in regard to the U.S. taxation issues of doing business in Chilean.  Currently we have been focused on the structure of the Chilean operations to minimize tax under the Chilean tax regime which is the primary jurisdiction in which our operations will take place.  We do intend to get taxation advice in regard to the impact on shareholders in the U.S.

Duties, royalties, and taxes in Chile conditional on obtaining or continuing mining concessions.

A mining concession requires the payment of an annual fee during the month of March of each year, which is calculated based on the surface of the concession and the amount varies according to the nature of the concession (exploration, exploitation and non-metallic). If the owner fails to pay the mining fee within the corresponding annual period, a judicial procedure to publicly auction the concessions is commenced; this auction may be suspended if the owner makes double payment of the amount due before to the auction.

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Water Rights, Availability of Water, Shared Water Resources

Water rights in Chile are generally granted by means of a resolution issued by the Chilean Water Agency. The water right is a concession, by which the right to exercise an exclusive possession over a public good is created in favor of the concessionaire. Its holder has ownership over the granted or acquired water right, which is constitutionally protected and may be freely transferred or mortgaged. Water rights have an independent legal standing, and therefore, they do not follow mining concessions or land ownership. However, current legislation contemplates “water right of the miner,” which enables the holder of mining concession to use the water that has been discovered – within the limits of its mining concession- when performing mining operations. As such, the “water right of the miner” follows the mining concession, thus expiring jointly with the mining concession.

Once granted, water rights are not limited in terms of time. However, they may be subject to a non-use fee if the Water Agency determines that the water rights are not being used. If such fee is not paid, then, under the direction of the Water Agency, the State Treasury of Chile will initiate a judicial process to auction the water rights.

Mining facilities are mainly located in the north of Chile where there is little availability for both surface and ground water. In order to overcome difficulties in obtaining water resources for their activities, mining companies have started to investment in desalination plants.

Surface Rights, Use and Occupation of Surface, access routes, pipeline and electric line routes, roadways or railways for product transport.

Under Chilean law, a mining concession is a right different and separate from ownership of the surface land, even if the land and the mining concession are owned by the same person.  Easements are granted in favor of the mining concession with different purposes, such as rights of way, occupation, water supply, and power supply. These mining easements can either be established upon mutual agreements between the parties or by a court resolution, which will estimate the corresponding compensation for the damages derived from the easement.

Availability of Power

In Chile, private companies are responsible for electric power generation, transmission and distribution, while the Chilean government plays a subsidiary role as regulator and supervisor.

Mining facilities may generate their own power or acquire energy from one of four interconnected grid systems. Due to their geographical location, most mining projects are connected to the Interconnected System of the North (SING) or to the Interconnected Central System (SIC). The owner of a mining concession may be granted with an easement right to facilitate power supply.

Grounds for termination of rights under a mining concession, water or surface rights

The primary reason for lawful termination of a mining concession is the failure to timely pay mining fees. Surface rights granted to develop a mining project (easement)  may be cancelled in case of no fulfillment of the obligations contained in the agreement or in the judicial resolution that granted the easement.

Chile has recently passed a law on mine closure, which includes technical, environmental and financial considerations for abandonment of mine operations, although such closing shall not terminate the mining concession.

Infrastructure

Chilean law generally provides clear legal and regulatory framework to develop (in some cases as public-private partnership) essential infrastructure for the mining industry such as port facilities, overland transportation, electric power, airports and sanitary infrastructure. This infrastructure may be subject to a prior environmental assessment according to the environmental regulations.

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Collateral Security Arrangements in Chile

The most common securities used for transactions regarding mining projects are a mortgage over the mining concessions, surface land and water rights, as well as pledges over the machinery used for the exploration and exploitation of mining concessions. It is also common to grant pledges over the shares of the companies that own the mining concessions.

Notwithstanding prohibitions granted in favor of a third party, such as a bank, there are no limitations to transfer and assign the rights associated to a mining project, including any environmental licenses.

Insurance in Chile

Domestic insurance companies in Chile cover all kinds of risk. In addition, insurance and reinsurance policies can be purchased from insurance companies abroad, and can cover almost all kind of risks. Payments from insurance policies can be claimed abroad, and as any other legal title, the creditor of an insurance policy can endorse it to permit claims, either in Chile or abroad. The authority in this matter is the Chilean Securities and Insurance Supervisor.

Requirements in Chile related to domestic and foreign labor, suppliers and contractors

According to the Chilean labor legal framework, there is a 15% maximum of foreign workers that may be hired by a company in Chile. All foreign workers need a working visa that allows them to perform remunerated activities, exclusively for the employer with which the labor contract was subscribed. The foregoing 15% limitation only applies to the general workforce. Professional and specialized technical positions as required and used in by the mining industry,  are not commonly affected by the 15% rule and companies are permitted to have foreigners on their pay-rolls.

In Chile, employees cannot have salaries under the net minimum salary fixed by law (currently  approx. US $385 per month for 2012, with the 2013 minimum wage yet to be published), and the employer has also to pay an employee’s social security, which includes pension funds, health insurance, labor accident insurance and unemployment insurance.

Extension of liabilities beyond the Company

Generally a company is only liable to the extent of its assets for any claims arising within Chile.  However, in some cases such as labor accidents and fraud (corruption, money laundering and financing of terrorism), a company’s responsibility and liability may be extended to the owners, directors and mangers.

Financing of Mining Projects in Chile

Due to the political and economic stability offered by Chile, mining projects are commonly financed throughout traditional ways (shareholder contributions, loans, project financing, and bond issuance).

The main challenge in terms of mining financing is how to strengthen the participation of mining companies in the stock exchange and to attract more investment for exploration activities. For this purpose, Chile has taken some measures such as the implementation of a qualified persons system and the public funding of mining exploration through Corporacion del Fomento de la Produccion (“CORFO”), the organization responsible for economic development in Chile. CORFO will foster the “Phoenix Fund”, a mixture of public and private investment, to fund up to 50 different projects over the next ten years. The government contribution is just under US$100 million, while six investment funds have contributed the remainder of the financing for the project (total amount estimated in US$150 million).   The Company is currently seeking information from its Chilean lawyers and accountants as to whether the Phoenix Fund may have funds available that the Company can source for the exploration and development of its property.

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Government Royalties

In 2006, Chile passed a law approving the Specific Mining Tax (royalty) to be paid by mining companies depending on their production and based on operating margins (sales less direct costs and expenses). At that time, companies that entered into a foreign investment agreement (DL 600) accepted an amendment to their tax invariability, subject to certain guarantees related to the maximum royalty rate of 4 per cent (instead of 5 per cent) and accelerated asset depreciation, and a 12-year or 15-year invariability for these new foreign investment contracts, depending on their execution dates.

In 2010, in support of Chile’s reconstruction of damage caused by a major earthquake that occurred in Chile in February 2010, the Chilean government approved a temporary increase in the income tax rate from 17 per cent to 20 per cent. Likewise, jointly with a new maximum for the royalty, it implemented a rate calculation formula in order to associate such tax payment with the mining industry’s cycle.

Therefore, companies with annual sales ranging between 12,000 and 50,000 metric tones of fine copper (exempted below 12,000) will be charged with a marginal rate ranging from 0.5 per cent to 4.5 per cent over the taxable operational mining income; and those with annual sales over 50,000 metric tones of fine copper are subject to an effective tax burden ranging from 5 per cent to 14 per cent over the taxable operational mining income.

Information sources

The website of the Chilean Copper Commission contains important legal and regulatory pieces related to the mining industry such as the Political Constitution, the Organic Constitutional Law on Mining Concessions, the Mining Law, the Environmental Law and the Safety Regulations. Moreover, it has several reports and studies conducted by the Commission with valuable information about mining in Chile.   Its website is www.cochilco.cl.

For an overview of taxation in Chile, including the Specific Mining Tax, the website of the Chilean Internal Revenue Service is www.sli.cl/portales/inversionistas/imp_chile/imp-chile-ing.htm.

Other relevant authorities for the mining industry in Chile are the National Mining and Geologic Service, the Central Bank of Chile, the Water Agency and the Chilean Securities and Insurance Supervisor. Website for the foregoing authorities are noted below.

· www.sernageomin.cl

· www.dga.cl

· www.bcentral.cl/eng/

· www.svs.cl

Market, Customers and Distribution Methods

We believe that large and well capitalized markets are readily available for all metals and precious metals throughout the world. A futures market for the pricing and delivery of future production of metals and precious metals also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities, production in the industry, and new and or reduced uses for subject metals.

The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

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Competition

The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of resource legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions and overall levels of supply and demand for mineral exploration.  In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable mining properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:

● keeping our costs low;

● relying on the strength of our management’s contacts; and

● using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

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Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

Under the terms of the Option Agreement, the Company has the rights to earn a 75% interest in a total of 6,161 hectares (15,224 acres) of mining concessions known as the Roble and Angela tenures.     The Roble tenures were initially acquired as exploration concessions and, over the past five years, have successfully been converted into exploitation concessions.  The Angela tenures are currently exploration concessions.   Further detail on the concessions may be found on page 49 under Description of Property.

Research and Development

We did not incur any research and development expenses during the period from June 24, 2010 (inception) to the period ended December 31, 2012.

Available Information

We are subject to the reporting and other requirements of the Exchange Act and we are required to file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K in order to meet our timely and continuous disclosure requirements.  We make available on our internet website our filings with the Securities and Exchange Commission which can be found at www.swingplaneventuresinc.com.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Government Regulations

Any operations at our mineral properties will be subject to various state laws and regulations in Chile which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. As in most jurisdictions, the state has absolute, exclusive, inalienable and non-lapsable ownership of all minerals. According to the legal framework, mining concessions, both for exploration and exploitation, are granted by a judicial resolution from the civil courts in a voluntary and non-contentious judicial proceeding. The main consideration behind this judicial nature of the concession is the non-intervention of any other authority (lack of administrative interference) with the technical support provided by the National Mining and Geologic Service. The procedure to incorporate a mining concession is based on the godfathering principle that grants preference to obtain it to the first petitioner before the local ordinary court.

The mining framework is based on three legal pieces: (i) The Constitution (1980); (ii) The Organic Constitutional Law on Mining Concessions (1982); and, (iii) The Chilean Mining Code (1983). These essential rules are complemented with other key laws and regulations related to safety, environmental protection, water and energy, among others.

We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Notwithstanding that the Country of Chile is the owner of all mineral resources, the Constitution allows exploration and exploitation work conducted by private companies or individuals, either local or foreigners, through mining concessions. The exception is the exploitation of lithium, and liquid and gaseous hydrocarbons which are limited only for the Country of Chile that may exploit them directly or through administrative concessions or special contracts with private parties.

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All mining concessions shall always be granted by a judicial resolution, and the ownership of the mining concession is protected by the Constitutional guarantee of the right of property. Once a mining concession is granted, its owner will be entitled to explore or exploit all the mines located within the area of its concessions and to become the owner of all mineral substances that are able to be removed.   Certain of the mining concessions held under the Option Agreement have been granted to the Optionors and certain of the mining concessions are under application.

The exploration concession is granted for two years (renewable for another 2 years under certain conditions) and the exploitation concession is granted indefinitely, in both cases only subject to the payment of the corresponding mining fees. There is no obligation to conduct works or make certain investments to keep the concession. Certain exploration concessions have been granted to the Optionors, while other exploration concessions are in the final process of being issued, according to the title option prepared by our Chilean legal counsel.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations.  We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Regarding the environmental license and the associated permits, the project may require an environmental impact assessment (study or declaration) depending on the area it is located. Also, the associated permits would vary according to the phase of the mining project (prospection, exploration, development, construction, operation and closure). The public agency in charge of overseeing safety matters is the National Mining and Geologic Service.

Foreign Currency Exchange Rate

We expect that international revenues will account for a majority of our total revenues.  Our international operations in Chile expose the Company to foreign currency fluctuations.  Revenues and related expenses generated from our international operations will generally be denominated in the functional currencies of the local countries.  For example, revenues derived from Chile will be denominated in pesos.   Generally, any person can enter freely into foreign exchange transactions pursuant to the Central Bank Act of Chile. However, the Central Bank of Chile can, for a period of up to one year (which can be indefinitely renewed for further one-year periods): (i) require that certain foreign exchange transactions be effected exclusively in the formal foreign exchange market; and (ii) restrict, and impose conditions on, foreign exchange transactions. Within this framework, the Central Bank currently requires that certain foreign exchange transactions (such as bringing foreign currency into Chile) be reported to the Central Bank and effected exclusively in the formal foreign exchange market.

Our statements of income of our international operations are translated into United States dollars at the average exchange rates in each applicable period.  To the extent the United States dollar strengthens against foreign currencies, the translation of foreign currency denominated transactions will result in reduced revenues, operating expenses and net income for our business. Similarly, our revenues, operating expenses and net income will increase if the United States dollar weakens against foreign currencies.

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We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiary and our investments in equity interests into United States dollars in consolidation.  If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiary financial statements into United States dollars will lead to a translation gain or loss which is recorded as a component of accumulated other comprehensive income which is part of stockholders’ equity.  In addition, we may have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency.  Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.

Capital Equipment and Expenditures

During the year ended June 30, 2012 and through the period ended December 31, 2012, our efforts were primarily focused on exploring potential mining opportunities; therefore, no material capital equipment was acquired by us.

Investment Policies

We do not have an investment policy at this time. Any excess funds the Company has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest or additional funds held by our Company. Presently we do not have any excess funds to invest.

Employees

As of December 31, 2012 we did not have any employees.   Carlos De la Torre, our sole officer and a director of the Company works devotes 30 hours per week to our operations on a consulting basis and been invoiced the amount of  $10,000.00 per month for the last two months.    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.  We currently contract with outside consultants as required.  We will be required to hire employees as we commence production of our mining concessions.   We cannot at this time determine how many employees will be required however we expect all employees will be hired in a subsidiary to be established in Chile.

The Optionors of the Property are currently mining and shipping some copper mineralized material from the Property, having commenced those operations during October, 2012.    The Optionors have had two shifts, working ten days on and ten days off, consisting of 9 employees, comprised of a Foreman, Logistics and Administration, Blaster / Driller, Blaster\Driller’s Helper,  Skid Steer Operator, Front End Loader and Excavator Operator,  Ore Sorters and a Camp Cook.

There are currently no relationships proposed, pending or established with any labour union.

The Company will not contract with any employees until such time as they can procure and situate heavy equipment on the Property and sufficient to commence mining operations.

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RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Form 8-K before making an investment decision with regard to our securities. The statements contained in or incorporated into this Form 8-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to our Business and Associated with Mining

We currently have no source of operating cash flow and we have a history of operating losses.

We have no revenues from operations, our mineral property interests are in the exploration stage and we have a history of operating losses. We will not receive revenues from operations at any time in the near future, and we have no prior year’s history of earnings or cash flow. We have incurred losses. There can be no assurance that our operations will ever generate sufficient revenues to fund our continuing operations or that we will ever generate positive cash flow from our operations. Further, we can give no assurance that we will attain or sustain profitability in any future period.

We are currently a mining exploration stage company. See “Item 2 Properties” of this Report for more information regarding our mining concessions.

According to SEC definitions, our mining concessions do not have any proven or probable reserves. A “reserve,” as defined by the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not carried out any feasibility study with regard to our mining concessions. As a result, we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on our mining concessions.

Mineral exploration is highly speculative in nature and there can be no certainty of our successful development of profitable commercial mining operations.

The exploration and development of mineral properties involve significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few explored properties develop into producing mines. Substantial expenses may be incurred to locate and establish mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by us towards the exploration and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

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Our future is dependent upon our ability to obtain financing.  If we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or generate positive cash flow in the future.  We will require additional financing in order to proceed beyond the first few months of our exploration program.  We will also require additional financing for the fees we must pay to maintain our status in relation to the rights to our properties and to pay the fees and expenses necessary to become and operate as a public company.  We will also need more funds if the costs of the exploration of our existing projects are greater than we have anticipated.  We will also require additional financing to sustain our business operations if we are not successful in earning revenues.  We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when it is required.  Our future is dependent upon our ability to obtain financing.  If we do not obtain such financing, our business could fail and investors could lose their entire investment.

We may be unable to obtain the funds necessary to finalize our property option agreement.

Under the terms of the Option Agreement, for our mining concessions, we are required to expend the following payments:

 (i)              $750,000 cash payment on or before June 30, 2013

(ii)              $750,000 cash payment on or before June 30, 2014

(iii)             $5,000,000 cash payment to be made from net proceeds of Production.

An aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date (October 1, 2012) as follows:

(i) $10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 180 days of October 1, 2012, ( the Effective Date”) or by March 30, 2013 to be fully expended within eighteen (18) months of the Effective Date or March 31, 2014; (Mid Americas is currently in default regarding this clause in the Agreement);

(ii)	$10,000,000 to be expended on or before three years from the Effective Date or by 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 Mid Americas.

Under the Option Agreement and the Amendments thereto, the funds paid to the Optionors under Cash Consideration shall be understood to be Expenditures under Property Expenditures therefore shall be expressly considered as part of the Property Expenditures which the Mid Americas Corp. must incur pursuant to said Property Expenditures in order to maintain in force and exercise, the Option Agreement.

Currently we do not have sufficient funds to expend the ongoing exploration funds and property payments required under the Option Agreement.  As an exploration company it is often difficult to obtain adequate financing when required, and it is not necessarily the case that the terms of such financings will be favorable. If we fail to obtain additional financing on a timely basis, we could forfeit our rights to the mining concessions and/or reduce or terminate operations.

Exploration information on the Property is limited and consists mainly of anecdotal records and therefore cannot be relied upon.

Limited information on previous programs, both recent and historical, are comprised predominantly of anecdotal records.  Analytical results and records associated with previous programs are unavailable and cannot be recovered.

We have not undertaken any drilling on the Property. Limited, reverse circulation drilling was undertaken by the Optionors in the past on the Property, however, the only information available with regard to this drill program are collar locations, brief descriptions of the cuttings and summaries of the analytical results. No analytical certificates are available to support the analytical results reported. The results are, therefore, considered anecdotal and cannot be relied upon as accurate.

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The Company has secured no contracts for drilling required for exploration and/or delineation drilling on the Property.

While our director Johannes Lindorfer has experience with drilling and associated cost in Chile and is familiar with the Property, the Company cannot secure drilling contracts until such time as funds are available and a drill program is defined. It is unknown whether the Company will be able to negotiate drilling contracts to meet their planned timelines, if and when funds become available or what costs may be at the time.

Management has no previous experience with drilling and associated costs in Chile, particularly with the cost of drilling in the Atacama Desert.  Furthermore, the Company has no information with regard to drill companies available or the cost of drilling.

The Company intends to undertake diamond drilling for recovery of core for geological evaluation, structural interpretation and sampling, however, accessing water required for the proposed drill program may prove difficult.

The Company has no information regarding potential to sell high grade mineralized material other than to La Empresa Nacional de Minería (“ENAMI”) in Chile.

As stated previously, the Company requires a license in order to sellhigh grade mineralized material from the Property to the ENAMI facility at either Copiapo and/or El Solado, however, that does not prevent the Company from selling high grade mineralized material elsewhere, including internationally.  However, the Company has not yet investigated the possibility for sale of high grade mineralized material other than ENAMI.

ENAMI pays for only copper, gold and silver, however, preliminary analytical results suggest potential for a diverse suite of metals and/or minerals in addition to these metals.

ENAMI does not pay the World Spot Price for copper, instead paying a reduced rate.  In addition, ENAMI retains the first gram of gold or the first ounce of silver, based on the type of ore delivered.  Therefore, once the Company commences operations on the Property and initiates delivery of high grade mineralized material, we cannot expect to receive market value for that material.

There are no metallurgical studies, with associated expected metallurgical recoveries, available for the Property.

There are no metallurgical studies available from previous work and, therefore, no information regarding anticipated recoveries for copper and/or additional metals.  The Company has submitted two samples for metallurgical testing, however, does not expect to be in receipt of the results of this testing for several months.

We have not undertaken any process testing or bench scale testing as at the filing of this document therefore the feasibility of any processing facility on the Property is not determinable at this time

We plan to utilize the government owned (i.e. ENAMI) processing facilities available at Copiapo and/or El Solado for sale of copper leachable mineralized material in the near future.  Similarly, we plan to sell high grade copper mineralized material to the ENAMI facility at Copiapo.  We do not have any metallurgical studies on material from the Property and have not undertaken any process testing or bench scale testing to date.  In the absence of any such testing, the feasibility and practicality of an independent processing facility on the Property is entirely conjectural.

Metallurgical testing will be required to evaluate the nature and characteristics of the mineralized material to determine metals and/or minerals potentially available for recovery and the methodologies by which they might be recoverable. Metallurgical testing is undertaken in a laboratory on a relatively small sample and would require process or bench scale testing in a pilot plant prior to initiating construction of a processing facility.

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The Company intends to investigate the potential for a proposed processing facility to produce gold and/or silver concentrate and other metals identified on the property but the information required to complete such investigation is not currently available and will not become available without further work on the Property and the Company securing additional financing.

The Company intends to  investigate potential for the proposed processing facility with the objective of producing a gold and/or silver concentrate, as well as possible recovery of one (or more) of a diverse suite of metals and/or minerals tentatively identified on the Property.  However, the Company does not have any of the information required to evaluate this proposed initiative.  Required information would include, but not be limited to, geological mapping (surface and underground), additional geochemical sampling, sub-surface delineation to definition drilling, metallurgical testing, resource estimate(s) for one (or more) veins, process and/or bench testing, engineering studies, additional permitting, environmental studies and cost of a processing facility. Unless and until the Company secures additional financing or enters into a joint venture whereby the joint venture partner funds such testing, no testing will take place.

Mineralized material is based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, mineralized material presented in our filings with securities regulatory authorities, including the SEC, press releases, and other public statements that may be made from time to time are based upon estimates made by our consultants.  When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties.  Until mineralized material is actually mined and processed, it must be considered an estimate only.  These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.  We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably.  Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital.  There can be no assurance that minerals recovered in small scale tests will be recovered at production scale.  The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades, and operating costs that may prove inaccurate.  Extended declines in market prices for metals may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

There is no mine plan for the Property.

There has been very little exploration completed on the Property as a whole.  Mining and exploration in the past has been limited to following mineralization identified at surface into the sub-surface to the limits of the technology (i.e. historical mines) and/or equipment (i.e. recent drifts) available.

Until such time as the Company commences operations and thereby assumes control of sub-surface operations, there is, and will be, no formal mine plan for identification and subsequent development of surface and/or sub-surface mineralization.

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We are an exploration stage company, and there is no assurance that a commercially viable deposit or “reserve” exists in the property over which we have concessions.

We are an exploration stage company and cannot assure you that a commercially viable deposit, or “reserve,” exists on our mineral properties. Therefore, determination of the existence of a reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic and environmental factors. If we fail to find commercially viable deposits, our financial condition and results of operations will be materially adversely affected.

There are no reserve estimates available for the Property therefore we cannot state with any degree of certainty whether there can be any sustained production on the Property

There are no reserve estimates available for the Property nor will any reliable reserve estimates be available until such time as the Company can  undertake exploration, surface trenching and drilling on the Property  In the absence of any regularly spaced sub-surface information on the mineralized veins, their respective grades and continuity are uncertain.  In the absence of regular sampling associated with a delineation drill program, (a) resource estimates cannot be determined.

Uncertainty in the Estimation of Resource Estimates

Mineral reserve and mineral resource estimates are imprecise and depend partly on statistical inferences drawn from drilling and other data which may prove to be unreliable. Future production could differ dramatically from mineral resource estimates for many reasons including the following:

♦	Mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;
♦	Declines in the market price of one or more of the metals of interest may render the mining of mineral resources uneconomic;

♦	Increases in operating mining costs and processing costs could adversely affect mineral reserves or resources; and
♦	The grade of mineral reserves or resources may vary significantly from time to time and there can be no assurance that any particular level of metal may be recovered from the mineral reserves or resources.

The Company has not currently undertaken the following steps which may be required to produce any reserve estimates:

♦ As noted above, the Company has not undertaken any drilling on the Property and  historical data is not sufficient to support a  reserve estimate;

♦ In the absence of sub-surface drilling, regularly spaced samples for the purposes of a resource estimate are not available

♦ sampling completed to date is insufficient for determination of a resource esrtimate

♦ The Company has not undertaken any process testing or bench scale testing;

♦ The Company has not undertaken  preparation of a mine plan or evaluated processing concepts;

♦ The Company does not have any metallurgical flow sheets nor any information regarding anticipated recoveries for copper and/or additional metals

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Estimates of mineralized materials are subject to geologic uncertainty and inherent sample variability.

Although the estimated resources at our existing property will be delineated with appropriately spaced drilling, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated.  There also may be unknown geologic details that have not been identified or correctly appreciated at the proposed level of delineation.  This results in uncertainties that cannot be reasonably eliminated from the estimation process.  Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.  Acceptance of these uncertainties is part of any mining operation.

The Company does not currently have any mineral reserve estimates that can be relied upon  and no assurance can be given that anticipated tonnages and grades will be achieved once we have undertaken the work required to estimate reserves.

There are numerous uncertainties inherent in the estimation of mineral reserves, including many factors beyond the Company’s control.  Mineral estimation is a subjective process, and the accuracy of any resource estimate is a function of the quantity and quality of data available, the assumptions made and judgments used in the accompanying engineering and geological interpretation. In addition, there can be no assurance that mineral or metal recoveries in small scale laboratory tests will be duplicated in larger scale becnh tests and/or pilot plants under on-site conditions or during production.

Inferred mineral resources do not have demonstrated economic viability. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured and indicated mineral resources as a result of continued exploration.

Fluctuation in metal prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of any such resource or reserve estimate. The volume and grade of resources mined and processed and recovery rates may not be the same as anticipated. Any material reductions in estimates of reserves or our ability to extract these resources, could have a material adverse effect on our results of operations and financial condition.

Because our business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations.

Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.

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Damage to the environment could also result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and properties are subject to extensive laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to health and safety. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences; (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities; (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas; (iv) require remedial measures to mitigate pollution from former operations; and (v) impose substantial liabilities for pollution resulting from our proposed operations.

The exploration of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future. There are also risks against that we cannot, or may not elect to insure. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our financial position, future earnings, and/or competitive positions.

The prices of metals are highly volatile and a decrease in metal prices can have a material adverse effect on our business.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the metals market from the time exploration for a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a minerals property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metal prices have decreased. Adverse fluctuations of metals market prices may force us to curtail or cease our business operations.

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Mining operations generally involve a high degree of risk.

Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.

If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: (i) increase the cost of exploration to a point where it is no longer economically feasible to continue operations; (ii) require us to write down the carrying value of one or more mines or a property; (iii) cause delays or a stoppage in the exploration of minerals; (iv) result in damage to or destruction of mineral properties or processing facilities; and (v) result in personal injury, death or legal liability. Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows.

We may not be able to compete with current and potential exploration and production companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We will be competing with many exploration and production companies that have significantly greater personnel, financial, managerial and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

We may not have access to all of the supplies and materials we need to begin exploration or production, which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration and production activities. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials prior to undertaking exploration or production programs. If we cannot find the products, equipment and materials we need, we will have to suspend our exploration or production plans until we do find the products, equipment and materials.

An adequate supply of water may not be available to undertake mining and production at our properties.

The amount of water that we are entitled to use from wells or other sources must be determined by the appropriate regulatory authorities.  A determination of these rights is dependent in part on our ability to demonstrate a beneficial use for the amount of water that we intend to use. Unless we are successful in developing a property to a point where it can commence commercial production of precious metals, we may not be able to demonstrate such beneficial use. Accordingly, there is no assurance that we will have access to the amount of water needed to operate a mine at our properties.

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Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We plan to conduct mineral exploration on certain mineral properties.  The search for valuable minerals as a business is extremely risky.  We can provide investors with no assurance that additional exploration on these properties will establish that commercially exploitable reserves of minerals exist on these properties.  Additional potential problems that may prevent us from discovering any reserves of minerals on these property include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates.  If we are unable to establish the presence of commercially exploitable reserves of minerals on these properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

Our operating costs could be adversely affected by inflationary pressures especially to labor, equipment, and fuel costs.

The global economy is currently experiencing a period of high commodity prices and as a result the mining industry is attempting to increase production at new and existing projects, while also seeking to discover, explore and develop new projects.  This has caused significant upward price pressures in the costs of mineral exploration companies, especially in the areas of skilled labor and drilling equipment, both of which are in tight supply and whose costs are increasing.  Continued upward price pressures in our exploration costs may have an adverse impact to our business.

Severe weather or violent storms could materially affect our operations due to damage or delays caused by such weather.

Our exploration activities are subject to normal seasonal weather conditions that often hamper and may temporarily prevent exploration activities.  There is a risk that unexpectedly harsh weather or violent storms could affect areas where we conduct exploration activities.  Delays or damage caused by severe weather could materially affect our operations or our financial position.

We depend on our sole officer and our directors and the loss of these individuals could adversely affect our business.

Our Company is completely dependent on our sole officer Carlos De la Torre, and our directors Johannes Lindorfer and Carlos De la Torre. We currently have no employees and the loss of either one of these individuals could significantly and adversely affect our business. We do not carry any life insurance on our directors and officers.

If we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow our business effectively.

Our performance is largely dependent on the talents and efforts of highly-skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly-skilled personnel for all areas of our organization, as well as to identify, contract with, motivate and retain contract personnel on an outsourced basis for special projects. Our continued ability to compete effectively depends on our ability to attract new employees. As we become a more mature company, we may find our recruiting efforts more challenging.  If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may struggle to grow our business.

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Our Chilean legal counsel in preparation of a title opinion has identified certain anomalies in the title that may, if not cured, impact on our rights to certain of the mining concessions under the Option Agreement.

We have commissioned the preparation from Chilean legal counsel in regard to title of the mining concessions underlying our Option Agreement.   Our Chilean legal counsel has advised the following in regard to title:

Roble 4B 1 al 9 granted exploitation concessions:

A mistake was made in the survey of the exploitation concession Roble 4B 1 al 9.    The minutes of the survey state that the name of the the concession is Roble 4B 1 al 9 with 9 “pertenencias”, but the survey comprises 10 “pertenencias”.   According to article 95 of the Chilean Mining Code, a minins concession can be annulled in case a mistake was made in the survey process.  The right to request the annulment expires 4 years after the publication date of the ruling that grants the concession.  No request of annulment of Roble 4B 1 al 9 has been filed as of November 23, 2012 (the date of the title opinion).   The term to request the annulment will expire on July 27, 2016.   Further, there was a mistake in the survey process on one of the surveyed concessions which requires a new survey and re-filing with the respective government departments.  This new survey has not yet been undertaken and the concession could be at risk of being lost if the survey is not undertaken and re-filed.

Angela Exploitation concessions in process of being granted.

In the granting procedures of the 51 exploitation concessions named “Angela”, the original license fee (Tasa) was paid after the expiration of the deadline term established by the law.   According to article 86 of the Chilean Mining Code these concessions could be annulled by the Judge before issuing the ruling granting the concession.   If the Judge does not declare the annulment and the concessions are fully granted, the procedural defect mistake will be remedied.

As a protective measure while the Angela exploitation concessions are granted, the Optionors filed a new group of claims named “Angelita” that overstake the same area covered by the Angelas.  In case any of the Angela claims are annulled by the Judge, the rights in the area will be secured by the Angelita.

Third parties preferential rights

The exploitation concessions in the process of being granted Angela Veinticuartro A 1 al 10 is overlapping the exploration concession Pelicano 39A owned by Compania Minera del Pacifico S.A., that hold preferential rights.    The exploitation concessions in the process of being granted, Angela Diez 1 al 20 and Angela Diaz A 1 al 20 are overlapping the exploitation concession Carol 35 1 al 40 owned by by Compania Minera del Pacifico S.A.  Due to the overlaps, these concessions may not be granted to the Optionors.

License fees paid for the Exporation Concessions

While the owner of the mining concessions has agreed to pay such fees, if and when, he receives notice of default, we cannot be assured that he will do so and failure to cure the default, if noticed by the Chilean government could result in a loss of certain of the concessions.   Finally, one of the concessions is over-staked and the Company has no right to such over-staked portion of that particular concession.  As such, the foregoing anomalies and factors identified by our Chilean legal counsel may cause our mining concessions to lose value, or curtail our rights in such mining concessions.  Any loss of value in or rights to our mining concessions could adversely affect our business and results of operations.

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In Chile surface rights are different and separate from ownership of the surface land.  We have not reviewed the surface rights agreements, if any and we may risk additional costs should they require a ruling of the courts.

Surface rights are different and separate from ownership of the surface land, even if the land and the mining concession are owned by the same person.  Easements are granted in favor of the mining concession with different purposes, such as rights of way, occupation, water supply, and power supply. These mining easements can either be established upon mutual agreements between the parties or by a court resolution, which will estimate the corresponding compensation for the damages derived from the easement.  In the event that the property owner does not voluntarily agree to the granting of an easement, the Optionors may request such easement before the Courts of Justice, who shall grant the same upon determination of due compensation for losses.   We cannot at this time define the amount of additional costs, if any, and if required to pay such compensation and the Optionors cannot pay and if we do not have sufficient funds to pay, we may risk the loss of the rights to work on the Property.

Currently power is supplied to the Property by the use of generators, should we require additional power for operations, the costs and the time may delay and perhaps halt operations.

Currently, the Optionors are running property operations by generator and our initial plans for exploitation include the purchase of additional generators.  However, we cannot at this time say with certainty that power by way of the provision of generators will be sufficient and certainly, if we progress to the siting of a processing plant on the Property, we may need to source additional power and at this time we cannot say with certainty that such power will be available or the costs for such power, which may be prohibitive to continued operations.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our financial statements for the period ended December 31, 2012,  included a going concern note from our auditors.   The Company has had limited operations. As of December 31, 2012, the Company has not emerged from the exploration stage and has no revenues. 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 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 future of our Company is dependent upon future profitable operations from the extraction of copper and the growth of our mineral properties. Our management will need to seek additional financing in the future. These conditions raise substantial doubt about our Company’s ability to continue as a going concern.

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Risks Related to Doing Business in Chile and Internationally

International and political events may adversely affect our operations.

A significant portion of our revenue will be derived from foreign operations, which exposes us to risks inherent in doing business in each of the countries where we transact business. The occurrence of any of the risks described below could have a material adverse effect on our business operations and financial performance. With respect to any particular country, these risks may include:

· expropriation and nationalization of our assets in that country;

· political and economic instability;

· civil unrest, acts of terrorism, force majeure, war, or other armed conflict;

· currency fluctuations, devaluations, and conversion restrictions;

· confiscatory taxation or other adverse tax policies;

· governmental activities that limit or disrupt markets, restrict payments, or limit the movement of funds;

· governmental activities that may result in the deprivation of contract rights; and

· governmental activities that may result in the inability to obtain or retain licenses required for operation.

Due to the unsettled political conditions in many mineral-producing countries, our financial performance is subject to the adverse consequences of war, the effects of terrorism, civil unrest, strikes, currency controls, and governmental actions. Our operations may be conducted in areas that have significant amounts of political risk and any disruptions in operations could increase our operating costs.

Community disputes in the countries and territories in which the Company operates may have a negative effect on the Company’s operations.

Some of the Company’s current and potential operations are located in or near communities that may regard the mining operations as being detrimental to their circumstances. Community expectations are typically complex with the potential for multiple inconsistent stakeholder views that may be difficult to resolve. Stakeholder opinion and community acceptance can be subject to many influences, for example, related industries, operations of other groups, local, regional or national events in other places where we operate. In the extreme, our operations may be a focus for civil unrest or criminal activity.

Chilean law may permit extension of liability beyond the Company to our officers, directors and owners, which could serve as a deterrent to our ability to attract and hire qualified personnel or obtain investment in our Company.

Under Chilean law, a company is generally only liable to the extent of its assets for any claims arising within Chile.  However, in some cases such as labor accidents and fraud (corruption, money laundering and financing of terrorism), a company’s responsibility and liability may be extended to the owners, directors and officers.  The risk of liability extending beyond the corporate entity may deter highly-skilled and talented individuals from working for or investing in the Company, which may result in our inability to grow our business.

Economic and political developments in Chile may adversely affect our business.

All of our operations and assets are located in Chile.  As a result, our financial condition, results of operations and business may be affected by and are subject to the general condition of the Chilean economy, the devaluation of the Chilean peso as compared to the U.S. Dollar, Chilean inflation, interest rates, regulation, taxation, social instability and other political, social and economic developments in or affecting Chile, including changes in the laws and policies that govern foreign investment, as well as changes in United States laws and regulations relating to foreign trade and investment, over which we have no control. There can be no assurance as to the future effect of any such changes on our results of operations, financial condition, or cash flows.

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Fluctuations in foreign currency rates, in particular the Chilean peso, may materially affect our results of operations.

The Company carries on its primary business activity outside of the United States. Accordingly, it is subject to the risks associated with fluctuation of the rate of exchange of other foreign currencies, in particular the Chilean peso, the currency in which much of the Company’s costs are paid, and the United States dollar, the currency for calculating the Company’s sales of minerals based on the world’s commodity markets. Financial instruments that impact the Company’s net earnings or other comprehensive income due to currency fluctuations include: Chilean peso denominated cash and cash equivalents, accounts receivable, accounts payable, and investments in mining interests. Such currency fluctuations may materially affect the Company’s financial position and results of operations.

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers.

All of our assets are located outside the United States. In addition, all of our directors and officers are nationals and/or residents of a country other than the United States, and all of their assets are located outside the United States.   As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal and state securities laws against us or our directors and officers.

As we face intense competition in the mineral exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

Our mineral properties are in Chile and our competition there includes large, established mining companies with substantial capabilities and with greater financial and technical resources than we have.  As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable.  We may also have to compete with the other mining companies in the recruitment and retention of qualified managerial and technical employees.  If we are unable to successfully compete for financing or qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

Government regulation may adversely affect our business and planned operations.

Mineral exploration and development activities are subject to various Chilean laws governing prospecting, development, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters.  We cannot assure you that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration or development of our properties.

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The Company’s mining, exploration and development projects could be adversely affected by amendments to such laws and regulations, by future laws and regulations, by more stringent enforcement of current laws and regulations, by changes in policies of Chile and the United States affecting foreign trade, investment, mining and repatriation of financial assets, by shifts in political attitudes in México and by exchange controls and currency fluctuations. The effect, if any, of these factors cannot be accurately predicted. Further, there can be no assurance that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

As we undertake exploration of our mineral property, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program, which could increase our expenses.

We will be subject to the mining laws and regulations in Chile as we carry out our exploration program. We will be required to pay mining taxes to the Chilean government. We will be required to prove our compliance with relevant Chilean environmental and workplace safety laws, regulations and standards by submitting receipts showing the purchase of equipment used for workplace safety or the prevention of pollution or the undertaking of environmental remediation projects before we may be able to obtain certain permits. If our exploration activities lead us to make a decision to go into mining production, before we initiate a major drilling program, we may have to obtain an environmental impact statement authorization. This could potentially take more than 10 months to obtain and could potentially be refused. New regulations, if any, could increase our time and costs of doing business and prevent us from carrying out our exploration program. These factors could prevent us from becoming profitable.

Risk Related to an Investment in Our Securities and our Status as a Public Company

The relative lack of public company experience of our management team may put us at a competitive disadvantage.

Our management team lacks public company experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. The individuals who now constitute our senior management team have had no prior responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.  While we are currently seeking additional qualified directors and officers for the Company and Mid Americas we may not be able to find such individuals or the costs to retain them may be prohibitive to us at this time due to our limited financial resources.

We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year.

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This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that its internal controls and procedures are currently not effective to detect the inappropriate application of U.S. GAAP rules. Management realize there are deficiencies in the design or operation of our internal control that adversely affect our internal controls which management considers to be material weaknesses including those described below:

i) Inadequate segregation of duties consistent with control objectives

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources.  We cannot assure you that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language, or XBRL. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term.. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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

The future issuance of common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common shares held by our investors, and might have an adverse effect on any trading market for our common shares.

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

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

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

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

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

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

Our common stock may be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): (i) the trading volume of our shares; (ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or failure to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price and volume fluctuations of publicly-trading and particularly, microcap companies.

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Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC-BB and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

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

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

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to our company and stockholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders.

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.

Our common shares are currently traded under the symbol “SWVI,” but currently with low or no volume, based on quotations on the “Over-the-Counter Bulletin Board,” meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more viable. Additionally, many brokerage firms may not be willing to effect transactions in the securities. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or nonexistent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

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We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

Stockholder should be aware that, according to SEC Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

Holders of the Preferred Stock have certain voting rights, which if voted collectively, could result in a control of any matters put before the Company’s stockholders for a vote.

We have issued a total of 5,000,000 shares of Preferred Stock.  Each share of Preferred Stock holds the right to 100 votes for each share of common stock brought before the stockholders for a vote.  Holders of the Preferred Stock have voting rights with respect to matters that generally require the approval of voting stockholders, in addition to voting rights as specifically required by Nevada law . In the event the holders of Preferred Stock vote collectively as to any matter put before a vote, such holders of Preferred Stock could control the vote.  While the holders of Preferred Stock have not advised that they intend to vote collectively on any matter, nor are we aware of any voting agreements currently in place, we cannot know with certainty that such holders of Preferred Stock will not vote collectively in the future or enter into any voting agreements.

If we issue additional shares in the future, whether in connection with a financing or in exchange for services or rights, it will result in the dilution of our existing stockholders.

Our articles of incorporation authorize the issuance of up to 550,000,000 shares of common stock with a par value of $0.001 per share, and 5,000,000 shares of preferred stock, $0.001 per share.  Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties, to fund our overhead and general operating requirements and in exchange for services rendered to the Company. Such issuances may not require the approval of our shareholders.  Any future issuances may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock.  If we issue any such additional shares in the future, such issuance will reduce the proportionate ownership and voting power of all current shareholders.

There may be future dilution of our common stock as a result of the conversion of our outstanding preferred stock, which may adversely affect the market price of our common stock.

We have issued 5,000,000 shares of Preferred Stock.  Each share of Preferred Stock will be convertible at the option of the holder thereof into 50 shares of our common stock. The conversion of some or all of the Preferred Stock will dilute the ownership interest of our existing common stockholders. Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of the outstanding shares of our common stock and the Preferred Stock. In addition, the existence of our Preferred Stock may encourage short selling or arbitrage trading activity by market participants because the conversion of our Preferred Stock could depress the price of our equity securities.

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Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we may be deemed a “shell company” pursuant to Rule 144 prior to the Transaction, and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which our Current Report on Form 8-K is filed with the Commission reflecting our status as a non-“shell company.” Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of our Current Report on Form 8-K reflecting our status as a non-“shell company” and we have otherwise complied with the other requirements of Rule 144.  As a result, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

We may not qualify to meet listing standards to list our stock on an exchange.

The SEC approved listing standards for companies using reverse acquisitions to list on an exchange may limit our ability to become listed on an exchange.  We would be considered a reverse acquisition company (i.e., an operating company that becomes an Exchange Act reporting company by combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE Amex or Nasdaq until our stock has traded for at least one year on the U.S. OTC market, a regulated foreign exchange or another U.S. national securities market following the filing with the SEC or other regulatory authority of all required information about the merger, including audited financial statements.  We would be required to maintain a minimum $4 share price ($2 or $3 for Amex) for at least thirty (30) of the sixty (60) trading days before our application and the exchange’s decision to list.  We would be required to have timely filed all required reports with the SEC (or other regulatory authority), including at least one annual report with audited financials for a full fiscal year commencing after filing of the above information.  Although there is an exception for a firm underwritten IPO with proceeds of at least $40 million, we do not anticipate being in a position to conduct an IPO in the foreseeable future.  To the extent that we cannot qualify for a listing on an exchange, our ability to raise capital will be diminished.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements  of Mid Americas Corp., including the notes thereto, appearing elsewhere in this report.  The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.  All references to currency in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section are to U.S. dollars, unless otherwise noted.

Overview

Mid Americas was incorporated in the country of Belize on April 23, 2012.  On January 31, 2013, Mid Americas effected a 100 for 1 forward stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share. Mid Americas is a natural resource exploration stage company and anticipates acquiring, exploring, and if warranted and feasible, developing natural resource assets.  To date, Mid Americas’ activities have been limited to formation, the raising of equity capital, and the development of a plan to develop and monetize the Algarrobo property. Mid Americas’ primary asset is an option agreement, as amended, to acquire 75% of certain mining concessions in Chile, known as the Robles and Angela tenures which comprise a total of 6,161 hectares.  The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of 930 hectares and the Angela concessions which comprise a total of 5,231 hectares, are granted exploration status, with application made for exploitation status, to the Government of Chile.

Our management’s discussion and analysis of our financial condition and results of operations are only based on Mid Americas’ current business.  Our previous shell company’s results of operations are immaterial and will not be included in the discussion below.

Results of Operations for the Fiscal Year Ended June 30, 2012 and for the period from Inception (April 23, 2012) until June 30, 2012

We have not had any revenue since inception on April 23, 2012.

As we were incorporated on April 23, 2012 we do not have any prior fiscal year comparable figures reflected on our financial statements.   Our fiscal year end is June 30, 2012.

From inception to June 30, 2012 we have had a net loss of ($751,850), which is comprised solely of operating losses, wherein we expended consulting fees of $50,000, exploration costs of $700,000  related solely to payments as required under the Option Agreement to the Optionors and incorporation costs of $1,850.    The Company has determined to expense the payments under the Option Agreement due to the terms of the Option Agreement whereby the Company may not recover any of those costs or any interest in the mining concessions unless all of the terms of the Option Agreement are fulfilled.  For Mid Americas our operations were concentrated on raising the funding required to fund the payments under the Option Agreement, coordinating with accountants in regard to structure of ongoing operations, negotiations with the Company pursuant to an agreement to be entered into with Mid Americas and the payments to the Optionors as required under the Option agreement. We have accounts payable of $1,850 which relates to incorporation costs.

Basic and diluted losses per share for the fiscal year  ended June 30, 2012 was ($0.15).

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Results of Operations for the six month period ended December 31, 2012 and from Inception to December 31, 2012.

We have not had any revenue since inception on April 23, 2012.

As we were incorporated on April 23, 2012 we do not have any prior period comparable figures reflected on our financial statements.   Our fiscal year end is June 30, 2012.

For the six months ended December 31, 2012 we incurred  losses from operating expenses of $376,000 which were sole comprised of exploration expenses as we made additional payments under our Option Agreement to the Optionors and expensed those payments, due to the lack of recoverability of the payments or any asset related thereto unless all of the terms of the Option Agreement are fulfilled.   Our net loss as at December 31, 2012 was ($376,000)  as compared to a net loss of ($1,127,850) from inception to December 31, 2012.   The majority of our operating losses from inception relate to payments to the Optionors totaling $1,076,000 which we determined to expense.   For Mid Americas our operations were concentrated on raising the funding required to fund the payments under the Option Agreement, coordinating with accountants in regard to structure of ongoing operations, negotiations with the Company pursuant to an agreement to be entered into with Mid Americas and the payments to the Optionors as required under the Option agreement.

Basic and diluted losses per share for the period ended  ended December 31, 2012 was ($0.075).

Liquidity and Capital Resources as at June 30, 2012 and for the Six Months Ended December 31, 2012.

As at the time of this filing, we are an exploration stage company intending to be engaged in the exploration of mineral properties. To date, we have not generated any revenues.

Cash on hand as at the date of this filing is $25,000, by way of  a loan from an unrelated third party, with a promise to fund up to $100,000 for operations subject to reaching a final agreement on the terms of a loan with both Mid Americas and the Company.   As at  December 31, 2012 and June 30, 2012  our cash on hand was $Nil.   We have no assets as we have determined to expense our payments under the Option Agreement due to the fact that unless we can fulfil all of the terms under the  Option Agreement which is currently in default, but extended by the Optionors subject to ongoing negotiations.

We have a working capital deficit of ($127,850) as at December 31, 2012.

On April 23, 2012, we received share subscriptions for a total of 5,000,000 shares at a purchase price of $0.20 per share for total proceeds of $1,000,000 (after giving consideration to a forward split of 1,000 to 1).

As at December 31, 2012 we had no cash for operations, as at the date of this filing the Company has arranged funding of up to $100,000 on terms yet to be finalized with an unrelated third party, of which the first $25,000 has been funded to Mid Americas and will be used to pay outstanding expenses related to property reports and property visits.

We will look to our parent, Swingplane Ventures, Inc. for funding of our commitments and for funding of operations.   In order to improve our liquidity, we intend to pursue additional equity financing from private investors or possibly a registered public offering, debt financing or a joint venture.  We currently do not have any arrangements in place for the completion of any further financings and there is no assurance that we will be successful in completing any further private placement financings, debt or joint venture agreements. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us, however we will be in default under the Option Agreement unless we can renegotiate the current terms.

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As outlined below, our current cash requirements are significant due to planned exploration and exploitation of current projects, and we anticipate generating losses. In order to execute on our business strategy, including the exploration and exploitation of our current mining property, we will require additional working capital, commensurate with the operational needs of our business plan, including exploitation plans and planned drilling projects and obligations.  Accordingly, we expect to continue to use debt ,equity financing or joint venture funding to fund operations for the next twelve months, as we look to expand our asset base and fund exploration and exploitation of our projects. There are no assurances that we will be able to raise the required working capital on terms favorable to us, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to cease our operations.

Trends, Events and Uncertainties that May Impact Our Proposed Business

“As commodity prices decline and global economic uncertainty persists, it’s harder for mining companies to predict future demand patterns. Companies are deferring their expansion projects in the face of waning Chinese demand, yet world demand promises to increase dramatically in the coming years.  With cost pressure mounting and talent shortages ongoing, Companies must assess the viability of a more complex series of  options. Investments will be necessary to enable companies to weather more severe volatility.”(1)

(1)Philip Hopwood, Global Mining Leader, Australia

The push to produce safely at all costs has become a reality, against a backdrop of spiraling costs for raw materials, labor, capital projects and compliance,   at the same time, macro-economic issues continue to take their toll. While the U.S. has been recovering slowly, Europe’s sovereign debt crisis persists. Despite ongoing commodity price volatility, governments around the world are taking larger shares of mining profits. Local communities, too, are demanding greater concessions.

While long-term demand from industrializing nations is anticipated to rise over time, short-term dynamics are interfering with current operations. Amid rumors of growing stockpiles, China’s buying activity has been waning. Additionally, share prices have decoupled from underlying commodity values for many miners, restricting access to capital on favorable terms. This is particularly challenging in an environment of declining grades – a trend that’s pushing companies to more remote, and more costly, regions.  Mining companies can no longer commit to production solely on the basis of their initial business cases. Before companies decide where to locate and which projects to pursue, they should take a wider range of factors into account – including shifting legislative and political realities, community expectations, infrastructure needs, risks associated with corruption and fraud, talent requirements, and the availability of key resources like energy and water. This mandates a level of analytical capability that many companies, including our company currently lack.

The high cost of doing business tops current mining industry trends. Unlike last year, however, commodity prices are not supporting the weight. While commodity prices are still well above their 2008 lows, they have dropped over the past year. Margins are once more under pressure and threaten to remain so as costs escalate across the board. Currency volatility relative to the U.S. dollar has pushed up local prices for specialized equipment, raw materials and labour in key mining regions around the world, including Latin America. Worker demands for higher salaries and bonuses, and the exceptional cost of fly-in/fly-out arrangements, are also driving labor costs to unprecedented highs.  Energy and water shortages in many of the world’s mining provinces are raising input costs and compelling mining companies to increase infrastructure investment.

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Similarly, as more governments introduce taxes, royalties and environmental mandates aimed squarely at the mining industry, the cost of compliance continues to soar.  As a result, costs are reaching unsustainable highs.  For certain operations, production costs for key commodities such as copper, aluminium and nickel have already reached, or exceeded, London Metal Exchange (LME) prices. Unless mining companies improve operational efficiency, proactively control maintenance costs and invest in cost reducing technologies, this trend is likely to continue.   We cannot at time predict what costs we are going to face for operations and whether such costs will allow us to effect our business plan.

There’s been an appreciable shift in the past several months as mining companies become more cautious in their demand outlook and reduce their free cash flow forecasts. Across the board, companies are reassessing their project pipelines and capital allocation decisions, and re-prioritizing their capital programs to focus on core high-margin projects.

We face competition from a number of projects which are in stages more advanced and are available due to a lack of currently available capital for exploration projects as the majority of funds available are shifting to exploitation of already existing deposits.    We believe that this current trend will impact on our ability to fund our planned exploration programs unless we can commence operations and generate revenues from the sale of copper and other minerals.   We are required to provide comprehensive technical reports to raise the funds required to commence these operations and are currently sourcing qualified persons and companies to prepare such reports.    We cannot state with certainty that such reports, when prepared, will demonstrate what we believe to be the merits of the property and commencement of production.  If they do not, we may not be able to finance our business plan and we will lose our Option.

Plan of Operation

As of the date of this Current 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 $12,000,000 of which we will expend approximately $1,000,000 for operations and $11,000,000 under the Option Agreement to fund our mining project in Chile. This budget does not include any funds for the acquisition of any additional projects.

We are an exploration stage company and are in the early stages of developing and executing 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 do not  have sufficient funding to meet our obligations over the next twelve months.   We are currently seeking financing from several sources and we intend to file a registration statement for $12,000,000.  There can be no assurance that we will be successful in our fund raising efforts.  Our ability to meet our financial liabilities and commitments is primarily dependent on the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

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The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

These estimates outlined below may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.  We do expect that if we raise the $11,000,000 required for operations to commence significant production on our mining concessions that we will have revenues to offset expenses but we cannot accurately predict at this time what those revenues may be or if we will have any revenues at all.

Description	Estimated Completion Date	Estimated Expenses  ($)
Legal and accounting fees	12 months	200,000
Management salaries and consulting fees	12 months	500,000
Exploration  and production expenditures, including equipment purchases, employees and operations of our mining concessions	12 months	10,000,000
Office expenses	12 months	100,000
Property payments	12 months	750,000
Working Capital	12 months	450,000
Total		12,000,000

We intend to meet our cash requirements for the next twelve months by way of equity,  debt or joint ventures with existing mining companies.  We currently do not have any arrangements in place to complete any financings and there is no assurance that the funds will be available when required or that we will be successful in completing any equity financings, debt financings or joint venture agreements.  There is no assurance that any such financing will be available or if available, on terms that will be acceptable to us.  We do not currently have sufficient funds to fund our operations, we may not raise sufficient funds to carry out our business plan and we may lose the option on the mining concessions.

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Off Balance Sheet Arrangements.

None. 

Contractual Obligation Table

The following table outlines payments due under our significant contractual obligations over the periods shown, exclusive of interest:

	Payments due by Period
Contractual Obligations	Less than		One to		Three to		More Than
At May 1, 2013	One Year		Three Years		Five Years		Five Years		Total
Operating Lease Obligations	$	9,434,815	$	10,000,000	$	-	$	-	$	19,434,815
Long-Term Debt Obligations	$	-	$	-	$	-	$	-	$	-
Capital Lease Obligations	$	-	$	-	$	-	$	-	$	-
Purchase Obligations	$	-	$	-	$	-	$	-	$	-
Other Long-Term Liabilities	$	-	$	-	$	-	$	-	$	-

The above table outlines our obligations as of May 1, 2013 and does not reflect any changes in our obligations that have occurred after that date.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances.

A listing of the significant accounting policies are listed below:

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.

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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.

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.

Income taxes – The Company is an International Business Company (IBC) incorporated in Belize, and as such is not subject to tax in its jurisdiction of incorporation.  All profit-earning activities must be undertaken outside the country of Belize.  It is anticipated that revenues may be subject to non-resident corporate taxation laws of the country of Chile once profitable operations commence.

Net income per share of common stock – We have adopted applicable FASB Codification regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

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Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

DESCRIPTION OF PROPERTY

Executive Offices

Due to frequent travel, our executive staff general offices remotely from the corporate offices in Chile. These offices provide mail, telephone answering services and the use of office facilities as required. The fees for these offices are approximately $300 per month. Our offices are at Alcantara 200, piso 6, Las Condes, Santiago, Chile 7550159.  Our telephone number is 800-373-0537.  Mr. Voyer provides office space in Canada at his current residence for the provision of his services to the Company, free of charge.

Mineral Property

Information Related to our Mining Concessions:

Index of Geologic Terms

TERM	DEFINITION
Diorite	A grey to dark grey, intermediate intrusive rock comprised predominantly of plagioclase feldspar, biotite, hornblende and/or pyroxene.
Direct Shipping Ore	Ore produced from the grond that can be shipped directly to ENAMI requiring no additional processing.  Currently, Direct Shipping Ore contains a minimum average grade of 9%, with 12% accepted without penalty
ENAMI	Empresa Nacional de Mineria, Chile’s National Mining Company.  Owns and operates a processing facility, including smelter, at Copiapo, approximately 45 km south of the Property
Gangue Minerals	Non-economic minerals that accompany primary mineralization, often includes minerasl such as calcite, chlorite, quartz and sericite
Iron oxide-Copper-gold (IOCG)	A deposit dominated by iron, as hematite and/or magnetite, accompanied by potentially economic grades of copper.  Often accompanied by highly anomalous to potentially economic cobalt, gold, molybdenum, Platinum Group Elements (PGE), Rare Earth Elements (REE) and/or silver.
Main Mineralized Trend	An approximately 8 km x 2.5 km area containing the majority of the known, well mineralized, high grade, copper-bearing veins – exposed predominantly within the Roble tenures
Major Veins	Three, well developed, high grade copper-bearing veins hosting the majority of the historical workings and mines. The three Major Veins are the Estaca, Descubridora and Panga veins

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Olivine gabbro	A mafic intrusive rock having an equivalent composition to basalt.  Gabbro contains predominantly of pyroxene and plagioclase, with subordinate amphibole and olivine.  When olivine is relatively abundant, the rock is referred to as an Olivine Gabbro.
Oxidized Environment	A chemical environment, often at or near surface, or in contact with oxidized surface waters, in which oxygen is available for chemical reactions and/or elements with muiltiple valence numbers can lose an electron, increasing their positive charge (i.e. Fe2+ to Fe 3+)
Primary Minerals	The most abundant minerals characterizing a deposit or a particular rock type.  The mineral(s) by which a rock or deposit-type would be named.  For example, an Iron Oxide-Copper-Gold deposit would have the primary mineral “Iron oxide” (as magnetite and/or hematite), “Copper” and “Gold”.
Quartz Diorite	An intrusive rock having quartz, alkali and plagioclase feldspar as the primary components.  Quartz content can vary between 5 and 20 % by volume.  May contain biotite, amphibole and/or pyroxene as mafic minerals.
Reduced Environment	A chemical environment, often at depth below surface, characterized by a lack of free oxygen, in which minerals are characterized by sulphide minerals.
Secondary Minerals	Minerals having a lower abundance than the Primary Minerals accompanying a rock or deposit-type.  For example, cobalt, molybdenum, silver, etc can accompany IOCG deposits but are neither specific to them nor define them.  Secondary minerals is also used to refer to alteration minerals formed by the alteration from original, primary minerals.
Sulphosalts	A complex suite of minerals having solid solution replacement between end members.  An example of a sulphosalt end member is Tetrahedrite (Cu)12Sb4S13).  Substitution and replacement of antimony with arsenic results in Tennantite (Cu12As4S13).  Other elements involved in substitution/replacement include silver, zinc, lead, bismuth, vanadium, etc.
Supergene	Used to describe both alteration and a chemical environment in which metals liberated through oxidation in an oxidized, often near surface environment, move downward to the base of the oxizied zone and precipitate the metals.  .
Supergene Enrichment	Supergene enrichment is the process by which metals move downward to the base of the oxidized zone and enrich underlying mineralized zones, resulted in higher grade mineralization
Vein	A vein is a linear feature that was once open (i.e. a fracture, fault) and has since been infilled with one or more minerals as a result of fluid movement.  Quartz veins (i.e. veins dominated by quartz) are the best known examples.  On the Property, many of the veins have been filled with one or more copper minerals disseminated within either hematite and/or magnetite

Algarrobo Property

Mid Americas has the rights to acquire 75% of certain mining concessions in Chile (the “Option Agreement”).  The mining concessions, known as the Robles and Angela tenures comprise a total of 6,161 hectares.   The Robles concessions have been granted exploitation status from the Government of Chile and comprise a total of  930 hectares and the Angela concessions are granted exploration status, with application made for exploitation status and comprise a total of 5,231 hectares.

Until such time as Mid Americas  shall have commenced production on the property, the Optionors shall have  all rights to production.  Upon Mid Americas commencing production, which shall be defined as the commencement of the processing of minerals from mills to be constructed by Mid Americas, then the net proceeds from production shall be split as to two-thirds (2/3) to Mid Americas and one-third (1/3) to the Optionors until the Optionors shall have received $5,000,000, at which time the Optionors will revert to a twenty-five (25%) percent carried interest whereby, the Optionors will receive twenty-five (25%) of the net proceeds from Production for the life of the project, which may sold, transferred or assigned.

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The Optionee shall be appointed Operator and shall have the right to work on the Property, and to permit any other person or persons as it may in its sole discretion decide to, enter on and conduct the Mining Operations on the Property as the Operator may decide. The Operator shall have quiet possession during the Option Period with full power and authority to the Operator, its servants, agents, workers or contractors, to carry on Mining Operations in searching for minerals in such manner as the Operator may determine, including the right to erect, bring and install on the Property all buildings, plant, machinery, equipment, tools, appliances or supplies as the Operator shall deem necessary and proper and the right to remove therefrom reasonable quantities of rocks, ores and minerals and to transport them for the purposes of sampling, metallurgical testing and assaying. The Operator shall conduct all Mining Operations in a careful and miner-like manner and in compliance in all material respects with all Acts, regulations, by-laws, orders and judgments and all applicable directives, rules, consents, permits, orders, guidelines and policies of any Government or Regulatory Authority with jurisdiction over the Property.   The Operator shall agree, with the commencement of mineral processing or earlier on mutual consent and up to such time as the interest in the Property is earned by the Optionors, to retain the services of Gunter Stromberger as field supervisor at a fee of $25,000 per month to commence with the commencement of operations by the Operator.

Process for the Acquisition of Mineral Rights at the Location

Mineral rights may be acquired as follows:

· renting a claim.   A claim can be rented at any time during the constituting process, (including pedimento) – none of the Algarrobo claims are rented;

· purchasing a claim (including a pedimento)  - none of the Algarrobo claims have been purchased;

· claiming directly from the government - all the claims for the Algarrobo Property have been claimed directly from the Government.

The duration of the claims is permanent, as long as the yearly claim taxes are paid.   The Roble claims are patented claims (“Mensuras”).  The Angela claims were originally obtained as exploration claims (“Pedimentos”) and are now awaiting conversion into Mensuras.  All necessary steps for conversion of the Angela claims into Mensuras have been completed, and the Optionors are currently awaiting Sernageomin approvalor conversion of the Angela concessions to Mensuras.

Steps by which mineral rights are  acquired in Chile are as follows:

Exploration Concession (“Pedimento”)

a. File in courthouse (initiate 30 day deadline)

b. Judge’s resolution (“inscribe and publish)

c. Inscribe at “Conservades be Minas”

d. Publish inscription in “Boletin Minero”

e. Pay taxes

(Note: All above steps MUST BE completed within 30 days of initial filing)

f. Present publication, inscription and tax receipt to court, request “sentencia constituiva”

g. Receive sentencia constitutive, inscribe and publish (120 deadline for this phase)

Upon conclusion of all of the above steps the Pedimento is constituted which is valid for two years from final deadline. There is a one time alternative whereby the claim holder may reduce the area of the concession by fifty percent.

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Transfer to Manifestacion (Production Claim)

                                                           Available at any time while a Pedimento is valid.

Direct to Manifestacion (Pedimento not necessary)

h. Present to court

i. Next steps same as Pedimento (above – publish, inscribe, etc. – 30 day deadline)

j. Between 200 – 220 days: window to present “Solicitud de Mensura” with description of property and plan. If not presented within this 20 day window, claims are forfeited.

k. Carry out mensura – construct claims markers, prepare “Plano de Mensura”, present all to court

l. Court sends to “Sernageomin” (Servicio Nacional de Geologia y Mineria) for approval (approximately 2-3 years process)

m. Sernageomin has “observations” – correct and re-submit (iterative process until no more “observations”)

n. Once no observations remain: request “Sentencia Constitutiva” for claim, this sentence creates the “Mensura”

o. Inscribe and Publish sentence, pay fees

The Roble tenures were initially acquired as exploration concessions (“Pedimentos”)  and, over the past five years, have successfully been converted into exploitation concessions (“Mensuras”)  The Angela tenures are currently Pedimentos and application has been made for Mensuras status. The Roble tenures  cover a total  of 930 hectares, the Angela tenures cover a total of 5,231 hectares, and collectively the tenures total  6,161 hectares. Following is a tabulation of the tenures comprising the Algarrobo Property:

Tenure Name	Size (hectares)
Roble 2 1 AL 20	100
Roble 2A 1 AL 9	50
Roble 2B 1 AL 3	50
Roble 3 1 AL 15	100
Roble 4 1 AL 23	130
Roble 4B 1 AL 9	100
Roble 5 1 AL 10	80
Roble 5A 1 AL 9	70
Roble 5B 1 AL 19	100
Roble 5C 1 AL 20	100
Roble 9 1 AL 9	50
Total	930

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Tenure Name	Northing	Easting	Dimensions		Size
			N-S (m)	E-W (m)	hectares
Angela Uno 1 AL 12	7007600	330500	600	1000	60
Angela Tres 1 AL 6	7006800	331950	400	900	36
Angela Cuatro 1 A 7	7006650	330950	700	500	35
Angela Siete	7006500	334500	1000	3000	300
Angela Ocho	7007000	337500	1000	3000	300
Angela Nueve	7007000	340000	1000	2000	200
Angela Diez	7006900	332000	1000	2000	200
Angela Trece	7005000	340500	1000	3000	300
Angela Catorce	7004000	340500	1000	3000	300
Angela Quince	7003000	340500	1000	3000	300
Angela Dieciseis	7002000	340500	1000	3000	300
Angela Diecisiete	7001000	340500	1000	3000	300
Angela Dieciocho	7000000	340500	1000	3000	300
Angela Diecinueve	7005500	338500	2000	1000	200
Angela Veinte	7003000	338500	3000	1000	300
Angela Veintiuno	7005000	336500	1000	3000	300
Angela Veintidos	7005000	336500	1000	3000	300
Angela Veintitres	7004000	336500	1000	3000	300
Angela Veinticuatro	7003000	336500	1000	3000	300
Angela Veinticinco	7002000	336500	1000	3000	300
Angela Doce	7006000	340500	1000	3000	300
				Total	5,231

The Roble concessions have all been successfully converted to Mensuras and are, therefore, secured by the Chilean Courts.  The only way the Roble concessions can now be lost is through failure to pay the annual taxes.

The only requirement for maintenance of the concessions is payment of the annual taxes.  As at the date, the Company has failed in its requirement to pay the required tax payments under the Option Agreement.   The Optionors are taking steps to pay such payments in order to maintain the concessions.

Location and Means of Access

The Algarrobo Property (the “Property”) is located approximately 850 km north of Santiago, in the III Region, Province of Copiapo, Chile.  The city of Copiapo is located approximately 45 km to the southeast and the small port city of Caldera is 25 km to the east.  The approximate center of the Property is located at 27° 2’ 48” S Latitude, 70° 34’ 4” W Longitude.

The Property consists of 21 “Angela” and 11 “Roble” tenures, comprising a total of 6,161 ha (15,224 acres) approximately 25 km east of the community and port at Caldera. All of the Roble tenures are exploitation concessions (Mensuras) and the Angela concessions are in the process of being converted from Pedimentos to Mensuras. The Roble set of tenures surround competitors tenures covering workings, both recent and historical, defining the “Major Veins” and the “Main Mineralized Trend.”

Access to the property is available year round via the Camina Japanese (“Japanese Road”) to the southern portion of the Property and the Route 5 Highway to Caldera and the western boundary of the Property. Partially graveled roads extend approximately 10 km northwest from the Camina Japanese, with the remainder of the Property accessed via a network of roads, trails and tracks on packed sand and over exposed bedrock.

Resort-style, tourist facilities are available in Caldera, located approximately 25 km east of the core of the Property. Hotel and Cabana-style rental facilities are available for short term rent.

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Note:  the Tenure Map (preceding figure) shows only those tenures comprising the Property and Competitors tenures comprising the historical mines and workings at the core of the Property.  It does not show any of the tenures owned by Competitors adjacent to the Property.

Previous Operations

The following has been modified from the Stromberger Report (2000):

High grade copper mineralization was discovered in the late 1700’s, with initiation of large scale industrial mining in 1868 which continued for approximately 25 years.  1n 1890, Francisco San Roman reported that approximately 800,000 tons of ore grading in excess of 12% Cu had been extracted and that approximately the same tonnage remained in the “waste” dumps, grading between 3% and 4% Cu.

Ore quality and reserves were sufficiently high for the British operator of the mines at that time to construct a 20 km rail line between Caldera and the mines to facilitate transport of ore and reduce shipping costs.  In addition, the rail line was intended to increase efficient exploitation of ore by reducing the cut-off grade of direct shipping ore from 12% due to the inconvenient location and high transportation costs.  “High grade ore”, comprised of ore greater than 15% Cu was shipped directly to England, while “low grade ore”, grading less than 15% Cu, was processed at a local smelter in Caldera prior to shipment to England.  The railway remained in operation into the 1940’s.

In the mid-1900’s, a road was constructed to Caldera, which resulted in successive phases of mineral extraction through further processing of the “waste” dumps.  Such work was limited, predominantly comprised of manual operations emphasizing further extraction of vein material from existing workings.

Mining operations resulted in approximately 35 mines, ranging from near surface workings to more extensive mining operations extending several hundred metres below surface (the deepest being the Viuda at 450 m below surface).  Historical mining activity centered around three main mineralized trends, as follows:

· Panga, Ecuador, Urguay, etc. in the north

· Descubridora, Estaca, Viuda, etc. in the center

· Buena Vista, Alicia, etc. in the south

Within these old mines, copper, as copper oxides, were mined to an approximate depth of 120 meters, while underlying copper sulfides were mined to greater depth (i.e. 450 meters in the Viuda Mine).  The “waste” dumps remaining on-site from mining activity by the British operator have been reprocessed three times by local miners between 1960 and 1980.  Available records document that the initial phase of reprocessing produced ore grading between 6 – 8% Cu.  During the second phase of reprocessing, the ore produced graded between 4 – 6% Cu and the third phase of reprocessing produced ore grading between 1.5 – 2% Cu.  Based on these results, it has been estimated that the British operator probably had a cut-off grade of approximately 6% Cu.

In 1996, Minera Aguilander, a local mining company, began a leaching project at Algarrobo, with the intention of processing material in the remaining “waste” dumps, which had assayed grades between 1.5% and 2.5% copper.  This project was halted in 1997 due to the drop in world copper prices.

In 1997, American Canyon Mining Chile Ltda. (hereafter referred to as “ACM”) started a test operation of processing mine dumps in leach pads on site.  Approximately 9000t of material was crushed, screened and piled after laboratory leach tests showed satisfactory results.  The world-wide drop in the price copper halted the project in 1998.

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Since 1998, ACM undertook further exploration of the property in order to determine the mineral potential remaining in the old mines, as well as the one of possibly un-mined vein extensions.  In 2000, ACM undertook a sampling program of existing workings, including samples of mineralization from vein exposures at surface, remaining pillars and wall rocks from existing underground workings, as well as pirquinero workings, test pits and mine (“waste”) dumps.  A total of 187 samples were recovered as part of this program.

A reverse circulation drill program comprised of 15 holes, totaling 704 m, was completed in 2009 by the Optionors (Note: Samples reportedly analyzed by Acme Analytical laboratories Ltd in Copiapo, Chile, however, original certificates not available.  The Company has been unable to recover the certificates).  Collar information (Datum PSAD56, Zone 19S) is provided below.

Hole	Easting	Northing	Azimuth	Inclination	Total Depth (m)
1	344447	7007383	350°	50°	48
2	344432	7007391	230°	50°	86
3	344585	7007378	320°	40°	88
4	344620	7007475	165°	45°	57
5	344620	7007506	125°	65°	64
6	344583	7007449	200°	60°	60
7	344432	7007394	40°	40°	48
8	345096	7007889	90°	70°	108
9	344456	7007368	350°	45°	70
10	344013	7007230	330°	45°	75
				Total	704

Holes 1 to 3 and 9 did not intersect any veins, however, they did document elevated background copper values ranging between 0.15 and 0.7%.  Holes 11, 12, 13 and 14 were abandoned at 25m in sand, limited by the maximum amount of casing provided by the driller.  Hole 15, with 3m of sand cover, was drilled into, and terminated within, a dyke after 65m (G. Stromberger, pers. comm. 2012).

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Hole 4 documented 2 mineralized vein intercepts, as follows:

14m - 16m – 2 m at 1.85%

16m - 18m – 2 m at 2.66% - Note: average 2.255% over 4 m (true thickness not known)

30m - 31m – 1 m at 2.19%

31m - 34m – 3 m at 1.95% - Note: average 2.07% over 4 m (true thickness not known)

Background copper values between 0.1% - 0.75%

Hole 5 was collared approximately 30 m north-northeast of Hole #4 and oriented towards old dumps below road.

0m -10m - sand

10m - 46m - background copper values between Cu 0.1% - 0.8%

46m - 48m – 2 m at 3.2%

48m - 50m – 2 m at 2.5% - Note: average 2.85% over 4 m (true thickness not known)

50m - 64m - background copper values between 0.2% - 1.05%

Hole 6 collared approximately 50 m west-southwest of Hole 4 along the road east of camp and documented:

0m- 26m - background copper values between 0.2% - 0.5%

26m - 30m – 4 m at 0.7%

30m - 32m – 2 m at 1.1%

32m - 38m – 6 m at 1.4%

38m - 40m – 2 m at 1.3% - Note: average 1.32% over 10 m (true thickness not known)

40m - 42m – 2 m at 0.8%

42m - 60m - background copper values between 0.15% - 0.20%

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Hole 7 was collared on the big platform (location of the current Production Drift, 10 m from Holes 1 and 2, in an attempt to intersect the vein at shallower level (Holes 1 and 2 interpreted to have passed below vein).

4m - 10m at 0.2%

10m - 14m at 0.5%

14m - 16m at 1.3%

16m - 18m at 2.4%

18m - 20m at 2.9% - Note: average 2.2% over 6 m (true thickness not known)

20m - 24m at 0.9%

24m - 28m at 1.8%

28m - 30m at 0.8%

30m - 34m at 0.9%

34m - 36m at 1.1%

36m - 38m at 0.9%

38m - 40m at 0.7%

40m - 44m at 1.3%

44m - 48m at 0.9%

Hole 8 was drilled approximately 630 m east-northeast of Hole 5 so as to intersect the projection of the Mantos Ossa vein in the sub-surface.  The hole documented:

9m - 59m - background copper values between 0.1% - 0.8%

59m - 61m – 2 m at 1.8%

61m - 63m – 2 m at 2.3% - Note: average 2.05% over 4 m (true thickness not known)

63m - 108m - background copper values between 0.1% - 0.9%

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Hole 10 was collared approximately 500 m west of camp, 15 m northwest of road.

5m - 38m background copper values between 0.15% - 0.75%

38m - 40m at 2.2%

40m - 42m at 3.2% - Note: 2.85% over 4 m (true thickness not known)

42m - 75m background copper values between 0.1% - 0.6%

Over the past decade, successive programs have been completed by a variety of interests to re-process and, over time, recover the “waste” piles remaining from previous operations.  This has had the result of “reclaiming” the waste piles left from previous and historical mining activities.

There is only sparse vegetation in the Atacama desert in the immediate area, and virtually none on the bedrock exposures characterizing the Roble concessions.  As a result, there has been little requirement for reclamation.

Management is unaware of any surface and/or groundwater contamination testing and/or issues arising from previous and/or historical mining activities.

Finally, the Company has not commenced operations, has not created any mechanical disturbance and, therefore, has not incurred a reclamation requirement.

The Qualified Person for the Company, Richard Walker (Professional Geologist registered in both British Columbia and Ontario, Canada) has undertaken three Property Visits for a total of 20 days.

Present Operations

The Property is currently the site of a small scale underground operation for the purposes of recovering relatively high grade copper mineralized material, as both copper leachable (2-8% copper) and Direct Shipping material (>9% copper) for sale to the Chilean government owned and operated ENAMI facility in Copiapo.  In January, 2012, the Optionors had two drifts opened, the “Veta Gruesa Centre Drift”, located approximately 150 m east of the old camp  and the “Exploration Drift”, located approximately 190 m west of the old camp.  Both drifts are approximately 3 m x 3 m and have been driven into the Veta Gruesa, a high grade vein sub-parallel to the three Major Veins.

As of Dec. 10, 2012, the Optionors  had opened another two drifts  (the False Estaca and Descubridora drifts) and was supervising work to open a fifth drift.  All new drifts are located northwest of the “Exploration Drift”.  The southernmost drift has been driven approximately 30 m along a splay of the Estaca Vein and is referred to as the “False Estaca”.  The next front has been opened along the projection of the main Descubridora Vein and exposed very high grade copper mineralization immediately below sand cover.  Work is underway to expose another front for a subsequent drift on the high grade Descubridora Vein  to further expose the vein at a topographically lower level.

Direct Shipping Mineralized Material is being actively stockpiled from the “Veta Gruesa Centre” and the “False Estaca” drifts, as well as the “Descubridora Vein”.  Mineralization from the “Exploration Drift” was found to consist of 3% copper, however, comprising an approximately 50:50 mix of oxide and sulphide copper mineralization which is not currently suitable as Direct Shipping Mineralized Material.  Further work on this drift has been temporarily halted.

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Subsequent to the Option Agreement, an application was made to ENAMI by the Optionors for the purposes of shipping copper mineralized material from the Property to the ENAMI facility in Copiapo. Once the certificate has been received, shipment of Direct Shipping Mineralized Material (having a minimum of 9% copper content) from the Property can commence.   However, the Company will have no right to any of the proceeds from the sale of any shipped mineralized materials until such time as it fulfills the requirements of the Option Agreement as described herein.

In addition to the drifts (described above), a further 19 veins have been exposed as possible fronts for preparation ofadditional drifts.  These proposed fronts are located throughout the Property, predominantly on the Roble concessions,  and have undergone limited excavation sufficient to exposehigh grade copper mineralized veins.  Each vein exposed has a minimum width of at least 1 m and contains a core of high grade copper mineralization within, or having a halo of, lower grade copper mineralization.

Since December, 2012, the Optionors have undertaken a considerable amount of work to further extend existing drifts.  In addition, work has been undertaken on a new drift, the Maribel Drift, together with initial work on the proposed Angela Drift.  Finally, a large open cut has been exposed on the Descubridora I and II to extract high grade, near surface material exposed in bedrock immediately underlying eolian sand cover.

As of the end March, 2013, a total of approximately 734 m of underground drifting had been completed, as follows: Veta Gruesa Centre workings – 336.5 m; V CAMP workings (“Exploration” Drift) – 191 m; Descubridora; Open cut over approximate vertical exposure of 21 m and a 41 m drift; False Estaca – 77 m and Veta Gruesa East – 89 m.  These workings are discussed below.

In addition, initial work was completed to expose the proposed Angela Drift below, and on strike with, a well-developed, strongly oxidized, copper mineralized vein.  The exposed vein comprises an oxidized, leached zone approximately 2.8 m thick, having a 60 cm thick, strongly to completely oxidized, iron-oxide core.

Approximately twenty trenches, having an areal extent between 6 and 200 m2, have been excavated on behalf of the Company.  Approximately fifteen of the new trenches were excavated in the Sierra de la Gloria area, located approximately 5.5 km south-southeast of the nearest active workings.  This work was undertaken to further evaluate the mineral potential suggested by previous work (i.e. results for samples ALGA12RW-001 to 004 and ALGADG-01 to 05).

The new trenches expose several small, yet high grade, copper mineralized veins, between 2 and 5 cm thick, within leached, oxidized zones up to 1.5 m thick.  In addition, several of the veins, as well as the leached, mineralized zones, were documented to thicken dramatically from surface to the base of trenching.  In the most extreme example, a 2 cm thick, chocolate-brown vein comprised of completely oxidized iron (goethite) thickened to approximately 30 cm over a down-dip distance of 1 m.

One of the trenches exposed a 1.3 m thick, well developed, strongly to completely oxidized, dark to brick red iron oxide zone immediately below a thin cover of eolian sand.  The new exposure is interpreted to represent a potential iron cap to a high grade copper mineralized vein, similar to that documented on the Descubridora I and Veta Gruesa Centre occurrences.  As such, it will require further work to expose and evaluate it as a candidate for a possible drift.  Such work will be undertaken at a later date, when sufficient heavy equipment is available to support potential underground development in this area.

Finally, observations made in exposures from recent excavations are interpreted to tentatively confirm the interpretation that near surface carbonate veins (in particular, siderite and/or ankerite – iron carbonate veins) may represent the high level equivalent of deeper, high grade copper mineralized veins.  Excavations at both Sierra de la Gloria and at the west end of the surface expression of the Veta Gruesa, as well as several instances noted in outcrop, identified high grade copper inclusions and/or nodules within and/or along the margins of several separate and distinct siderite / ankerite veins.

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The Maribel Drift has been driven on an interpreted splay of the Descubridora Vein and is located approximately 1.45 km from the workings on the Descubridora Vein. The Drift extends approximately 40 m from the portal along an interpreted splay of the Descubridora Vein.  The face exposes approximately 60 cm of a strongly leached, iron oxide zone comprising the vein.

Two drifts have been driven off the initial Exploration Drift, both east and west along the Veta Gruesa.  Initial interpretations suggested the vein targeted by the workings was the Veta Gruesa Vein, however, more recent work is interpreted to indicate it is a splay, located above and north of the Veta Gruesa.  The workings are now referred to as the V CAMP drifts.

Total extent of work completed on the VCAMP drifts comprises approximately 191 m of underground drifts.  Results reported by the Optionors from ENAMI delivery assay receipts suggest a grade of approximately 3% copper, comprised of a 50:50 mix of oxide and sulphide copper material.  Further work is contemplated to extend the drift below transitional zone material into underlying sulphide zone material.

Work to extend drifts for subsequent exploitation continues on the Property, with recent work completed in preparation for the proposed False Estaca II Drift.  This work resulted in discovery of four small veins, comprised of the False Estaca vein and three interpreted splays of the False Estaca Vein.

A third, short drift, the False Estaca II Drift, is present 10 m north, 53 m east and 13 m above the Estaca II Drift.

The False Estaca Drift is currently 77 m in length, cored by an approximately 0.50 metre high grade vein.  Development of a strong iron oxide halo is present (and was sampled) in both the Hanging Wall (immediately above) and Footwall (immediately below) the vein.

A second exposure of the high grade Descubridora Vein was located under eolian sand cover approximately 25 m below the level of the initial (Descubridora I) exposure and 30 m along trend to the southwest.  Both exposures were characterized by high grade copper mineralization, with analyses of brochantite-bearing material exposed at surface documenting up to 46.58% copper.

Work on Descubridora I resulted in exposure of a strongly oxidized iron cap, developed above high grade material, extending to surface over approximately 7 metres.  Work on Descubridora I has been temporarily halted in preference to the deeper Descubridora II Drift.

High grade copper mineralized material was cleaned off the combined initial surface exposures of the Descubridora I and II fronts.  High grade copper mineralized material was recovered to the southwestern contact of a felsic dyke, approximately 6 m thick, which offset the vein.

Total drifting on the Descubridora II Drift is approximately 41 m, and is being actively extended in order to provide further exposures of the well mineralized vein.

Two additional drifts, Veta Gruesa Centre II and III, had been driven on the Veta Gruesa Centre workings, as well as an extension to the Vent Raise.  The Veta Gruesa II drift extends 85.5 m from surface along the Veta Gruesa to expose the vein at depth to the west.  The drift face at that time exposed a vein approximately 2.4 m thick.

The Veta Gruesa III Drift is currently inactive, partially covered and was, therefore, inaccessible at the time of the Property Visit.  The grade of both the sulphide and oxide component to the mineralization is relatively low (3% combined) and, therefore, operations on this drift have been halted.  However, further work to deepen the drift is proposed to access sulphide mineralization interpreted to lie below the transitional zone.

The Veta Gruesa Centre (I) Drift has been extended to 74 m.  At the time of the Property Visit (March, 2013), the face was not available for sampling, requiring mucking and scaling for safe access.

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The Vent Raise, initially extended to provide ventilation for the Veta Gruesa Centre I and, subsequently, Veta Gruesa Centre III, has been extended to 47 m. The current face exposes leached, iron-stained material comprising the footwall portion of the vein (over 1.65 m).  The hanging wall portion of the vein, 1.0 m thick, comprises strongly iron-stained, limonitic material.

Total extent of the workings on the Veta Gruesa Centre drifts currently totals comprises approximately 336 m of workings, along an estimated strike length of 135 m within the Veta Gruesa Vein.

A total of 135 samples were taken during the Property visit in March, 2013, comprised of both representative grab samples and chip samples, predominantly from high grade copper mineralized veins, with a subordinate number of samples taken to document lower grade mineralized and/or alteration haloes and both mineralized and unmineralized iron carbonate (siderite-ankerite) veins.  The samples have been submitted to Acme Analytical Laboratories S.A. in Copiapo, Chile.  Initial analysis will include both multi-element, Inductively Coupled Plasma (ICP) analysis and fire assay for gold.

A suite of 15 copper mineralized samples were collected for a mineralogical study by Process Mineralogical Consulting Ltd in Maple Ridge, BC.  The suite of samples range from low grade to high grade and were submitted for mineralogical determination of the mineral species present on the Property.  Proposed work includes identification of a diverse suite of copper minerals (including copper carbonates, copper halides, copper sulfates and copper sulphides) using polished thin sections, followed by analysis using a “… Tescan Integrated Mineral Analyser (TIMA) to determine the mineral abundance, grain size and Cu-bearing mineral distribution.  A pseudo-image of the polished section will be generated using the TIMA software.  The polished thin section will be examined using an optical microscope and supported by interactive SEM investigations to delineate the Cu-bearing mineral species”.

Approximately 40 kg of copper-bearing to copper-rich sample material was collected for submission to TOMRA Sorting Solutions in Surrey, B.C. for testing to evaluate sensor-based, mechanized sorting.  Currently, high grade copper material is visually sorted by hand for subsequent shipment to ENAMI.  Samples included low grade “waste” material from the Descubridora and Veta Gruesa Centre and low grade, medium grade and high grade copper mineralized material.  The results of sample testing will be used to evaluate the effectiveness of a TOMRA sorting unit for possible use on the Property.

Finally, two samples were collected for submission to the Metallurgical Division of Inspectorate Exploration & Mining Services Ltd. in Richmond, B.C. for metallurgical testing.  An estimated total of 250 kg of sample material was collected from a stockpile of low grade, Cu leachable ore ( less than 7% copper content) from the Descubridora Drift.  A second sample, comprised of a composite of Direct Shipping Material (greater than 7% copper content) was collected from the Veta Gruesa Centre, False Estaca and Descubridora Drifts.  The approximately 250 kg sample comprises moderate grade material from the Veta Gruesa Centre (5% copper content), False Estaca (8% copper content) and Descubridora (12% copper content) with subordinate high grade material from Veta Gruesa (>10% copper content), False Estaca (12% copper content) and Descubridora (12-14% copper content).  (Note: grades based on visual estimates).

The head grade will be determined by geochemical analysis by Acme Metallurgical from a composite of the sample material.  High grade copper-rich material, having copper grades above 15% were not selected for inclusion in the metallurgical study as the material tends to be mono-mineralic (i.e. chalcocite, brochantite) and, as such, does not contain the diverse suite of metals characterizing the lower grade material.  The Company is undertaking metallurgical studies to investigate potential for recovery of by-product and co-product metals as well as optimizing copper recovery.

The metallurgical studies are intended as a “… a scoping level study to establish approximate copper grades and recoveries, along with contained gold and silver”.  Subsequent metallurgical work is proposed to include work to evaluate potential for recovery of additional metals, including cobalt, nickel, molybdenum, Platinum Group Elements (if present) and/or Rare Earth Elements.

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The Property has already confirmed potential to host high grade copper mineralized vein-style , Iron oxide-Copper-Gold (IOCG)-type mineralization. In addition to documenting high grade copper, previous work on the Property returned anomalous results for Au and, to a lesser extent, silver from surface and underground workings on, and immediately adjacent to, the Property. Sampling associated with a preliminary due diligence assessment of the property returnedanomalous results for gold (Au) andsilver (Ag), with anomalous analyses documented for cobalt (Co), molybdenum (Mo) and the Light Rare Earth Elements La and Ce.

Previously reported, anecdotal results suggest background levels of copper, between well mineralized veins, varying between 0.10% and 1.05%.   Copper mineralization recovered from veins on the Property range from low grade, copper leachable material (1.88% to 4.28% Cu), low grade "Direct Shipping Mineralized Material" (5% to 15% Cu) to very high grade, material grading up to 46.58% copper. Future work is proposed to further evaluate potential for gold (Au), silver (Ag), cobalt (Co), molybdenum (Mo) and the Light Rare Earth Elements (La and Ce), as well as for Platinum Group Elements (PGE).

Worldwide Iron Oxide-Copper-Gold (IOCG) deposits represent a potential source for a diverse suite of metals and/or minerals, including base (Cu, Fe, Pb, Ni, Zn), precious (Au, Ag, PGE), Rare Earth Elements and strategic metals (Co, Bi, V).

Further work will need to be completed on the Property, both in terms of exploration and development, to further evaluate and quantify the mineral potential believed to exist on the Property. However, a brief review of IOCG deposits from around the world underscores the potential available.

Quality Controls/Quality Assurance Undertaken on the Algarrobo Property

Samples taken by the Optionors have been submitted to a variety of labs for analysis, some of which are not recognized as accredited labs.  Samples associated with the 2009 drill program were submitted to Acme Analytical Laboratories in S.A. Copiapo, however the resulting analytical certificates are not available.

An earlier drill program was reported by the Optionors in 2002, however, neither the drill collar information, sample descriptions nor analytical results are available.

The Optionors cannot recall to which lab samples from the 2000 sampling program of workings on the Property were submitted and efforts to recover this information were unsuccessful.

Finally, the Optionors have been submitting samples to a small, independent lab in Copiapo in order to obtain overnight results.  This lab is not believed to be an accredited lab.

As a result of the above, none of the results (except those from the 2009 drill program) have been reported.

Sampling Protocol

At localities where high grade mineralization has been revealed through trenching without the host vein being exposed, select representative samples have been taken for analysis. In addition, select representative samples were taken at localities where specific instances or styles of mineralization (i.e. high grade mineralization associated with siderite / ankerite veins, interpreted replacement of host rocks) were observed.  Chip and/or panel samples were taken of  high grade veins and/or associated low grade mineralization and/or alteration in an effort to obtain representative results.

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Sampling on behalf of the Company has been undertaken predominantly to evaluate copper grades reported by the Optionors.  Results provided byt the Optionors are based on  samples submitted to a private lab in Copiapo and from sample certificates received for mineralized material delivered to ENAMI (with analytical results from ENAMI and a subordinate number of check assays from the Optionors).  Once the Company commences operations, a more rigorous system of sampling (with blanks and standards) will be implemented.

Samples have remained in the possession and/or under the control of the Qualified Person while in the field, for delivery to Acme Analytical Laboratories S.A. in Copiapo, Chile.  Samples for metallurgical testing, mineralogical studies and evaluation of the optical sorting unit are being shipped internally from Acme Analytical Laboratories S.A. in Copiapo, Chile to Acme Analytical Laboratories Ltd. in Vancouver, Canada.  Once in Vancouver, the samples for mineralogical studies and evaluation of the optical sorting unit can be delivered by certified courier or picked up by the respective lab personnel.

Samples recovered from the Property on behalf of Mid-Americas Corp. and the Company, from short programs in both February and December, 2012 and March 2013, were submitted directly to Acme Analytical Laboratories Ltd. in Copiapo, Chile by the Qualified Person.    Before the samples from the Algarrobo Property were taken to the Acme Analytical Laboratories preparation facility, they were under the direct supervision of  the Qualified Person.  Samples were delivered directly to Acme Analytical Laboratories in Copiapo, Chile for analysis by standard fire assay for gold and an aqua-regia digestion and ICP analysis for 37 elements.

At the current level of exploration, and with the limited number of samples taken, no blanks and/or standards have been inserted in the sample sequence.  At the current time, the Company is relying on the internal QA/QC program of certified analytical labs (Acme Analytical Laboratories S.A. – Copiapo, Chile, Acme Analytical Laboratories – Vancouver, BC and Inspectorate Exploration and Mining Services Ltd. – Richmond, BC).

As part of their analytical procedure, Acme Analytical Laboratories Ltd, an International Organization for Standardization (“ISO” 9001:2000) certified laboratory, utilizes a well-defined internal quality control protocol, as follows:

“Samples submitted are analyzed with the strictest quality control.  Blanks (analytical and method), duplicates and standard reference materials inserted in the sequences of client samples provide a measure of background noise, accuracy and precision.  QA/QC protocol incorporates a granite or quartz sample-prep blank(s) carried through all stages of preparation and analysis as the first sample(s) in the job. Typically an analytical batch will be comprised of 34-36 client samples, a pulp duplicate to monitor analytical precision, a -10 mesh reject duplicate to monitor sub-sampling variation (drill core only), a reagent blank to measure background and an aliquot of Certified Reference Material (CRM) or Inhouse Reference Material to monitor accuracy.  In the absence of suitable CRMs Inhouse Reference Materials are prepared and certified against internationally certified reference materials  such as CANMET and USGS standards where possible and will be externally verified at a minimum of 3 other commercial laboratories.  Using these inserted quality control samples each analytical batch and complete job is rigorously reviewed and validated prior to release. All the reported results were within acceptable detection ranges (less than 2 standard deviation variation).” (Acme web-site at http://acmelab.com).

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Sample preparation, security and analytical procedures utilized by Acme Analytical Laboratories Ltd are considered to be adequate for the current property evaluation and for the mineralization encountered on the Property.

Samples for reporting purposes will continue to be submitted to certified labs such as Acme in the future.

Rock Formations and Mineralization

The Property is underlain by the Jurassic age Plutón Sierra El Roble, comprised of diorite, quartz diorite and olivine gabbro to the west and quartz diorite correlated to the Cretaceous age quartz diorite Plutón Cerro Moradito to the east.  The contact between these two igneous lithologies is interpreted as a geological, and therefore intrusive, contact, with the younger Cretaceous pluton intruded into the older Jurassic pluton.  The contact is irregularly exposed, covered by Quaternary aeolian and alluvial cover, but trends north-northeast – south-southwest.  On the east edge of the property, a younger dyke swarm is evident, both on the map and at surface, cross-cutting the Plutón Cerro Moradito.

Quaternary aeolian and alluvial cover, predominantly comprised of sand, blankets the Angela tenures and much of the Roble tenures at lower elevation.

The following has been modified from Stromberger (2000, pers. comm.):

“The Property, and immediately surrounding area, is interpreted to host three mineralized sets of fractures.  These mineralized systems appear to be aerially extensive, having an interpreted surface extended in excess of 300 meters.  Five of these mineralized veins have been subject to commercial mining.  The true strike length of these mineralized veins has been difficult to determine due to extensive sand cover prevalent at lower elevations.  At least 12 mineralized veins, having a minimum thickness of at least 1 meter and a visible surface extension in excess of 300 meters have been identified to date.  In addition, several hundred small veins to mineralized exposures, having a variety of orientations, are present, cross-cutting host lithologies.  A limited number of these occurrences have been worked to a limited degree by pirquineros.

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The orientations of the most important vein systems are as follows:

035° - 045° / dipping 60° - 85° NW

055° - 065° / dipping 60° - 85° NNW

085° - 095° / dipping 60° - 85° N

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Discontinuous workings along the main veins can be observed over a map distance of approximately 8 km, extending from the Panga mine in the north to the Buena Vista mine in the south.    Over large areas, continuity of individual veins could not be determined due to extensive sand cover.  The north and central areas of the documented mineralized area, located at higher elevations, have a documented oxidation zone, evident at surface, extending to depths between 80 and 120 meters.  The southern area, located at lower elevation, has a similar oxidation zone, extending between 30 and 60 meters below surface.  Underlying sulfide mineralization has been mined to a maximum depth of 450 meters (i.e. Viuda mine).

Vein thickness varies significantly in both the horizontal and vertical axis, with most mineralization occurring as irregular lenses.  With increasing depth, there is a coincident increase in width, varying between 0.05 meters to more than 5 meters.  Maximum dimensions of mineralized lenses observed range up to 60 meters horizontally and 40 meters vertically, with widths between 1.5 meters and more than 5 meters (i.e. Estaca mine).

The dip of the veins varies between 45° and 90°, with an average of approximately 80° NW to N.

Hydrothermal alteration of the host rock adjacent to the veins is insignificant, comprising a halo to a maximum of 3 meters.  However, in areas having a dense network of thin to very thin mineralized fractures, alteration of the host rock may be more pronounced.

1.4Mineralization

Mineralization identified on the Algarrobo Property, and surrounding area, includes the following (Stromberger 2000):

Gangue Minerals: quartz, actinolite, tourmaline, calcite and chlorite.

Primary Minerals: pyrite, arsenopyrite, hematite, magnetite, chalcopyrite, bornite, molybdenite, cobaltite and gold.

Secondary Minerals: limonite, cuprite, malachite, chrysocolla, erythrite, chalcocite, covellite and bornite.

Alternatively, the minerals can be categorized as follows:

Reduced Environment: pyrite, arsenopyrite, chalcopyrite, bornite, molybdenite.

Sulphosalts: Cobaltite.

Transitional to Oxidized Environment (Supergene Enrichment): chalcocite, covellite.

Oxidized Environment: hematite, magnetite, cuprite, chrysocolla, erythrite.

Note: potentially economic minerals in bold.

Mineralization described for the area is interpreted to comprise primary sulphide mineralization, as evident at depth, with a near surface oxidized zone extending to depths between 30 and 120 m below surface.  Supergene enrichment of economic metals is interpreted to have occurred in the near surface environment (i.e. within the oxidized zone), resulting in an overall increase in metal content and development of the suite of secondary, supergene and/or oxide minerals listed above.

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Current Operations

Equipment

Equipment currently on-site includes the following:

- 2 Skid Steers (1 rental, 1 owned by Optionors)

- 1 Front End Loader (Rental, Optionors’ rehabilitated and expected on-site in early April to replace rental)

- 1 Excavator – rented to the end of March, then expected to be released

- 3 compressors – 1 rental, 2 Optionors’)

- 5 small pick-up trucks (3 rented, 2 personal)

- Ore trucks, rented as required

Personnel

The current operation which is being undertaken by the Optionors at their expense,  consists of two shifts, working ten days on and ten days off, comprising 9 employees.  Each shift consists of a Foreman, Logistics and Administration, Blaster / Driller, Blaster\Driller’s Helper, Skid Steer Operator, Front End Loader and Excavator Operator, Ore Sorters and a Camp Cook.  To advance each drift, the driller and drill helper drill blast holes using a hand drill and compressed air.  ANFO is pumped into each drill hole to blast each round.  After allowing for ventilation after each blast, the back and walls are scaled for safety purposes and the drift is mucked out utilizing a skid steer.  Mineralized blast material material is visually sorted by hand, generally separated in to waste (i.e. <1.5% copper content), low grade (2 to 5%), moderate grade (5 to 10%) and high grade (>10%).  Mineralized material from very high grade veins (i.e. Descubridora and False Estaca), grading in excess of 20% copper, is sorted into 20%, 30% and 40% piles by copper content, comprising a “strategic reserve”.

The resulting mineralized material, comprising low grade, copper leachable and high grade (“Direct Shipping”) mineralized material is then shipped for sale directly to the government-owned facility at Copiapo.  Currently, there is no plant or processing equipment on-site.

Infrastructure

A camp with quarters sufficient for 24 workers and 4 management is currently under construction by the Optiontors; replacing the old camp which was partially destroyed by fire.  The new camp will also include a meeting room, kitchen, dining room and washroom facilities sufficient for the proposed camp size.

An approximately 18 km road was previously constructed, extending from Camina Japanese to the old camp.  A total of approximately 6 km has been graveled, with 12 km remaining to be graveled to facilitate movement of heavy equipment (ore trucks, water and fuel trucks, flat decks, etc), as well as to reduce transportation costs to and from the ENAMI facility in Copiapo.  Completion of the road is expected to reduce the distance travelled by approximately 38 km, remove virtually all switchbacks and a significant gain / loss in elevation, as well as provide much safer access to the Property and active workings.

Future Operations

The proposed program to be undertaken by the Company will require a Mining Engineer in the near future to develop an overall Mine Plan.  In addition, the proposed Mining Engineer is expected to provide mine design, comprising optimal design and efficiency of underground development.  Currently the Company is obtaining quotes from companies that can provide the required expertise. We expect to have quotations from such companies by May 15, 2013 at which time the Company can determine to proceed and retain the proper personnel, subject to having the funding available to do so.

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The obvious bottlenecks to the efficiency of the current operation is with respect to drilling, mucking and hand sorting the mineralized material for shipment and sale to ENAMI.

In order to increase the efficiency of operations, recommendations to date provided to management by their consultants is to acquire the following heavy equipment, however, such equipment will not be acquired until confirmed with a proper mining plan by a qualified mining engineer:

Grader (140H or equivalent) – road maintenance

Excavator (330 C or equivalent) – initial drift exposure / trenching

Three (3) yard scoop – mucking drifts

Single boom Jumbo Drill – drilling blast holes for drifting

3 – 30 tonne Ore Trucks

Water truck transport of non-pottable water for drilling / camp use

D-8 Dozer (or equivalent) – road construction / maintenance

Crusher – coarse crushing of mineralized material

Acquisition of the grader and ore trucks are proposed to, initially, facilitate completion of the road from Camina Japanese to the new camp, allowing for transport and distribution of gravel.  Completion of this initiative reduces the distance, and therefore cost, of transporting mineralized material to Copiapo, as well as providing a safer route for transport.

Acquistion of the 3 yd scoop and jumbo drill facilitate more efficient advance of drifts (mechanized vs. hand operated drills) and subsequent mucking.

Currently, large blocks of mineralized material are broken by hand using a sledge hammer.  Acquisition of a crusher is proposed to facilitate mechanized crushing.  In the longer term, a crusher is anticipated to provide regularly sized material as feed for a sensor based sorting unit (i.e. such as available from TOMRA Sorting Solutions).  Approximately 40 kg of copper-bearing to copper-rich sample material was collected for testing to evaluate sensor-based, mechanized sorting.

If testing supports the effectiveness of a sensor-based sorting unit, proposed acquisition of such a unit is anticipated to eliminate the bottleneck of hand sorting mineralized material.  Furthermore, it may prove possible to utilize a two pass approach to sorting mineralized material whereby an initial pass sorts waste from mineralized material and a second pass sorts copper mineralized material into “low grade” (<2% copper), low grade (2 to 5%), moderate grade (5 to 10%) and high grade (>10%).

It is expected that acquisition of the proposed heavy equipment will allow subsequent bottlenecks to be identified and alleviated through subsequent acquisition of additional equipment.  For example, it is anticipated that acquisition of a jumbo drill and 3 yard scoop may be advisable for each sector (i.e. Veta Gruesa and Veta Gruesa East; Exploration Drift; False Estaca and Descubridora; Mirabel and Sierra de la Gloria).  A crusher may be required at each front (i.e. Veta Gruesa, Veta Gruesa East; Exploration Drift; False Estaca, Descubridora, Mirabel and Sierra de la Gloria).  Acquisition of the proposed equipment then necessitates acquisition of additional peripheral and/or support equipment (i.e. generators, compressors, 4WD trucks, etc) and personnel.  Finally, as the operation expands, additional personnel required, the requirement for a larger camp and/or satellite camps will need to be addressed.  At the current time, we do not have the funds or the required professional reports to progress the recommended business plan.  In order to source the funds we will be required to provide such detailed reports to potential funding sources.   Once we receive quotations detailed above we will determine how to proceed.   We are organizing short term financing which should allow for such reports to be prepared.  We cannot say with certainty at this time whether such funds will be available if and when required so we are unable to define the timelines to undertake the above programs.

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Proposed Exploration Programs

In conjunction with undertaking the proposed exploitation programs, we hope to undertake the following exploration programs to further define our project and support our business plan.  We do not currently have the funds available to undertake such programs and we cannot state with certainty if an when such funds may be available.   Currently exploration funds are difficult to acquire due to the move in the financial communities to fund exploitation and development projects.  However, should we be able to raise the funds for exploitation and development, we expect that we may be able to fund further exploration with profits from such revenues.

Phase I

Finish Gravelling Access Road from Camina Japanese

$22,400

Gryphon Airborne Geophysical Survey

1,284 line Km

$540,760

Mineralogical Studies

$9,000

Metallurgical Studies

$37,000

Sub-total

$609,160

(est.)

Phase II

Geological Mapping

- Surface

$50,000

- Underground

$20,000

Roble Concessions

Geochemical sampling

- Surface

- 500 samples at $35 / sample

$17,500

- Underground

- 200 samples at $35 / sample

$7,000

Angela Concessions

Trenching

$20,000

Geochemical sampling

- Surface

- 150 samples at $35 / sample

$5,250

Sub-total

$119,750

(est.)

Phase III

-Diamond Drilling

3,000

m at $200 / m

$600,000

Geologist - Description / Sampling of core

$45,000

Geochemical Sampling

- 500 samples at $35 / sample

$17,500

Geological Modelling - Underground Workings

$30,000

Delineation Drilling

30 holes at 70 m depth / drift

2,100 m / drift x 8 Drifts at $200 / m

$3,360,000

Geochemical Sampling

$20,000

Sub-total

$4,072,500

(est.)

Phase IV
	Resource Estimate		$500,000
		Sub-total	$500,000	(est.)
		Total	$5,301,410	(est.)

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Phase I

Phase I includes completion of gravelling the access road on the Property between the active drifts and Camina Japanese (the hard surface secondary road between Caldera and Copiapo) and a Gryphon Airborne Geophysical program.  Gravelling the road reduces the distance between the drifts from which high grade mineralized material is being extracted and the ENAMI facility in Copiapo where it is sold.  Furthermore, it reduces transport distance by approximately 38 km and eliminates approximately 7 km of steep roads and switchbacks.  The overall result is a lower shipping cost and a significant increase in safety associated with transport.

The proposed airborne geophysical (“Gryphon”) survey includes Gravity Gradiometry, magnetic, electromagnetic, radiometrics and LIDAR.  This major difference between a conventional airborne survey and the Gryphon survey is the inclusion of Gravity Gradiometry and LIDAR.  Magnetics responds to the magnetic characteristics of the rocks and cover.  Electromagnetics  introduces a current and detects changes in the current received due to the conductive and resistive characteristics of the host rocks (and cover).  Radiometrics detects variations in the radioactive response of the host rocks (and cover).  All are expected to provide valuable information on, and throughout, the Property.

LIDAR is expected to provide tight topographic control for subsequent use in geological mapping and sub-surface control (i.e. accurate determination of drill collar elevations and sub-surface intercepts, portals to underground workings and associated underground development, etc.).

Gravity Gradiometry is an airborne gravity survey.  Coupled with LIDAR (for the necessary topographic corrections required), the gravity component of the survey is expected to clearly distinguish high grade mineralized veins Ii.e. high density) from the host rock and sand cover (i.e. low density).  When integrated with the other components of the proposed survey, the maps and report accompanying the final results of the survey are expected to provide:

- a clear indication of the overall mineral potential of the Property, both in the near surface environment (i.e. the veins currently being worked) and at depth (a possible underlying source for the widespread mineralization)

- strong support for the interpretation that the veins project under the sand covering the Angela concessions

- clearly delineated targets for subsequent evaluation by trenching and/or drilling

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Phase II

The Phase II program comprises a follow-up on the anticipated results arising from the Phase I exploration program.

Roble Concessions

A total of 11 drifts, totaling 736 m of underground workings, had been prepared at the time of the Property Visit in March, 2013, with an additional 4 subsequently reported.  Geological mapping and sampling of the underground workings available is proposed.  Recovery of a total of 500 samples is proposed, a subordinate proportion of which will comprise regularly spaced samples along the length of the workings to establish continuity and grade of the veins exposed by the workings.

Angela Concessions

Geological mapping and sampling of the extensions of the Major Veins, together with secondary, en echelon veins beneath the and covering the Angela tenures is proposed.

Phase III

A Phase III program is proposed to further evaluate and build upon the results of the previous Phase I and II programs.  The proposal anticipates a requirement for both exploration drilling and/or delineation drilling for development of one (or more) resource estimates on one (or more) of the mineralized veins.  Exploration drilling is anticipated, predominantly on the Angela concessions where the results of Phase I (i.e. Gryphon airborne survey) and Phase II (Geological mapping / sampling and trenching) are expected to develop exploration targets for subsequent evaluation.

The proposed delineation drill program provides for 2,100 m of relatively shallow drilling of the mineralized veins on the Property and is anticipated to produce the information required for a resource estimate.

Phase IV

Independent determination of a resource estimate, either on the project as a whole or as a series of separate and distinct resource estimates on individual veins, utilizing the information arising from Phases I though III.

Project Supervision

The exploration program defined above is intended to be undertaken under the supervision of Richard (Rick) Walker.  Mr. Walker is a professional geoscientist registered in the provinces of British Columbia and Ontario. Rick received both his B.Sc. (1986) and M.Sc. (1990) from the University of Calgary and has worked in the Mineral Exploration Industry since then.

Over the past twenty years, Rick has worked in many diverse jurisdictions, including British Columbia, Alberta, the Yukon, the Northwest Territories and Nunavut, New Brunswick, Alaska, Montana, Michigan, Brazil, Peru and Chile. In the course of his career, he has successfully completed short term contracts for the Government of the Northwest Territories (MIDA) and the Geological Survey of Canada, as well as junior to major mining companies.

Working predominantly as a Consulting Geologist, Rick has worked on a diverse suite of metal and/or commodity types, hosted by a wide variety of mineral deposit models , including (but not limited to) diamonds, base metals (vein / manto, sedimentary exhalative (SEDEX) and volcanogenic massive sulphide (VMS)), precious metals (SEDEX, VMS, skarn-type and veintype), industrial minerals (graphite, barite, dimension stone). Over the past eight years, the majority of his work has been directed toward evaluation of both bulk tonnage porphyry-style mineralization (copper + molybdenum ± silver ± gold ± tungsten) and low tonnage, high grade manto and / or vein -type mineralization. More recently, Mr. Walker has undertaken work in Chile to evaluate Iron oxide-copper-gold style mineralization.

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We expect that such programs will be undertaken in consultation with Johannes Lindorfer, our director, who has made several visits to the Property and has a good knowledge of the work to be undertaken.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the closing date of the acquisition, February 20, 2013, regarding the beneficial ownership of our common stock, by (i) each person or entity who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each executive officer and named officer; (iii) each director; and (iv) all of our officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is c/o  Swingplane Ventures, Inc., Regus Santiago Alcantara 200, piso 6, Las Condes, Santiago, Chile.

The percentages stated in the following table are based upon 235,000,000 shares of common stock issued and outstanding.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1) (%)
Common	Carlos De la Torre, Chief Executive Officer, President,  Chief Financial Officer, Secretary, Treasurer and Director	10,000,000 common shares held directly(2)	4.26%
Common	Johannes Lindorfer, Director	2,500,000 common shares held directly	1.06%
Common	All Officers and Directors as a group (2 individuals)	12,500,000 shares of common stock	5.32%

 (1) Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of May 1, 2013. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.

(2)Toucan Tropical Consulting Ltd.  (“Toucan”) holds a total of 3,250,000 shares of preferred stock convertible into 162,500,000 shares of common stock directly. Carlos De La Torre, the sole officer and director of Toucan holding voting and dispositive control over the shares held by Toucan. Carlos De la Torre holds a total of 10,000,000 common shares directly.

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Below is a table denoting the ownership of  our Preferred Stock and the voting class of securities, including the percentages of ownership after conversion

Name	Common Shares Held	Preferred Shares Held	Percentage ownership of preferred stock based on 5,000,000 shares of Preferred Stock issued and Outstanding	Percentage of Ownership after giving effect to the conversion of all preferred stock to common shares	Percentage of voting control*
Europa Capital A.G.	7,986,905	175,000	3.5%	3.45%	5.25%
Sienna Institute Inc.	6,845,910	150,000	3%	2.95%	4.50%
Maripos Asociados S.A.	6,617,710	145,000	2.9%	2.86%	4.35%
Tamarind Investments Inc.	6,617,710	145,000	2.9%	2.86%	4.35%
Desjardins Compagnie S.A.	4,564,000	100,000	2%	1.97%	3,00%
9277-1835 Quebec Inc.	500,000	10,000	.02%	0.02%	0.03%
Tarantula Mineral Corporation	7,986,905	175,000	3.5%	3.45%	5.25%
Carson City Minerals Ltd.	9,127,925	200,000	4%	3.94%	6.01%
Doradas Mining Corp.	9,127,925	200,000	4%	3.94%	6.01%
Optimax Operational Services Ltd.	7,584,310	210,000	4.2%	3.72%	5.89%
Hispaniola Aura Inc.	10,040,700	220,000	4.4%	4.34%	6.61%
Toucan Tropical Consulting Ltd.	10,000,000(1)	3,250,000	65%	33.5%	67.0%
Minerales Holding Can Corp.	2,000,000	-0-	0%	0.04%	0.04%

Carlos De la Torre	10,000,000	-0-	0%	2.1%	2.1%
Triple 8 Opportunity Corp.	1,000,000	20,000	0.04%	0.04%	0.06%

Toucan Tropical Consulting Ltd. (“Toucan”) holds a total of 3,250,000 shares of preferred stock convertible into 162,500,000 shares of common stock directly. Carlos De La Torre, the sole officer and director of Toucan holding voting and dispositive control over the shares held by Toucan holds a total of 10,000,000 common shares directly, thus collectively they control 69.1% of the votes.

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DIRECTORS AND EXECUTIVE OFFICERS

The following persons are our executive officers and directors of the Company as of April 25, 2013 and hold the positions set forth opposite their respective names.

Name	Age	Position
Carlos De la Torre	47	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
Johannes Lindorfer	54	Director

Our directors hold office until the earlier of their death, resignation or removal by the stockholders of the Company or until their successors have been qualified.  Our officers are elected annually by, and serve at the pleasure of, our board of directors.  We feel our officers and directors should serve in such capacity in light of our business structure because: they all have a degree or professional diploma or they have management knowledge, they have previous experience in the industry and are able to adapt to changes within the industry, and they are able to work resourcefully to strategize for the Company.

Biographies

Carlos De la Torre - Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

On February 25, 2013,  Mr. De la Torre was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director of the Company.

Mr. De la Torre’s responsibilities in prior positions have been mainly to structure proper contracts and legal procedures to secure clients interest in real estate transactions.

2003 - 08. Consultant  for La Cruz Realty a privately owned company who mainly sold individual homes, condominium units and lots as well as parcels to developers mainly around the town of La Cruz de Huanacaxtle, Nayarit, Mexico.

2003 – 09 Legal Advisor with Firma Juridica y Contable a privately owned law and accounting firm mainly focused on servicing employers on labor matters.

2009. Consultant for FV La Cruz Mexico a privately owned subsidiary company.  La Cruz Realty was bought out by First Virtual Group, LLC out of California and created a wholly owned México subsidiary which is FV La Cruz Mexico in place of La Cruz Realty. La Cruz Realty was quickly dissolved right after it was acquired.

2009 – 13 Legal Advisor with Opciones Legales Inmobiliarias OLI a privately owned law firm which specializes in real estate transactions.

2010 - 13. Consultant for Pacific Boutique Properties a privately owned company which is dedicated to high-end real estate in the Puerto Vallarta Bay area and it is among the top-recognized agencies in that region.

Mr. De la Torre is a valuable asset to Swingplane Ventures, Inc. because he is fluent in Spanish and has acceptable business English. Mr. De la Torre is familiar with legal contracts and procedures as he is an Attorney at Law and this becomes particularly important as Swingplane Ventures, Inc. is and will be dealing with Chilean Legal System. Mr. De la Torre has become quite useful in contacting people in Chile and getting prompt feedback from the actual sources with accurate firsthand information which is important to make timely decisions. Another reason that made Mr. De la Torre more suitable for this position than other candidates is that he holds a Bachelor’s of Business Administration from the University of Texas at PANAM which means that he is familiar with the way business is supposed to run in the United States.

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Johannes Lindorfer - Director

On November 5, 2012, Mr. Lindorfer, was appointed as a member of the Board of Directors of the Company. 

Mr. Lindorfer specializes in applied geology to engineering, mining and water treatment. He has over twenty years experience in management, planning and participating in numerous geotechnical, geological, metallurgical and other work in different areas of the mining sector.

From 2010 to current he has been employed by AMEC International Ingeniería y Construcción Ltda. Environment & Infrastructure Division E&I (Chile), Geology Area, Geotechnical Geology, working on the following projects:

· Alhué Mining Project (Yamana Gold). Geotechnical and hydrogeological drilling for environmental impact studies of the tailings deposit expansion

· Santo Domingo Project (MSD-Capstone). Geotechnical drilling oriented for the pits design and infrastructure plant and tailings pond.

· Maricunga Project (Kinross) Drilling Supervisor, geotechnical mapping of core.

· Andacollo (Teck), Structural mapping for tailings dam and adjacent facilities.

· El Mauro Tailings (Minera Los Pelambres), Geotechnics for channel to tailings compoundment.

· Santo Domingo (Far West Mining), geotechnical drilling oriented to pit and associated facilities.

· El Toqui (Breakwater) geotechnical drillings for tailings dams.

· Paz del Río (Votorantim) Colombia, geotechnical mapping control and auditing.

· Cerro Bayo (Mandalay Resources) geotechnical drilling.

· Cerro Negro Norte (CAP) geotechnical drilling.

From 2009 to 2010 he worked with Proyecto Minero IOCG, Algarrobo-El Roble, Caldera, III Región de Atacama, Chile on the development and expansion of their mining project.

For years 2007 and 2008 he worked with Investigaciones Mineras y Geológicas Ltda. (IMG) as geologist.

In addition to his work experience in Austria and Chile, he has worked in Australia, Bolivia, Mexico, the USA and Bhutan, in mineral exploration projects for Molybdenum, Tungsten, Gold, Copper, limestone, puzolan plaster, clay, aggregate, ornamental stones. Johannes has been involved in gold placer workings, limestone quarry and underground mine, puzolan, plaster, ornamentals stones, gravitational processing of Gold (wet and dry), flotation and leaching of copper minerals, exploration, documentation and geotechnical mapping of tunnels and facilities related with Hydroelectric Projects in Austria and Chile, and specializes in geological and geotechnical mapping and drilling, testing in situ.

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Mr. Lindorfer undertook his studies at the Innsbruck University in Austria where he was enrolled with the registration number 7815249 at the Leopold Franzens Universitate Innsbruck from 1978 to 1990 at the Institute for geology and geology paleontology.

After numerous exams Mr. Lindorfer was granted his Cand Phil. He has not completed his PhD., however he took several years of studies and was granted status of PhD candidate, although not completing that degree he has substantial geological experience.

Mr. Lindorfer is not an officer or director of any other reporting issuers.

We believe that Mr. Lindorfer’s extensive industry knowledge will greatly benefit the Company’s business goals and operations. Mr. Lindorfer is very familiar with the Property, having worked with Optionors previously and has made several visits to the Property since he was appointed a Director.

Terms of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.  The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board

Our Board of Directors held no formal meetings during the fiscal year ended June 30, 2012.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.  We do not presently have a policy regarding director attendance at meetings.

We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions.  Due to the size of our board, our Board of Directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors.  We do not have an audit, nominating or compensation committee charter as we do not currently have such committees.  We do not have a policy for electing members to the board. Neither of our current directors are independent directors as defined in the NASD listing standards.

As future funding permits, it is anticipated that the Board of Directors will form separate compensation, nominating and audit committees, with the audit committee including an audit committee financial expert.

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Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so upon the appointment of the proposed directors until such time as a separate audit committee has been established.Section 16(a) Beneficial Ownership Reporting Compliance  Section 16(a) of the Exchange Act requires our directors, executive officers, and shareholders holding more than 10% of our outstanding Common Stock to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of our Common Stock.  Executive officers, directors, and persons who own more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.Based solely upon a review of Forms 3, 4, and 5 delivered to us as filed with the SEC during our most recent fiscal year, none of our executive officers and directors, and persons who own more than 10% of our Common Stock failed to timely file the reports required pursuant to Section 16(a) of the Exchange Act.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.  Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business.  Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by shareholders.  If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.  Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Swingplane Ventures, Inc. Alcantara 200, piso 6, Las Condes, Santiago, Chile 7550159.

Board Leadership Structure and Role on Risk Oversight

Carlos De la Torre currently serves as the Company’s principal executive officer and a director.  Mr. Lindorfer is a director of the Company.   The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources.  The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company.

It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

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EXECUTIVE COMPENSATION

Board Compensation

We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.  However, we intend to review and consider future proposals regarding board compensation.  All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Executive Compensation

No director, officer or employee received compensation during the Registrant’s last two fiscal years.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Employment Agreements

The Company does not have any employment agreements.  Effective October 1, 2012 the Company entered into a consulting agreement with its sole officer, Mr. Michel Voyer for the payment of consulting fees in the amount of $10,000 per month plus expenses.  During the time of his contract,  Mr. Voyer drew $5,000 per month and accrued the balance of the fees until such time as the Company can complete its financings.   The consulting agreement was terminated with the resignation of Mr. Voyer on February 25, 2013. Upon termination, Mr. Voyer was entitled to receive as his full and sole compensation in discharge of obligations of the Company to Mr. Voyer  of all sums due and payable under the consulting agreement to the date of termination and Mr Voyer had no right to receive any further payments; provided, however, that the Company has the right to offset against any payment owing to Mr. Voyer any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of Mr. Voyer, to the extent such right has not been waived by the Company. Mr. Voyer is currently owed $25,000 under the agreement.

On February 25, 2013, Mr. De la Torre entered  into a verbal management agreement with the Company, whereby Mr. Torre received $10,000 per month as management fees, plus any out of pocket expenses.  On May 1, 2013, Mr. De la Torre agreed to amend his management agreement to $2,500 per month and to enter into a formal agreement, whereby he will receive $2,500 per month until the Company has funded the project, at which time his consulting fee will be renegotiated.

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Outstanding Equity Awards at Fiscal Year End

We have no outstanding equity awards, including common stock options.

Compensation Committee Interlocks and Insider Participation

Mr. Michel Voyer, who was our sole officer and director at the time of execution of his consulting agreement, approved his executive officer compensation.

Other than the foregoing, no interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Director Compensation

No compensation has been paid to date by the Company to any non-employee directors, other than as disclosed here the Company has not paid any compensation to any directors for their role as directors of the Company.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 

Certain Relationships and Transactions

There are no family relationships between any of our former directors or executive officers and new directors or new executive officers.

Review, Approval or Ratification of Transactions with Related Persons

We have not adopted a Code of Ethics and we rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Related Party Transactions

Mid Americas was invoiced a total of $50,000 for consulting services with respect to negotiations of the original Option Agreement in April, 2012 by Toucan Tropical Consulting Ltd. (“Toucan”).  Toucan was the controlling shareholder of Mid Americas at the time of the closing of the share exchange agreement with the Company, holding a total of 3,350,000 shares of Mid Americas or 67% of Mid Americas at closing.    At closing Toucan received a total of 3,250,000 shares of the preferred stock of Swingplane Ventures, Inc. and 10,000,000 shares of common stock, which it directed to be issued to Gunter Stromberger,  one of the Optionors of the Property.   The 3,250,000 shares of preferred stock hold total votes of 325,000,000 shares of common stock, or 67% of the voting shares of the Company, thus Toucan is the  controlling shareholder of the Company.   The sole officer and director of Toucan is Carlos De la Torre, who is also the sole officer and a director of the Company. Pursuant to the share exchange agreement, Mr. De la Torre was issued a total of 10,000,000 shares of common stock of the Company. Thus, Mr. De la Torre has the right to vote 69.1% of the common stock after giving effect to the voting rights of the preferred stock held by Toucan Tropical Consulting Ltd.

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 accruing 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.   As of the date of this filing, Mr. Voyer was paid a total of $54,090.74, under his contract, with $50,000 paid as consulting fees and  $4,090.74 in expenses and he is owed a total of $25,000 under the terms of his consulting agreement for accrued consulting fees.

On November 14, 2012 Mr. Lindorfer, an officer and 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 February 25, 2013, Mr. Voyer resigned and Mr. De la Torre was appointed the sole officer and director of the Company and entered into a verbal consulting agreement with the Company, whereby he received $10,000 per month as management fees, plus any out of pocket expenses. To the date of this filing, Mr. De la Torre has been paid a total of $21,259 of which $20,000 was for management fees and $1,259 for reimbursement of expenses.

On May 1, 2013, Mr. De la Torre agreed to amend his verbal consulting agreement to receive $2,500 per month and to enter into a formal agreement, whereby he will receive $2,500 per month, plus expenses until the Company has funded the project, at which time his consulting fee will be renegotiated.

Other than as set forth above, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

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Director Independence

As of the date of this filing we do not have any independent directors.

We have developed the following categorical standards for determining the materiality of relationships that the directors may have with the Company. This information is not available on our Web site because such site is currently being redesigned with the new information on our current business.

A director shall not be deemed to have a material relationship with the Company that impairs the director's independence as a result of any of the following relationships:

1.	the director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;
2.	the director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;
3.	the director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;
4.	the director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and
5.	the director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management directors. To enable the Board to evaluate each non-management director, in advance of the meeting at which the review occurs, each non-management director shall provide the Board with full information regarding the director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the director's independence.

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LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  As of the filing date of this Form 8-K, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company's common stock is currently quoted on the Over-the-Counter Bulletin Board (OTC/BB) maintained by the Financial Industry Regulatory Authority (“FINRA”), under the trading symbol “SWVI”.  Following is a report of high and low closing bid prices for each quarterly period for the fiscal years ended June 30, 2012 and June 30, 2011 and for the subsequent quarters, September 30 and December 31, 2012.   The first data available in regard to the high and low closing bid prices for the Company is from October 22, 2012.

Quarter	High ($)	Low ($)
2nd Quarter ended 12/31/2012	0.23	0.15
1st Quarter ended 9/30/ 2012	0.00	0.00
4th Quarter ended 6/30/2012	0.00	0.00
3rd Quarter ended 3/31/2012	0.00	0.00
2nd Quarter ended 12/31/2011	0.00	0.00
1st Quarter ended 9/30/2011	0.00	0.00
4th Quarter ended 6/30/2011	0.00	0.00
3rd Quarter ended 3/31/2011	0.00	0.00
2nd Quarter ended 12/31/2010	0.00	0.00
1st Quarter ended 9/30/2010	0.00	0.00

The above information was taken from information on OTC Markets.  The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

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Holders

As of the date of this Current Report, 235,000,000 shares of common stock are issued and outstanding.  There are 18 shareholders of record of our common stock.

As of the date of this Current Report, 5,000,000 shares of our Preferred Stock are issued and outstanding.  There are 13holders of record of our Preferred Stock.

Transfer Agent and Registrar

The Transfer Agent for our common stock is Empire Stock Transfer Inc., with an address at 1859 Whitney Mesa Dr., Henderson, N.V. 89014.  Their telephone number is (702) 818-5898.   Their website is www.empirestock.com.

Penny Stock Regulations

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

Dividend Policy

Any future determination as to the declaration and payment of dividends on shares of our common stock will be made at the discretion of our board of directors out of funds legally available for such purpose.  We are under no contractual obligations or restrictions to declare or pay dividends on our shares of common stock.  In addition, we currently have no plans to pay such dividends.  

Equity Compensation Plan Information

None.

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RECENT SALES OF UNREGISTERED SECURITIES

Recent Sales of Unregistered Securities for the past three years for the Company:

On June 24, 2010, the Company sold 350,000,000 shares of its $0.001 common stock to an officer of the Company for a $10,000 stock subscription receivable, of which a total of 337,500,000 shares were subsequently returned to the Company for cancellation.

On February 22, 2013, 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 Selling Stockholders in exchange for 100% of the issued and outstanding capital stock of Mid Americas.

Recent Sales of Unregistered Securities for the past three years for Mid Americas:

On April 23, 2012, Mid Americas received share subscriptions for a total of 5,000,000 shares at a purchase price of $0.20 per share for total proceeds of $1,000,000.  As of June 30, 2 012 subscription proceeds of $350,000 were received, and recorded the balance of $650,000 as Subscriptions receivable.  During the six month period ended December 31, 2012 the Company received proceeds of $650,000 so that the 5,000,000 shares are paid in full as at December 31, 2012.

DESCRIPTION OF SECURITIES

The following information describes our capital stock and provisions of our articles of incorporation and our bylaws, all as in effect upon the Closing of the Transaction.  This description is only a summary.  You should also refer to our articles of incorporation and bylaws which have been incorporated by reference or filed with the Securities and Exchange Commission as exhibits to this Form 8-K.

General

Our authorized capital stock consists of 550,000,000 shares of common stock at a par value of $0.001 per share, of which 435,000,000 shares were issued and outstanding immediately prior to the Closing of the Transaction.  In addition, our authorized capital stock consists of 5,000,000 shares of preferred stock at a par value of $0.001 per share, of which no shares were issued and outstanding immediately prior to the Closing of the Transaction.  As of the date of this Current Report, 235,000,000 shares of common stock are issued and outstanding and 5,000,000 shares of preferred stock are issued and outstanding.

Common Stock

The holders of Common Stock are entitled to one vote per share. They are not entitled to cumulative voting rights or preemptive rights. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for operations and growth.  Upon liquidation, dissolution or winding-up, the holders of Common Stock are entitled to share ratably in all assets that are legally available for distribution after payment in full of any preferential amounts. The holders of Common Stock have no subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Board of Directors and issued in the future.

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Preferred Stock

In accordance with our Articles of Incorporation, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock. We have issued 5,000,000 shares of preferred stock and 5,000,000 shares of preferred stock are outstanding.  Each share of preferred stock is convertible into 50 shares of common stock at the option of the holder.  In addition, each record holder of preferred stock is entitled to 100 votes for each share held in all matters properly submitted to the stockholders for their vote.

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.Except with respect to matters which adversely affect the holders of Series A Preferred Stock, as required by law, or as required by the Articles of Incorporation, the holders of Series A Preferred and the holders of Common Stock shall be entitled to notice of any stockholders' meeting and to vote as a single class upon any matter submitted to the stockholders for a vote, on the following basis:

(a) holders of Common Stock shall have one vote per share of Common Stock held by them; and

(b) holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them.

In the event the Corporation at any time or from time to time after the original date of issuance of the Series A Preferred Stock shall:

(c) subdivide, redivide or change its outstanding Common Stock into a greater number of shares;

(d) reduce, combine or consolidate its outstanding Common Stock into a smaller number of shares; or

(e) declare or pay any dividend or make any other distribution on the Common Stock payable in Common Stock, then the number of votes per share of Series A Preferred Stock shall be proportionately increased or decreased, as applicable, concurrently with the effectiveness of such subdivision, consolidation, stock dividend or stock distribution.

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Such adjustment shall be made successively whenever any event referred to above shall occur; and at any time from the date hereof and prior to the Conversion of all of the issued and outstanding Series A Preferred Stock into Common Stock, there is a reclassification or redesignation of the Common Stock or a capital reorganization of the Corporation other than as described in Section 5.1(c)(i) or a consolidation, arrangement, amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any holder of Series A Preferred Stock who has not exercised his right of Conversion in accordance with Section 5.2 prior to the effective date of such reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, for each Series A Preferred Stock to be then converted, in lieu of the number of shares of Common Stock then sought to be issued to such holder, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement, or consolidation, or to which such sale or conveyance may be made, as the case may be, that such holder of Series A Preferred Stock would have been entitled to receive on such reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, such holder had been the registered holder of the number of Common Stock receivable upon the Conversion of the Series A Preferred Stock.  At any time and from time-to-time, a holder of any Series A Preferred Stock may elect to convert some or all of his Series A Preferred Stock to Common Stock by delivering a written notice (a “Conversion Notice”) to the Corporation at its head office. The Conversion Notice shall specify the number of shares of Series A Preferred Stock that the holder desires to convert, shall be signed by the registered holder of those shares, shall be accompanied by the certificate or certificates representing the Series A Preferred Stock to be converted, duly endorsed for transfer, and shall state therein the name or names in which the certificate or certificates for the Common Stock of the Corporation are to be issued.  The Conversion of the Series A Preferred Stock specified in the Conversion Notice shall occur as of the date that the Conversion Notice is delivered to the Corporation (the “Conversion Date”). The Corporation shall, as soon as practicable thereafter but in no event later than 10 days after the date of delivery of the Conversion Notice, deliver to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of Common Stock, calculated at the Conversion Rate, to which such holder shall be entitled.

From and after the date of any Conversion, all rights of the holders of Series A Preferred Stock as such holders shall cease (except for any right to receive Common Stock pursuant to a Conversion) and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.  In the event any Series A Preferred Stock shall be Converted pursuant to Section 5 hereof, the shares of Series A Preferred Stock so Converted shall be cancelled and shall not be re-issued by the Corporation.

So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent from shareholders holding no less than a majority of the outstanding shares of Series A Preferred Stock):

· alter or change the rights, preferences or privileges of the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock;

· alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series A Preferred Stock;

· enter into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions; or

· cause or authorize any subsidiary of the Corporation to engage in any of the foregoing actions.

Stock Purchase Warrants

None.

Stock Purchase Options

None.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements and supplementary data included in Exhibits 99.1 and 99.2, which are incorporated herein by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada General Corporation Law requires the Company to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Company and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.

The Nevada General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer's or director's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.

The Nevada General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registering their dissent to the payment of the distribution.

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According to Article VII of the Company’s bylaws and the sections thereunder, the Company may indemnify any director, officer, employee or agent of the Company, or any individual serving in any such capacity who is deemed to have acted in good faith on behalf of the Company, any other entity or enterprise at the request of the Company, against any and all legal expenses (including attorneys' fees and costs), claims and/or liabilities arising out of any suit or proceeding, except an action by or in the right of the Corporation, expecting that, the Company, in its sole discretion, may, but shall not be required to, indemnify any individual, including any director or officer, where such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, where there was not reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, there was reasonable cause to believe that the conduct was unlawful.

The Company may reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys' fees and costs) actually and reasonably incurred in connection with defense of any action, suit, or proceeding herein above referred to, whether or not such person is successful on the merits.

Indemnification shall be made by the Company only when authorized in the specific case and upon a determination that indemnification is proper by:

(1) A majority of the stockholders;

(2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding.

Expenses incurred in defending any action, suit, or proceeding may be paid by the Company in advance of the final disposition, when authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available under these provisions.  The indemnification provided by the Company’s Bylaws shall continue as to a person who has ceased to be director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or who is or was serving at the request of the Company in any capacity against any liability asserted.

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SECTION 3 – SECURITIES AND TRADING MARKETS

Item  3.02        Unregistered Sales of Equity Securities

As more fully described in Item 2.01 above, in connection with the Transaction, on the Closing Date, 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 Selling Stockholders in exchange for 100% of the issued and outstanding capital stock of Mid Americas.  Reference is made to the disclosures set forth under Item 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.

The issuance of the common stock and preferred stock to the Selling Stockholders pursuant to the Exchange Agreement was exempt from registration in reliance upon Regulation D and/or Regulation S of the Securities Act as the investors are “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act and in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), such determination based upon representations made by such investors.

Item 3.03         Material Modification to Rights of Security Holders

On February 8, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada, in the form attached as Exhibit 4.1 to this Current Report on Form 8-K. The Certificate of Designation sets forth the rights, preferences and privileges of a class of the Company’s preferred stock.  Such class shall be designated as the “Series A Preferred Stock” and the number of shares initially constituting such series shall be 5,000,0000 shares.  The holders of Series A Preferred Stock will be entitled to a preference over all of the shares of the Company’s common stock.  Holders of Series A Preferred Stock shall have 100 votes per share of Series A Preferred Stock held by them and shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote.  Each share of Series A Preferred Stock is convertible into 50 shares of our common stock at any time at the holder’s option.  Shares of Series A Preferred Stock shall not be entitled to any dividends.

The foregoing is not a complete summary of the terms of the Certificate of Designation and reference is made to the complete text of the Certificate of Designation, a copy of which is filed as Exhibit 4.1 to our Current Report on Form 8-K as filed with the SEC on February 25, 2013 and is incorporated herein by reference.

SECTION 5 – CORPORATE GOVERNANACE AND MANAGEMENT

Item 5.01 Changes in Control of Registrant

As more fully described in Item 2.01 above, incorporated herein by reference, on February 22, 2013, we closed the Transaction. The Selling Stockholders own 100% of the equity in Mid Americas.

Under the Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of Mid Americas through the issuance of an aggregate of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Shareholders. Immediately prior to the Transaction, we had 135,000,000 shares of common stock and zero shares of preferred stock issued and outstanding. As a result of the Transaction, the Selling Stockholders own approximately 72% of our issued and outstanding common stock on an as-converted basis, and Mid Americas became our wholly-owned subsidiary. Additionally, the securities held by the Selling Stockholders represent 81.6% of our voting securities.

Below is a list of Selling Stockholders including the shares held and the percentage of voting control based after giving effect to the voting rights of the shares of preferred stock held by each of the Selling Stockholders:

Name	Common Shares Held	Preferred Shares Held
Europa Capital A.G.	7,986,905	175,000
Sienna Institute Inc.	6,845,910	150,000
Maripos Asociados S.A.	6,617,710	145,000
Tamarind Investments Inc.	6,617,710	145,000
Desjardins Compagnie S.A.	4,564,000	100,000
9277-1835 Quebec Inc.	500,000	10,000
Tarantula Mineral Corporation	7,986,905	175,000
Carson City Minerals Ltd.	9,127,925	200,000
Doradas Mining Corp.	9,127,925	200,000
Optimax Operational Services Ltd.	7,584,310	210,000
Hispaniola Aura Inc.	10,040,700	220,000
Toucan Tropical Consulting Ltd.	10,000,000(1)	3,250,000
Minerales Holding Can Corp.	2,000,000	-0-
Carlos De la Torre	10,000,000	-0-
Triple 8 Opportunity Corp.	1,000,000	20,000

(1) These shares were issued to Gunter Stromberger, one of the Optionors on closing pursuant to a verbal agreement to issue 10,000,000 shares to Mr. Stromberger and therefore they are not included in the calculation of the percentages detailed above.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors or Certain Officers:

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.

Election of Directors and Appointment of Certain Officers:

On February 25, 2013, Mr. Carlos De La Torre was  appointed as the Company’s President and Chief Executive Officer and as a director of the Company.  Mr. De La Torre will also fill the role of acting Chief Financial Officer and Secretary until such time as those positions are filled. Mr. Lindorfer, the Company’s director based in Chile with substantive mining experience will remain on the Board of Directors of the Company.

Carlos De La Torre– Age 47

Mr. De La Torre is a practicing attorney and has been a practicing attorney since April 2005 when he received his law degree.   Mr. De La Torre comes from a family with a history of mineral exploration.   He is fluent in both Spanish and English.

Mr. De La Torre also holds a Bachelors Degree in Business Administration which he received from the University of Texas – Pan American in 1987.

Mr. De La Torre is not a director or officer of any other reporting issuers.

Mr. De La Torre has no family relationships with any other executive officers or directors of the Company or persons nominated or chosen by the Company to become directors or executive officers. As more fully described in Item 2.01 above, incorporated herein by reference, on February 22, 2013, we closed the Transaction.

Under the Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of Mid Americas through the issuance of an aggregate of 100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company to the Selling Shareholders.    Under the Agreement,  Mr. Torre was appointed the sole officer and a director of the Company.   Further under the Agreement, Mr. De la Torre, acquired 10,000,000 shares of common stock of the Company and Toucan Consulting Ltd., a company of which Mr. De la Torre is the sole officer and director acquired 3,250,000 shares of preferred stock, which are convertible into 162,500,000 shares of common stock of the Company and which carry voting control of 100 shares of common for each one share of preferred stock held, thus effecting a change in control of the Company.   Mr. De la Torre has the right to vote 69.1% of the common stock  after giving effect to the voting rights of the preferred stock held by Toucan Tropical Consulting Ltd.

Further, Mr. De la Torre entered  into a verbal management agreement with the Company, whereby Mr. Torre received $10,000 per month as management fees, plus any out of pocket expenses.  On May 1, 2013, Mr. De la Torre agreed to amend his management agreement to $2,500 per month and to enter into a formal agreement, whereby he will receive $2,500 per month until the Company has funded the project, at which time his consulting fee will be renegotiated.

Other than as disclosed herein, there is no material plan, contract or arrangement (whether or not written) to which Mr. Torre is a party or in which he participates that is entered into or material amendment in connection with the Company’s appointment of Mr. Torre or any grant or award to Mr. Torre or modification thereto, under any such plan, contract or arrangement in connection with the Company’s appointment of Mr. Torre.

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 Item  5.06        Change in Shell Company Status.

Reference is made to the Transaction under the Exchange Agreement, as described in Item 2.01, which is incorporated herein by reference. From and after the closing of the transactions under the Exchange Agreement, our primary operations consist of the business and operations of Mid Americas. Accordingly, we are disclosing information about Mid Americas’ business, financial condition, and management in this Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item  9.01        Financial Statements and Exhibits.

(a)  Revised Financial Statements of Businesses Acquired.  In accordance with Item 9.01(a), the audited financial statements of Mid Americas, for the fiscal year ended June 30, 2012 and the six month period ended December 31, 2012 are attached to this Current Report on Form 8-K as Exhibit 99.1.

(b) Revised Pro Forma Financial Information. Pro forma financial information showing the effects of the acquisition of Mid Americas are filed with this Current Report on Form 8-K as Exhibit 99.2 .

(c) Shell Company Transactions. Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d)  Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit Number	Description
2.1	Excecuted Share Exchange Agreement by and between the Company, Mid Americas Corp., and the stockholders of Mid Americas Corp. dated February 22, 2013	Filed herewith
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	Filed herewith
10.2	Executed Option Agreement by and between Mid Americas Corp. and Gunter Stromber and Elsa Dorila Durate Horta, dated April 23, 2012	Filed herewith
10.3	Executed Amendment No. 1 to Option Agreement, dated July 27, 2012	Filed herewith
10.4	Executed Amendment No. 2 to Option Agreement, dated September 27, 2012	Filed herewith
10.5	Executed Consulting Agreement with Michel Voyer, dated October 1, 2012	Filed herewith
21	List of Subsidiaries	Mid Americas Corp., a corporation incorporated under the laws of the country of Belize
99.1	Audited Financial Statements of Mid Americas Corp. as of June 30, 2012.	Filed herewith
99.2	Revised and Restated Financial Statements of Mid Americas Corp. as of December 31, 2012.	Filed herewith
99.3	Revised and Restated Pro Forma Financial Statements	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SWINGPLANE VENTURES, INC.
Date:	May 9, 2013	By:	/s/ Carlos De la Torre
		Name:	Carlos De la Torre
		Title:	President, Chief Executive Officer (Principal Executive Officer), Secretary, and Chief Financial Officer (Principal Financial Officer) and Director

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EX-2.1

    ex21.htm
    
    
    

EX-10.1

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT made as of October 15, 2012

AMONG:

MID AMERICAS CORP., a corporation incorporated under the laws of the country of Belize and having an office at Cor 12 Baymen Ave and Calle Al Mar, Belize City, Belize

("Mid America")

AND:

SWINGPLANE VENTURES, INC., a corporation incorporated under the laws of the State of Nevada and having an office at Punta Pacifica, Torres de las Americas, Piso 15, Torre A, Panama

 ("Swingplane")

WHEREAS:

A. Mid America is a party to an option agreement dated April 23, 2012 (the “Original Property Agreement”) appended hereto as Schedule A and Amendment number 1 to the Original Property Agreement dated July 27, 2012 , appended hereto as Schedule B and amendment number 2 dated September 27, 2012 appended hereto as Schedule C (Amendment 1 and 2 are collectively the “Amendments”) to the Original Property Agreement pursuant to which Gunter Stromberger and Elsa Dorila Duarte Horta granted Mid America an option to acquire a 75% interest in certain mining concessions in Chile more particularly described in Schedule  “A” of the Original Property Agreement (the “Property”);

B. Mid America wishes to transfer its rights in the Original Property Agreement and the Property to Swingplane in accordance with the terms of this Agreement.

NOW THEREFORE in consideration of the premises and mutual covenants and agreements herein contained, the parties agree as follows:

SECTION 1. - INTERPRETATION 1.1Definitions. In this Agreement:

(a) “Shares” means fully paid and non-assessable common shares in the capital of Assignee, issued pursuant to exemptions from registration and prospectus requirements contained in the United States Securities Act of 1933 and the rules and regulations promulgated thereunder, which Shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws.

(b) “Dollar(s)” or “$” shall mean currency of the United States.

SECTION 2. - REPRESENTATIONS AND WARRANTIES

2.1           Swingplane hereby represents and warrants to Mid America that:

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(a) it is a corporation duly incorporated and organized and validly existing under the State of Nevada;

(b) it has full corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and is qualified to carry on business in its jurisdiction of incorporation;

(c) it has been duly authorized to enter into, and to carry out its obligations under, this Agreement and no obligation of it in this Agreement conflicts with or will result in the breach of any term in:

(i)           its notice of articles or articles; or

(ii)           any other agreement to which it is a party.

2.2           Mid America hereby represents and warrants to Swingplane that:

(a) it is a corporation duly incorporated and organized and validly existing under the country of Belize, Central America;

(b) it has full corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and is qualified to carry on business in its jurisdiction of incorporation;

(c) it has been duly authorized to enter into, and to carry out its obligations under, this Agreement and no obligation of it in this Agreement conflicts with or will result in the breach of any term in:

(i)            its notice of articles or articles; or

(ii)            any other agreement to which it is a party;

(d) Mid America has to the date of this Agreement paid a total of $700,000 to Gunter Stromberger and Elsa Dorila Duarte Horta as required under the Original Property Agreement and shall pay an additional $250,000 to Gunter Stromberger and Elsa Dorila Duarte Horta as required under the Amendments;

(e) Mid America acknowledges and agrees that the Shares will be issued in accordance with Regulation S and all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is Mid America’s responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.

2.3           Each party's representations and warranties set out above will be relied on by the other party in entering into the Agreement and shall survive the execution and delivery of the Agreement. Each Party shall indemnify and hold harmless the other party for any loss, cost, expense, claim or damage, including legal fees and disbursements, suffered or incurred by the other party at any time as a result of any misrepresentation or breach of warranty arising under the Agreement.

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SECTION 3. – GRANT AND PAYMENTS

3.1           Mid America hereby grants to Swingplane the sole and exclusive option to acquire all of Mid America’s right, title and interest in the Property, subject only to the consent of Gunter Stromberger and Elsa Dorila Duarte Horta to be delivered by Mid America to Swingplane on or before October 20, 2012, and hereby grants to Swingplane those rights more particularly described in the Original Property Agreement and the Amendments thereto.

3.2           In consideration of the transfer of the rights to the Option by Mid Americas, Swingplane will 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 shall be included for registration in the registration statement defined in 3.4 below;

3.3           As additional consideration, Swingplane shall cause the cancellation of a total of 337,500,000 of its common stock currently held by its sole officer and director;

3.4           Swingplane agrees to 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 Swingplane,  of which no less than seventy-five percent of the funds raised under such registration statement shall be used to fund the required payments under the Original Property Agreement and the Amendments thereto;

3.4           Swingplane will have the right to terminate this Agreement at any time up to the date of the final payment by giving notice in writing of such termination to Mid America, and in the event of such termination, this Agreement will be of no further force and effect and the Original Property Agreement and the Amendments thereto shall revert to Mid America.

 SECTION 4. - CONFIDENTIALITY

4.1           All matters concerning the execution and contents of this Agreement and the Property shall be treated as and kept confidential by the parties and there shall be no public release of any information concerning the Property, except as required by applicable securities laws, the rules of any stock exchange on which a party's shares are listed or other applicable laws or regulations, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the parties are entitled to disclose confidential information to prospective investors or lenders, who shall be required to keep all such confidential information confidential.

SECTION 5. - TERMINATION

5.1           In addition to any other termination provisions contained in this Agreement, this Agreement shall terminate if Swingplane should be in default in performing any requirement herein set forth or any requirement under the Original Property Agreement and the Amendments thereto and has failed to cure such default within 30 days after the receipt of a notice of default by Mid America.

SECTION 6 - OPERATOR

6.1 During the term of this Agreement, Swingplane  shall have the right to appoint the operator for purposes of developing and executing exploration programs on the Property.

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SECTION 7 - GENERAL

7.1           Assignment.  Any assignment of any rights under this Agreement or in the Property shall be effected by delivering notice to that effect to the other party provided the assignee agrees in writing to be bound by the terms of this Agreement and the Original Property Agreement and Amendments thereto. No party shall be entitled to assign this Agreement or any rights hereunder in the Property without the prior written consent of the other party, such consent not to be unreasonably withheld. For greater certainty, nothing herein shall prevent any party from entering into any corporate reorganization, merger, amalgamation, takeover bid, plan of arrangement, or any other such corporate transaction which has the effect of, directly or indirectly, selling, assigning, transferring, or otherwise disposing of all or a part of the rights under this Agreement to a purchaser.  The parties acknowledge that Swingplane may incorporate a subsidiary in Chile and shall assign all rights to such subsidiary and that no approvals save for those required by Gunter Stromberger and Elsa Dorila Duarte Horta under the Original Property Agreement shall be required.

7.2           Binding.  This Agreement inures to the benefit of and binds the parties and their respective successors and permitted assigns.

7.3           Further Assurances.  Each party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary or desirable to give effect to the terms and intent of this Agreement.

7.4           Amendment.  No amendment, supplement or restatement of any term of this Agreement is binding unless it is in writing and signed by both parties.

7.5           Notice.  Any notice or other communication required or permitted to be given under this Agreement must be in writing and shall be effectively given if delivered personally or by overnight courier or if sent by fax, addressed in the case of notice to Aldrin, Ryanwood or Universal, as the case may be, to its address set out on the first page of this Agreement. Any notice or other communication so given is deemed conclusively to have been given and received on the day of delivery when so personally delivered, on the day following the sending thereof by overnight courier.

7.6           Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall constitute one and the same agreement.

7.7           Severability. If any term of this Agreement is or becomes illegal, invalid or unenforceable, that term shall not affect the legality, validity or enforceability of the remaining terms of this Agreement.

7.8           Schedules. The schedules referenced herein and attached to this Agreement, are incorporated into and form part of this Agreement.

7.9Time. Time is of the essence of this Agreement.

7.10           Governing Law. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Nevada.

7.11           Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal.

(END OF PAGE)

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The parties hereto intending to be legally bound have executed this Agreement as of the date and year first written above.

MID AMERICAS CORP.

Per:          /s/ Mark C. Hulse                                  

Authorized Signatory

SWINGPLANE VENTURES, INC.

Per:          /s/ Michel Voyer                                            

Authorized Signatory

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EX-10.2

Original Property Agreement

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MINING OPTION AGREEMENT

(Algarrobo Property)

THIS MINING OPTION AGREEMENT made as of                                                                                                23rd of April, 2012 (the “Agreement”);

BY AND BETWEEN:

GUNTER STROMBERGER, an individual with an address of Yerbas Buenas 460, Piso 2,  Copiapo, Chile.

ELSA DORILA DUARTE HORTA, an individual with an address of Yerbas Buenas 460, Piso 2, Copiapo, Chile.

 (the “ Optionors”)

OF THE FIRST PART

AND:

MID AMERICAS CORP., a company to be incorporated pursuant to the laws of Belize having an address of Cor 12 Baymen Avenue and Calle Al Mar, Belize City, Belize.

 (the “Optionee”)

OF THE SECOND PART

Collectively (the “Parties”)

BACKGROUND

A. The Optionors is the beneficial owner of the concessions comprising the Property more particularly detailed on Schedule A appended hereto (the Property”).

B. The Optionee wishes to option the Property from the Optionors.

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties) the parties hereto covenant and agree each with the other as follows:

1.           Interpretation

1.1.           Definitions.  In this Agreement:

(a) “Acts” means all legislation, as amended from time to time, of the jurisdiction in which the Property is located, applicable to the Property, including title to, and Mining Operations on, the Property.

(b) “Agreement” means this agreement, including the recitals, and schedules, all as amended, supplemented or restated from time to time.

(c) “Business Day” means a day other than a Saturday, Sunday or statutory holiday in the country of Chile

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(d) “Effective Date” means the date that the legal due diligence, satisfactory to the Optionee, shall be delivered to the Optionee, but in any event no later than 30 days for the execution date of this Agreement.

(e) “Encumbrances” means security interests, liens, royalties, charges, mortgages, pledges and encumbrances of any nature or kind whatsoever, whether written or oral, direct or indirect.

(f) “Expenditures” means all costs, expenses and charges, direct or indirect, of or incidental to the Mining Operations incurred by the Optionee, which costs, expenses and charges shall be determined in accordance with the Optionee’s accounting practices applicable from time to time to the extent that those practices are consistent with Chilean generally accepted accounting principles.

(g) “Government” means any federal, provincial, regional, municipal or other government, governmental department, regulatory authority, commission, board, bureau, agency or instrumentality that have lawful authority to regulate or administer or govern a business, property or affairs of any person, and for the purposes of this Agreement also includes any corporation or other entity owned or controlled by any of the foregoing and any stock exchange in which shares of a party are listed for trading.

(h) “MDU” means map designated unit.

(i) “Minerals” means the end products produced or derived from operating the Property as a mine.

(j) “Mining Operations” means every kind of work done on or in respect of the Property or the Minerals derived from the Property during the Option Period by or under the direction of the Optionee including, without limiting the generality of the foregoing, the work of assessment, geophysical, geochemical and geological surveys, studies and mapping, investigating, drilling, assaying, prospecting, designing, examining, equipping, improving, surveying, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, ores and metals, surveying and bringing any mining concessions to lease or patent, reclaiming and all other work usually considered to be prospecting, exploration, development, mining and reclamation work; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers; in paying assessments or premiums for workers' compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, licence renewal fees, taxes and other governmental charges required to keep the Property in good standing; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating, rehabilitation, reclamation, and environmental protections and in the management of any work which may be done on the Property or in any other respect necessary for the due carrying out of the prospecting, exploration and development work.

(k) “Operator”shall be Optionee, who may appoint a designated party to undertake its duties and has the meaning as set out in Schedule “B” appended hereto.

(l) “Option” has the meaning set out in Section 3.1 of this Agreement.

(m) “Option Period” means the period commencing on the Effective Date and ending on the earlier of the date on which all of the required payments under Section 3.2 are made, and the date on which the Option is terminated or lapses in accordance with this Agreement.

(n) “Permitted Encumbrance” means

(i) easements, rights of way, servitudes or other similar rights in land including, without limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electrical light, power, telephone, telegraph or cable television conduits, poles, wires and cables;

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(ii) the right reserved to or vested in any Government or Regulatory Authority or other public authority by the terms of any or by any statutory provision, to terminate, revoke or forfeit any of the lease or mining concessions or to require annual or other periodic payments as a condition of the continuance thereof;

(iii) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate in any manner, and all applicable laws, rules and orders of any governmental authority;

(iv) a three year lease granted to Santos Barraza of approximately 20 hectares of the Claim 5B Robles, more particularly described on Schedule A, hereto.

the reservations, limitations, provisos and conditions in any original grants from the Crown or interests therein and statutory exceptions to title.

(o) “Property” means all of the subject concessions in the  (property description goes in here)more particularly described in Scheduled “A” attached hereto, and, when the context so implies, the lands and premises subject thereto, and includes any replacement or successor permit or concessions, and all mining leases and other mining interests derived from any such permit covering the same area of land.

1.2.           Headings.  The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and includes any variation or amendment hereto from time to time and any agreement supplemental hereto.  Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3.           Legislation.  Any reference to a provision in any legislation is a reference to that provision as now enacted, and as amended, re-enacted or replaced from time to time, and in the event of such amendment, re-enactment or replacement of any reference to that provision shall be read as referring to such amended, re-enacted or replaced provision.

1.4.           Extended Meanings.  In this Agreement words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. All references to mineral concessions shall include map designated units.

1.5.           Currency.  All references to currency herein are to lawful money of the U.S, unless otherwise specified.

1.6.           Non-Merger. The provisions contained in this Agreement shall survive the Effective Date and the completion of the transactions contemplated by this Agreement and shall not merge in any conveyance, transfer, assignment, novation agreement or other document or instrument delivered pursuant hereto or in connection herewith.

1.7.           Construction Clause. This Agreement has been negotiated and approved by the parties hereto, who may have retained independent counsel and, notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against any party hereto by reason of the authorship of any of the provisions hereof.

1.8.           No partnership. Nothing contained in this Agreement shall be construed as creating a partnership of any kind or as imposing on any party any partnership duty, obligation or liability to any other party.

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2.           Representations, Warranties and Covenants

2.1.           Representations, Warranties and Covenants of the Optionors.  The Optionors represent, warrant and covenant to the Optionee that:

(a) the Optionors have good and sufficient authority to enter into and deliver this Agreement and to transfer their respective legal and beneficial interests in the Property as required under this Agreement to the Optionee;

(b) there is no contract, option or any other right of another form binding upon the Optionors to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Property or any portion thereof or interest therein other than pursuant to the provisions of this Agreement;

(c) the execution, delivery and performance of this Agreement by the Optionors, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any agreements in regard to the property entered into by the Optionors; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionors’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;

(d) the Optionors are the beneficial owner of 100% of the right, title and working interest in and to the Property, asdisclosed on Schedule A hereto, which, to the best of the Optionors’s knowledge without having made any inquiries, is free and clear of all Encumbrances except for those Permitted Encumbrances;

(e) the Property is properly and accurately described in Schedule “A” hereto and is in good standing under the laws of the jurisdiction in which the Property is located.;

(f) this Agreement has been duly authorized, executed and delivered by the Optionors and constitutes a valid and binding obligation of the Optionors enforceable against the Optionors in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; and

(g) the Optionors shall, during the Option Period:

(i) promptly provide the Optionee with any and all notices and correspondence from  Government or Regulatory Authorities in respect of the Property;

(ii) co-operate with the Optionee in obtaining any permits or licences required by authorities in the jurisdictions in which the Property is situated;

(iii) not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Optionee hereunder.

2.2.           Representations, Warranties and Covenants of the Optionee.  The Optionee represents, warrants and covenants to the Optionors that:

(a) the Optionee is a corporation to be duly incorporated, organized and subsisting under the laws of Belize with the corporate power to own its assets and will register the required documentation, if required,  to carry on its business in the jurisdiction in which the Property is located;

(b) the Optionee has all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;

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(c) the execution, delivery and performance of this Agreement by the Optionee, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;

(d) this Agreement has been duly authorized, executed and delivered by the Optionee and constitutes a valid and binding obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;

(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionors copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and

(f) the Optionee shall, during the Option Period:

(i) promptly provide the Optionors with any and all notices and correspondence from Government or Regulatory Authorities in respect of the Property;

(ii) co-operate with the Optionors in obtaining any permits or licences required by authorities in the regions which have authorization over the Property;

(iii) deliver to the Optionors, from time to time, copies of any and all geological reports and assay results that pertain to the Property, within thirty (30) days of receipt of the aforementioned data;

(iv) not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Optionors hereunder; and

(v) maintain its corporate existence.

2.3.           Reliance and Survival.  The representations, warranties and acknowledgements set out in this Section 2 have been relied on by the parties in entering into this Agreement.  All representations and warranties made herein will survive the delivery of this Agreement to the parties and the completion of the transactions contemplated hereby and, notwithstanding such completion, will continue in full force and effect for the benefit of the parties to whom they are provided, as the case may be, indefinitely.

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3.           Grant of Option

3.1.           Grant of Option. The Optionors grant to the Optionee an exclusive option (the “Option”) with respect to the Property, for the period commencing on the Effective Date and expiring on such date as the payments under 3.2 herein are paid or this Agreement is earlier cancelled, subject to Sections 3.7 and 5 herein, to acquire an undivided seventy-five (75%) percent interest in the Property. This right may be exercised by providing notice to the Optionors as provided in Section 9.

3.2.           Consideration. In consideration of the grant of the Option, the Optionee shall issue to the Optionors the cash payments on the terms as follows:

(i) $300,000 cash payment, receipt of which is hereby acknowledged by Optionors, of which $200,000 is paid for outstanding government fees for the Property and $100,000 is paid as consideration for this Option;

(ii) $400,000 cash payment within 30 days of the Effective Date;

(iii) $250,000 cash payment within 90 days of the Effective Date;

(iv) $250,000 cash payment within 150 days of the Effective Date;

(v) $750,000 cash payment on or before June 30, 2013;

(vi) $750,000 cash payment on or before June 30, 2014.; and

(vii) $5,000,000 cash payment to be made from net proceeds of Production pursuant to the terms below in Section 3.3.

3.3.           Right to Production. Until such time as the Optionee shall have commenced Production on the property, the Optionors shall have  all rights to production.  Upon the Optionee commencing Production, which shall be defined as the commencement of the processing of Minerals from mills to be constructed by the Optionee, then the net proceeds from Production shall be split as to two-thirds (2/3) to the Optionee and one-third (1/3) to the Optionors until the Optionors shall have received $5,000,000 as defined in 3.2 (vii) above, at which time the Optionors will revert to a twenty-five (twenty-five%) percent carried interest whereby, the Optionee will receive twenty-five (25%) of the net proceeds from Production for the life of the project, which may sold, transferred or assigned. The Optionee shall be appointed Operator and shall have the right to work on the Property, and to permit any other person or persons as it may in its sole discretion decide to, enter on and conduct the Mining Operations on the Property as the Operator may decide. The Operator shall have quiet possession during the Option Period with full power and authority to the Operator, its servants, agents, workers or contractors, to carry on Mining Operations in searching for minerals in such manner as the Operator may determine, including the right to erect, bring and install on the Property all buildings, plant, machinery, equipment, tools, appliances or supplies as the Operator shall deem necessary and proper and the right to remove therefrom reasonable quantities of rocks, ores and minerals and to transport them for the purposes of sampling, metallurgical testing and assaying. The Operator shall conduct all Mining Operations in a careful and miner-like manner and in compliance in all material respects with all Acts, regulations, by-laws, orders and judgments and all applicable directives, rules, consents, permits, orders, guidelines and policies of any Government or Regulatory Authority with jurisdiction over the Property.   The Operator shall agree, with the commencement of mineral processing or earlier on mutual consent and up to such time as the interest in the Property is earned by the Optionor, to retain the services of Gunter Stromberger as field supervisor  at a fee of $25,000 per month to commence with the commencement of operations by the Operator.

3.4.           Maintenance of the Option.  In order to maintain in force the Option granted to it, and to exercise the Option, the Optionee must:

(a) incur Expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the execution date of this Agreement as follows:

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(i) $10,000,000  to be placed in trust with the Optionee for expenditure on the Property within 90 days of execution of this Agreement to be fully expended within eighteen (18) months of the Effective Date of this Agreement;

(ii) $10,000,000 to be expended on or before three years from the execution date of this Agreement;

(b) during the Option Period, keep the Property in good standing by paying all taxes, assessments and other charges and by doing all other acts and things that may be necessary in that regard, which payments shall be made from the Expenditures as detailed in 3.4 above.

3.5           Lapse or acceleration of Option. In addition to the provisions of termination set out in Section 5 herein, the Optionee may let the working right and Option lapse by failing to incur Expenditures or perform any of the obligations set out in Section 3.4, provided only that the Optionee’s obligations under Section 5.3 are satisfied.  Further, the Optionee may accelerate any or all of the Expenditures.

3.6           Management Committee.  The Parties to this Agreement shall form a management committee immediately upon the funding under 3.4(a)(i) being placed in trust.  The Optionors shall appoint one representative and one alternate representative to the Management Committee and the Optionee shall appoint three representatives and three alternative representatives to the Management Committee.  The alternate representatives may act for a party’s representative in his absence.

3.7           Mining Equipment.   Until such time as the Optionee shall earn its interest in the Property,  all buildings, plant, machinery, equipment, tools, appliances or supplies, shall be owned by the Optionee or its assigns, unless provided by a third party as contract Operator, and may be removed by the Optionee upon termination of this Option, if not earned.  Upon earning, all buildings, plant, machinery, equipment, tools, appliances or supplies, shall be owned by the Optionor and Optionee collectively in relation to their respective ownership percentages and shall only be removed with the mutual consent of the Parties.

3.8           Earned Interest.  Upon the required cash payments as defined in 3.2 and the completion of the expenditures on the Property as defined in 3.4  above, the Optionee shall earn and be assigned an irrevocable seventy-five percent (75%) interest in and to the Property.

3.9           Agency. Subject to and in accordance with this Agreement the  Optionee or his assignee, as agent for the Optionee shall conduct the Mining Operations contemplated by this Agreement.   For greater certainty, the Optionee shall remain liable as principal under this Agreement, notwithstanding the appointment of an agent for the purpose of conducting the Mining Operations.

4.           Optionee Conduct

4.1.           Maintenance of Property. During the Option Period, the Optionee shall carry out sufficient assessment work to maintain the Property in good standing and pay all taxes, assessments and other charges lawfully levied or assessed against the Property, which expenditures shall be covered in the Expenditures defined in 3.4(a)  above. The Optionors shall transmit promptly to the Optionee any notices pertaining to the taxes, assessments and other charges.

4.2.           Abandonment. The Optionee may at any time, during the Option Period, abandon any one or more of the concessions which comprise the Property. The Optionee shall give the Optionors notice in writing of any abandonment. If any of the concessions comprising the Property are abandoned (including the termination of this Option Agreement without the Optionee having exercised the Option), the Optionee will retransfer such concessions to the Optionors (if they are then in the name of the Optionee), which shall be in good standing for a period of at least ninety days from the notice of abandonment.

4.3.           Assessments. The Optionee shall, during the Option Period, in consultation with the Optionors, file, in whole or in part, the assessment credits as may become available from Mining Operations conducted on the Property during the Option Period. If the Optionee and Optionors do not agree on the assessment credits to be filed, the Optionee's decision shall prevail.

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4.4.           Insurance.

(a) The Optionee shall provide, maintain and pay for the following insurance which costs shall be covered in the Expenditures defined in 3.4(a) above.  Said insurance shall be placed with an insurance company or companies and in a form as may be acceptable to the Optionors:

(i) comprehensive general liability insurance protecting the Optionee and Optionors and their respective employees, agents, contractors, invitees and licencees against damages arising from personal injury (including death) and from concessions for property damage which may arise directly or indirectly out of the operations of the Optionee and Optionors under this Agreement, including coverage for liability arising out of products, whether manufactured or supplied by the Optionee and Optionors, completed operations, contingent employer's liability and contractual liability, and

(ii) automobile insurance on the Optionee's owned and non-owned vehicles, if any, protecting the Optionee and its employees, agents, contractors, invitees and licencees against damages arising from bodily injury (including death) and from concessions for property damage arising out of the operations of the Optionee and Optionors under this Agreement.

(b) Each policy of insurance contemplated in this Section shall:

(i) be in an amount which is  not less than $1,000,000 inclusive of any one occurrence;

(ii) and the policy of insurance referred to in  Section 4.4(a)(i) shall:

1. include a standard form of cross-liability clause;

2. contain a clause waiving the insurer's right of subrogation against the Optionors; and

3. indicate that the insurer will give the Optionors thirty days' prior written notice of cancellation or termination of the coverage.

(c) The Optionee shall provide the Optionors with such evidence of insurance as the Optionors may request.

4.5.           Access. The Optionee shall, during the Option Period, submit to the Optionors periodic progress reports of Mining Operations completed on the Property, which reports shall be submitted not less than quarterly on an annual basis and shall provide the Optionors with access to all records, data and information relating to the Property which is in the possession of the Optionee. The Parties to this Agreement, acknowledge and agree that the Optionors shall have the right at all times to enter upon the Property at their own risk and expense and that prior to the commencement of Mining Operations by the Optionees, the Optionors shall have the right to undertake such Mining Operations as currently being undertaken or as the Optionors may determine suitable.

4.6.           Environmental Matters. During the Option Period, the Optionee shall:

(a) receive, handle, use, store, treat, ship and dispose of any and all environmental contaminants (as established from time to time by applicable legislation or regulation or by-law) in strict compliance with all applicable environmental, health or safety laws, regulations, order or approvals; and will remove prior to the lapse or termination of the Option, from and off the Property all environmental contaminants.

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(b) not release into the environment, or deposit, discharge, place, or dispose of at, on or near the Property any hazardous or toxic materials, substances, pollutants, contaminants or wastes as a result of the mining operations conducted by it; and

(c) not use the Property, not permit any other person to use the Property as a landfill or waste disposal site.

4.7.           Environmental assessment. Whenever requested by the Optionors, the Optionee shall provide the Optionors with access, during reasonable business hours and on reasonable prior notice, to the Property for the purpose of conducting an environmental assessment of the Property, provided that the assessment is conducted in a manner that will not unreasonably interfere with the Optionee’s operations. The environmental assessment shall be at the Optionors’s sole expense. If the environmental assessment conducted by the Optionors reveals any release of hazardous substances on or under the Property that, in the opinion of the Optionors, acting reasonably, occurred after the date hereof, then the Optionors may give written notice to the Optionee of remedial measures as the Optionors may, based on the results of the environmental assessment, consider necessary, which measures the Optionee shall, at its expense, promptly undertake. If the Optionee fails to undertake diligently the remedial measures specified by the Optionors within 60 days of the receipt of notice, the Optionors may undertake such remedial measures and the Optionee shall be liable to the Optionors for any such costs related thereto.

5.           Termination

5.1.           Termination. The Option and this Agreement shall automatically terminate and be of no force and effect if, during the Option Period:

(a) the Optionee is in default in any material respect of any term or condition of this Agreement and fails to cure such default within thirty (30) Business Days of receiving notice from the Optionors specifying the particulars of such default;

(b) the Optionee fails to carry out the assessment work or pay the taxes, assessments and other charges described in Section 3.4 and fails to cure such default within 30 days of receiving notice from the Optionors specifying the particulars of such default; or

(c) the Optionee fails to file the required assessment credits in respect of the Mining Operations in a timely manner, as prescribed herein and by the jurisdiction to which fees must be paid.

5.2.           Any termination under this Section shall occur automatically, without any further action by the Optionors, pursuant only to the notice provisions provided herein.

5.3.            Payments and Expenditures by Optionee. Any and all monies paid to Optionors pursuant to the terms of this Agreement, shall not be refundable in the case of Termination, Surrender or Default.

5.4.           Surrender of Rights.  Subject to Section 5.4, the Optionee may at any time during the Option Period give the Optionors written notice of its intentions to surrender all of its rights hereunder, whereupon the Option and this Agreement shall terminate and the working right herein shall lapse.

5.5.           Obligations on Termination.  Notwithstanding any other provisions of this Agreement, in the event of lapse, termination or surrender of the Option and termination of this Agreement, the Optionee shall:

(a) ensure that any concessions or map designated units comprising the Property are in good standing for a period of at least 90 days from the lapse, termination or surrender of the Option and/or this Agreement, as the case may be, and upon request of the Optionors, retransfer the Property to the Optionors (if it is then in the name of the Optionee) free and clear of all Encumbrances;

(b) ensure that the Property is in at least the same state concerning environmental and hazardous conditions as the Property was on the date of this Agreement and that it is free and clear of all liens, concessions and encumbrances that may have been created by the Optionee;

(c) deliver to the Optionors any and all reports, maps, assessment reports and maps, samples, assay results, drill cores, data and other information of any kind whatsoever pertaining to the Property or related to Mining Operations which have not been previously delivered to the Optionors;

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(d) remove all materials supplies and equipment from the Property; provided however, that the Optionors may at the cost of the Optionee, dispose of any such materials, supplies or equipment not removed from the Property within 90 days of receipt of such notice by the Optionee; and

(e) not engage in any form of conduct, or make any statements or representations that disparage or may disparage or otherwise harm the Optionors’s reputation, good will or commercial interest.

5.6.           Survival of provisions. The Optionee and Optionors shall remain liable to one another for all concessions, matters, demands and causes of action arising prior to the termination of this Agreement that relate in any way to the provisions of this Agreement, and in particular, without limiting the generality of the foregoing, the provisions of Section 6 and section 3.2 of this Agreement shall survive any termination of this Agreement.

6.           Indemnification

6.1.           Indemnity.

(a) The Optionee shall and does hereby indemnify and save the Optionors harmless from and against all losses, liabilities, concessions, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionors shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionors or its employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of:

(i) the conduct of activities in, on or under the Property;

(ii) the environmental protection, clean-up, remediation, and reclamation of the Property including, but not limited to, the obligations and liabilities arising out of or related to:

1. the disturbance or contamination of land, water (above or below surface) or the environment by exploration, mining, processing or waste disposal activities;

2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities;

3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and

4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith.

(b) Each party hereto shall indemnify and save harmless the other, as well as its officers, directors and shareholders, from and against any and all concessions, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses, of any nature or kind whatsoever (collectively, the “Concessions”), arising by virtue or in respect of any breach of covenant contained herein or failure to comply with any provision herein, or any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any matter set out herein, and any and all actions, suits, proceedings, demands, concessions, costs, legal and other expenses related or incidental thereto.

(c) Notwithstanding any other provision of this Agreement and any termination of this Agreement, the indemnities provided herein shall remain in full force and effect until all possible liabilities of the persons indemnified thereby are extinguished by the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person.

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(d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto.  No waiver by either of the parties hereto of any condition herein, in whole or in part, shall operate as a waiver of any other condition herein.

7.           Force majeure

7.1.           Force majeure. Notwithstanding anything contained in this Agreement to the contrary, if any party is prevented from or delayed in performing any obligation under this Agreement and failure is occasioned by any cause beyond its reasonable control, excluding only lack of finances then, subject to Section 7.2, the time for the observance of the condition or performance of the obligation in question shall be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of the total period.

7.2.           Notice. Any party claiming suspension of its obligations shall promptly notify the other party to that effect and shall take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the notice in so far as it is reasonably able so to do and as soon as possible; provided, that the terms of settlement of any labour disturbance or dispute, strike or lock-out shall be wholly in the discretion of the party claiming suspension of its obligations by reason thereof; and that party shall not be required to accede to the demands of its opponents in any labour disturbance or dispute, strike or lock-out solely to remedy or remove the force majeure thereby constituted.

7.3.           Extension. The extension of time for the observance of conditions or performance of obligations as a result of force majeure shall not relieve the Optionee from its obligations to keep the Property in good standing, and to issue the Payment Shares within the prescribed periods.

8.           Financial Reporting

8.1.           Audit. An audit shall be prepared annually by the Optionee.  Each annual audit shall be final and not subject to adjustment unless the Optionors delivers to the Optionee written exceptions in reasonable detail within six months after the Optionors receives the report.  The Optionors shall not have access to any books and records of the Optionee.  The audit shall be conducted by an independent chartered or certified public accountant of recognized standing.  The Optionor shall have the right to conditional access to its books and records on execution of a written agreement by the auditor that all information will be held in confidence and used solely for purposes of audit and resolution of any disputes related to the Report.  A copy of the Optionors’s report shall be delivered to the Optionee upon completion, and any discrepancy between the amount actually paid by the Optionee and the amount which should have been paid according to the Optionors’s report shall be paid in a timely manner, one party to the other.  If the discrepancy requires a payment to the Optionors of an amount in excess of 10% of the amount which was paid to the Optionors for the audited period, the entire cost of the audit shall be borne by the Optionee, and the Optionee shall reimburse the Optionors accordingly; otherwise, the Optionors shall bear the entire cost of the audit.

8.2.           No restriction on staking.  Nothing contained in this Agreement shall have the effect of restricting in any way the entitlement of the Optionors or the Optionees to stake or otherwise acquire, directly or indirectly, interests and rights in MDUs and mining concessions, and licenses, leases, grants, concessions, permits and patents relating to a mineral property.

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8.3.           Title to Property. The title to the Property shall be recorded  upon the Optionee having complied with all of the terms of this Agreement under Section 3 of this Agreement in each of the names of the Optionors and Optionee as to their respective undivided interests.  The twenty-five (25%) percent held by the Optionors shall be a net carried interest with no obligation to contribute further funds for any operations.

9.           Notices & Payments

9.1.           Notice.  Any demand, notice or other communication (the “Notice”) to be made or given in connection with this Agreement shall be made or given in writing and may be made or given by personal delivery, electronically with confirmation of receipt or facsimile addressed to the recipient at the addresses or facsimile numbers of the parties provided on the first page of this Agreement or such other address or individual as may be designated by notice by any party to the other.  Any Notice made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, and if made or given by facsimile, on the day, other than a day which is not a Business Day, following the day it was sent.  Any notification by electronic means shall be sent with “return receipt requested” as proof of delivery.

9.2.           Payments.  Payments hereunder shall be made addressed to the recipient at the addresses of the recipient parties provided on the first page of this Agreement or such other address or individual as may be designated by notice by the recipient party in accordance with Section 9.1.  If any payment herein becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

10.           Public Announcements

10.1.           Public Announcements.  The Optionee shall not, without the prior consent of the Optionors, make any disclosure regarding the existence, purpose, scope, content, terms or conditions of this Agreement or other agreements relating thereto save to the extent such disclosure comprises information substantially already publicly available or unless it is necessary for any party to make such disclosure in order to comply with a statutory obligation or the requirements of a competent government or statutory agency or Regulatory Authority; provided that, where practicable, a copy of any proposed announcement or statement shall be furnished to the Optionors in advance of the proposed date of publication, and the Optionee shall make every reasonable effort to incorporate the Optionors’s comments prior to dissemination.

11.           General Provisions

11.1.           Entire Agreement.  This Agreement, including all the Schedules hereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof except as specifically set forth herein and therein. Each party acknowledges that this Agreement is entered into after full investigation and that no party is relying on any statement or representation made by any other which is not embodied in this agreement. Each party acknowledges that it shall have no right to rely on any amendment, promise, modification, statement or representation made or occurring subsequent to the execution of this Agreement unless it is in writing and executed by each of the parties.   Each party further acknowledges that they shall enter into an agreement, drafted to comply with the laws of the Country of Chile  which shall substantially follow all of the terms of this Agreement, unless any of the terms are in conflict with the laws of the Country of Chile, in which case such sections of this Agreement may be amended or deleted.

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11.2.           Authority.  Each party represents and warrants to the other party that it has the authority to enter into this Agreement and that execution and delivery of this Agreement has been duly approved by resolution of the board of directors.  Each individual (the “Authorized Signatory”) executing this Agreement on behalf of each party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said party.

11.3.           Assignment of Interest.  Neither the Optionee or the Optionors may sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Option Agreement without the prior written consent of the other party, being the Optionors and Optionee respectively, which consent may not be unreasonably withheld.  The Parties to this Agreement acknowledge that this Agreement may be assigned by the Optionors to a Company formed by the Optionors and the Optionee may also assign this Agreement to a Company incorporated in Chile, which may further assign rights to companies to obtain the required financing.  Each Assignee shall agree to be bound by the terms of this Agreement.

11.4.           First Right of Refusal.  The Optionors shall grant to the Optionee the first right of refusal to purchase or option the Optionors’s interest in the Property on terms which shall have been offered by any third party.  The Optionors shall give notice to the Optionee of his intent to sell and the Optionee shall have 60 days to meet the terms of the agreement to sell and to pay any consideration required thereunder.

11.5.           Right to Purchase.  In the event of Optionors’s insolvency or bankruptcy, the Optionee shall have the right to purchase at fair market value, based on an independent third party appraisal, the Optionors’s interest and rights to the Property.

11.6.           Encumbrances. During the Option Period, neither the Optionors nor the Optionee shall grant an Encumbrance, other than a Permitted Encumbrance, in their respective interest in the Property.

11.7.           Confidentiality of information. During the Option Period, the Parties shall keep all information and data concerning or derived from the Mining Operations confidential and, except to the extent required by law, regulation or policy of any Regulatory Authority, or in connection with the filing of an annual information form or a prospectus by the Optionee or any of its Affiliates, no information derived from the Mining Operations shall be disclosed to any person other than an Affiliate without the prior consent of the Parties, which consent shall not unreasonably be withheld or delayed. Each party shall, where practicable, use reasonable commercial efforts to cause the text of any news releases or other public statements which a party desires to make with respect to the Property to be made available to the other party prior to publication and the other party shall have the right to make suggestions for changes therein.

11.8.           Waiver.  The failure of a party in any one or more instances to insist upon strict performance of any of the terms of this Agreement or to exercise any right or privilege arising under it shall not preclude it from requiring by reasonable notice that any other party duly perform its obligations or preclude it from exercising such a right or privilege under reasonable circumstances, nor shall waiver in any one instance of a breach be construed as an amendment of this Agreement or waiver of any later breach.

11.9.           Enurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

11.10.           Further Assurances.  The parties hereto shall from time to time at the request of any of the other parties hereto and without further consideration, execute and deliver all such other additional assignments, transfers, instruments, notices, releases and other documents and shall do all such other acts and things as may be necessary or desirable to assure more fully the consummation of the transactions contemplated hereby.

11.11.           Time.  Time shall be of the essence of this Agreement.

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11.12.           Expenses. Each party shall be responsible for its own expenses in connection with negotiating and settling this Agreement.

11.13.           Amendment.  This Agreement may be amended or varied only by agreement in writing signed by each of the parties.

11.14.           Arbitration.

(a) If there is a dispute between the parties with respect to this Agreement, or the interpretation of this Agreement, the Optionee and the Optionors shall, firstly, be obligated to use best efforts to reconcile and settle each and every dispute.  In the event that a settlement or agreement cannot be reached between the parties, the aggrieved party (“Claimant”) shall, pursuant to Section 10.1 herein, deliver an arbitration notice (“Arbitration Notice”) to the other party (the “Respondent”) detailing the nature of the dispute, the facts and the relevant evidence.  Within 7 days that the Respondent receives the Arbitration Notice, each of the Claimant and the Respondent shall appoint a nominee.  The two nominees so appointed shall, within 21 days of the date of the Arbitration Notice, in turn select a single arbitrator (the “Arbitrator”) to settle all matters arising from the dispute.  In the event that either the Claimant or Respondent, or their selected nominees, fail to appoint the Arbitrator within the prescribed periods, the party in default of the time provisions shall automatically accept the arbitrator selected by the party not in default, as being the Arbitrator to settle all matters arising from the dispute.

(b) The Claimant shall deposit with the Arbitrator a full and complete formal statement of claim, which shall not be subject to amendment at any time during the arbitration process unless otherwise permitted by the Arbitrator, within 30 days of the date that the Arbitrator was selected.  Unless otherwise required by the Regulatory Authorities, neither the Claimant nor the Respondent shall announce publicly the alleged concessions or dispute until such time as a formal statement of claim has been deposited with the Arbitrator.

(c) Each of the Claimant and the Respondent shall jointly instruct the Arbitrator to create an arbitration protocol in a timely manner dealing with the timing and procedures (including security for costs) of all matters that are subject to the dispute, taking into consideration: (i) the fact that each of the Claimant and the Respondent are reporting issuers, as that term is described in applicable securities legislation, and; (ii) the seasonality of the Mining Operations and what correlative effects the process may have on logistics.

(d) The award made by the Arbitrator shall be final and binding upon the parties, and shall in all respects be kept and observed.  The Arbitrator shall have the authority to award and direct that the parties, or either of them, execute and deliver such releases, conveyances, deeds, assurances and other documents as the Arbitrator thinks fit, and these releases, conveyances, deeds, assurances and other documents shall be executed and delivered accordingly

(e) All costs of the arbitral proceedings shall be in the discretion of the Arbitrator who may direct to and by whom, and in what manner, (including allocation between the parties) the costs or any part of them shall be paid, it being the intention of the parties that the first principle in the exercise of the Arbitrator’s discretion shall be that the costs of the arbitral proceedings shall follow the event of the award.  The costs of the arbitral proceedings and the award shall include, but not be limited to, the sum of (i) the Arbitrator’s fees and applicable taxes, (ii) all actual, reasonable legal fees and disbursements of the Arbitrator and the parties to the dispute, and (iii) a sum equal to the product of $200 multiplied by the number of days in the period commencing on the date that is 90 days prior to the date of the arbitral hearing (or trial) and ending on the last date of such hearing or trial.

(f) The Arbitrator may proceed ex parte in case either party, or any of their witnesses, shall at any time neglect or refuse to attend the arbitration proceedings after 7 days’ notice in writing under the hand of the Arbitrator given to each party or to the parties’ solicitor, unless the party, prior to the time fixed to attend, presents to the Arbitrator what the latter considers sufficient cause for failure to attend.

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(g) The Arbitrator and any nominee under Subsection 12.11(a) must be a resident of Chile and either of a practising notary, lawyer, advocate, accountant, professor, in the Country of Chile, or a retired justice of any of the courts of Chile.  An Arbitrator selected outside of the jurisdiction of Chile may only be effective if agreed to in writing by each of the Claimant and the Respondent. The language to be used in the arbitral proceedings shall be English.

(h) Any award made by the Arbitrator may, at the instance of either of the parties to the dispute and without notice to the other of them, be made an Order of the Courts of Chile.

11.15.           Governing Law and Attornment.  This Agreement shall be governed by and interpreted in accordance with the laws of Chile applicable therein and the parties hereby irrevocably attorn to the jurisdiction of the Courts of the country of Chile.  For the purpose of all legal proceedings, this Agreement shall be deemed to have been executed in the country of Chile and the courts of the country of Chile shall have exclusive jurisdiction to entertain any action arising under this Agreement

11.16.           Language.  It is the express wish of the parties hereto that this Agreement, if required, and all documents drafted pursuant to Chilean laws and as contemplated hereby shall be drawn up in English and Spanish.

11.17.           Counterparts.  This Agreement may be executed by facsimile and in as many counterparts as are necessary and shall be binding on each party when each party hereto has signed and delivered one such counterpart.  When a counterpart of this Agreement has been executed by each party, all counterparts together shall constitute one agreement.

REST OF PAGE INTENTIONALLY LEFT BLANK

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THE PARTIES, intending to be contractually bound, have entered into this Agreement as of the date set out on the first page.

MID AMERICAS CORP.    By: /s/ Mark C. Hulse    (Authorized Signatory)
/s/ Gunter Stromberger    GUNTER STROMBERGER	WITNESSED BY Name:
/s/Elsa Dorila Duarte Horta    ELSA DORILA DUARTE HORTA	WITNESSED BY Name:

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SCHEDULE “A”

To an Agreement made as ofApril 23, 2012

by and between Gunter Stromberger, Elsa Dorila Durante Horta and Mid Americas Corp.

The duration of the claims is permanent, as long as the yearly claim taxes are paid. The Roble claims are patented claims (“Mensuras”). The Angela claims were originally obtained as exploration claims (“Pedimentos”) and are now awaiting conversion into Mensuras. All necessary steps for conversion of the Angela claims into Mensuras have been completed.

Tenure Name	Size (hectares)
Roble 2 1 AL 20	100
Roble 2A 1 AL 9	50
Roble 2B 1 AL 3	50
Roble 3 1 AL 15	100
Roble 4 1 AL 23	130
Roble 4B 1 AL 9	100
Roble 5 1 AL 10	80
Roble 5A 1 AL 9	70
Roble 5B 1 AL 19	100
Roble 5C 1 AL 20	100
Roble 9 1 AL 9	50
Total	930

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Tenure Name	Northing	Easting	Dimensions		Size
			N-S (m)	E-W (m)	hectares
Angela Uno 1 AL 12	7007600	330500	600	1000	60
Angela Tres 1 AL 6	7006800	331950	400	900	36
Angela Cuatro 1 A 7	7006650	330950	700	500	35
Angela Siete	7006500	334500	1000	3000	300
Angela Ocho	7007000	337500	1000	3000	300
Angela Nueve	7007000	340000	1000	2000	200
Angela Diez	7006900	332000	1000	2000	200
Angela Trece	7005000	340500	1000	3000	300
Angela Catorce	7004000	340500	1000	3000	300
Angela Quince	7003000	340500	1000	3000	300
Angela Dieciseis	7002000	340500	1000	3000	300
Angela Diecisiete	7001000	340500	1000	3000	300
Angela Dieciocho	7000000	340500	1000	3000	300
Angela Diecinueve	7005500	338500	2000	1000	200
Angela Veinte	7003000	338500	3000	1000	300
Angela Veintiuno	7005000	336500	1000	3000	300
Angela Veintidos	7005000	336500	1000	3000	300
Angela Veintitres	7004000	336500	1000	3000	300
Angela Veinticuatro	7003000	336500	1000	3000	300
Angela Veinticinco	7002000	336500	1000	3000	300
Angela Doce	7006000	340500	1000	3000	300
				Total	5,231

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EX-10.3

Amendment No. 1

1

ADDENDUMTOMININGOPTIONAGREEMENT (Algarrobo Property)

THISADDENDUMmade as of July 27, 2012(the "Addendum")

BY AND BETWEEN

GUNTER STROMBERGER, anindividualwithanaddressof YerbasBuenas460, Piso2 Copiapo, Chile.

ELSA DORILADUARTEHORTA,an individual with an address of Yerbas Buenas 460,Piso 2Copiapo, Chile.

SLM  ROBLE 5  UNO  DE  SIERRA ALGARROBO;   SLM  ROBLE SA  UNO  DE SIERRA ALGARROBO; SLM  ROBLE 5B UNO DE SIERRA ALGARROBO; SLM ROBLE 5C  UNO  DE  SIERRA ALGARROBO; SLM  ROBLE 2 UNO  DE  SIERRA ALGARROBO; SLM  ROBLE 2A UNO DE SIERRA ALGARROBO;  SLM  ROBLE 2BUNO DESIERRAALGARROBO;   SLM  ROBLE3UNO DE  SIERRA ALGARROBO;SLM ROBLE 4UNODESIERRAALGARROBO;SLM ROBLE 4A UNODESIERRAALGARROBO; and    SLMROBLE4BUNODESIERRA ALGARROBOeach  of  the  above  a    Sociedad  LegalMinera duly incorporated  and existing under the laws of Chile and represened herein by Gunter Stromberger and ElsaDorilaDuarteHortaandeachhavingtheiraddressatYerbasBuenas460,  Piso2 Copiap6, Chile. (the "SLMs")

And

MID AMERICASCORP.a company incorporated pursuant to the laws of Belieze and having its address as Cor 12Baymen Avenue and Calle Al Mar, Belize City, Belize.

(the "Optionee")

BACKGROUND

AOn April 23rd,2012,the Optionee on the one hand, and  Gunter Stromberger and Elsa Dorila Duarte Horta on the other hand as optionors, executed an option agreement (the "Option Agreement") in relation to certain concessions identified at Schedule A of said Option Agreement.

B.  Due to the fact that certain of the concessions noted in Schedule A of the Option Agreement were in fact owned by and registered in the name of SLMs noted above and  were  not  directly  owned  by  and  registered  under  the  names  of  Gunter

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Stromberger and/or Elsa Dorila Duarte Horta as originally noted in the Option Agreement, and in order to add certain additional clarifications to the Option Agreement, the parties hereto have executed the present amendment in order to make the corresponding clarifications.

C.  Capitalized terms used  herein and  not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Therefore, in consideration of the mutual covenants and conditions contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. AmendmentofDefinitionofOptionor.

The Parties hereby expressly replace the definition of Optionor established on page 1 of the Option Agreement with the following: Optionor shall mean under the Option Agreement, Gunter Stromberger and each of the SLMs

2.  Amendment ofSection2.1RepresentationsandWarrantiesandCovenantsof the Optionors

The following shall be added to Section 2.1 as Section 2.1 (h)

"Each of the SLMs are duly incorporated and in good standing under the laws of Chile. Gunter Stromberger and Elsa Dorila Duarte Horta are the sole shareholders of the SLMs. and have the good and sufficient authority to represent and act on behalf of the SLMs. "

3.  AmendmentofSection3.2 Consideration

Thefollowingshallbeaddedasthefinalsentenceof section3.2.

"Each of the payments noted at points (i) to (vii) ofthis Section 3.2,shall be made by the Optionee to the Optionor  as follows.  33.3%of said consideration shall be paid to Gunter Stromberger and the remaining 66.6% shall be divided into 11 equal sums to be paid to each of the SLMs"

4. AmendmentofSection3.4MaintenanceofOption

Thefollowingshallbeaddedasletter(c)of section3.4.

"All sums paid to the Optionors under subsections (i) to (vi) of Section 3.2of this Agreement shall be understood to be Expenditures under section 3.4 of this Agreement and therefore shall be expressly considered as part of the Expenditures which the Optionee mustincur pursuant to said Section in order to maintain in force and exercise, the Option."

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     5. ValidityoftheOptionAgreement
 

The Option Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment shall constitute an integral, nonseverable part of the Option Agreement and be governed by its provisions including its dispute resolution provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment shall govern.

The Parties intending to be bound have entered into this Amendment on the date set out on the fist page.

MID AMERICAS CORP.

          /s/ Mark C. Hulse

(AuthorizedSignatory)

       /s/ Gunter Stromberger

   GUNTERSTROMBERGER      WITNESSED BY: Name:

       /s/ Elsa Dorila Duarte Horta

ELSADORILADUARTEHORTA WITNESSED BY: Name:

SLM ROBLE 5 UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By:  /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE SA UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By: /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE SB UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By:  /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

4

SLM ROBLE 5C UNO DE SIERRA ALGARROBO; SLM ROBLE 2 UNO DE SIERRA ALGARROBO;

SLM ROBLE 2A UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By: /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE 2B UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By:  /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE 3 UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By:  /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE 4 UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By:  /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

5

SLM ROBLE 4A UNO DE SIERRA ALGARROBO;

By: /s/ Gunter Stromberger

Gunter Stromberger

By: /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

SLM ROBLE 4B UNO DE SIERRA ALGARROBO

By: /s/ Gunter Stromberger

Gunter Stromberger

By: /s/ Elsa Dorila Duarte Horta

Elsa Dorila Duarte Horta

Witnessed By:

Name:

6

EX-10.4

Amendment No. 2

1

AMENDMENT TO MINING OPTION AGREEMENT

(Algarrobo Properties)

This AMENDMENT TO MINING OPTION AGREEMENT (“Amendment Agreement”) is entered into on September 27, 2012, by and between Gunter Stromberger and Elsa Dorila Duarte Horta  ( jointly the “Optionors””), having both address at Yerbas Buenas 460, Copiapo, Chile, and Mid Americas Corp. (the “Optionee”), having its offices at Cor 12 Baymen Avenue and Calle Al Mar, Belize City, Belize.

WHEREAS, this amendment is made to the Mining Option Agreement previously executed and dated April 23rd, 2012, by and between the Optionors and the Optionee.

NOW THEREFORE, it is mutually understood and agreed by and between the undersigned contracting parties to amend that previously executed agreement as follows:

Article 1 “Interpretation”, letter (d) , is amended to read:

“Effective Date” means October 1st 2012

Article 3, Paragraph 3.2 “Consideration” points (iii) and (iv), is amended to read:

(iii)           $250,000 cash payment at the Effective Date

(iv)           $250,000 cash payment within 60 days of the Effective Date

Article 3, Paragraph 3.4 “Maintenance of the Option”, letter (a) points (i) and (ii), is amended to read:

(a) Incur Expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date as follows:

(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 18 (18) months of the Effective Date.

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

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All other terms and conditions that are not hereby amended are to remain in full force and effect.

Duly executed by

MID AMERICAS CORP.

By:  /s/ Mark C. Hulse

Name: Mark C. Hulse

Title: President and Director

GUNTER STROMBERGER

By: /s/ Gunter Stromberger

ELSA DORILA DUARTE HORTA

By: /s/Elsa Dorila Duarte Horta

3

EX-10.5

CONSULTING AGREEMENT

THIS AGREEMENT is dated on the 10th day of September, 2012  and effective on the 1st day of October, 2012.

BETWEEN:

SWINGPLANE VENTURES, INC.  of  220 Summit Blvd., #402, Broomfield, Colorado 80021.

(the "Company")

AND:

MICHEL VOYER, with an address at 580 de la Louvière, Laval, Quebec, H7M 4S4

                                            Canada

(the "Contractor")

WHEREAS:

A.The Company desires to retain the Contractor to provide the Company with the services as the Company's President and Chief Executive Officer (the "Services") in regards to the Company's management and operations;

B.The Contractor has agreed to provide the Services to the Company on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE 1

APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1Appointment of Contractor.  The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement.  The Contractor accepts such appointment on the terms and conditions herein set forth.

1.2Performance of Services.  The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:

(a)   the Contractor shall report directly to the Board of Directors of the Company;

(b)   the Contractor shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder, including the Services, are to the satisfaction of the Company, acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and

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(c)   the Company shall report the results of the Contractor's duties hereunder as may be requested by the Company from time to time.

1.3Authority of Contractor.  The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

1.4Independent Contractor.  In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement.  Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents shall not be entitled to the fringe benefits provided by the Company to its employees.

ARTICLE 2

CONTRACTOR'S AGREEMENTS

2.1Expense Statements.  The Contractor may incur expenses in the name of the Company as agreed in advance in writing by the Company, provided that such expenses relate solely to the carrying out of the Services.  The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis.  The Contractor agrees to obtain approval from the Company in writing for any individual expense of $1,000 or greater or any aggregate expense in excess of $5,000 incurred in any given month by the Contractor in connection with the carrying out of the Services.

2.2Regulatory Compliance.  The Contractor agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services, including but not limited to United States securities laws (in particular, Regulation FD) and the policies of the United States Securities and Exchange Commission.

2.3Prohibition Against Insider Trading.  The Contractor hereby acknowledges that the Contractor is aware, and further agrees that the Contractor will advise those of its directors, officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

ARTICLE 3

COMPANY'S AGREEMENTS

3.1Compensation.  The compensation for agreeing to enter into this Agreement and provide the Services to be rendered by the Contractor pursuant to this Agreement shall be $10,000.00 a month, payable on the 1st of each month.

2

3.2Information.  Subject to the terms of this Agreement, including without limitation Article 5 hereof, and provided that the Contractor agrees that it will not disclose any material non-public information to any person or entity, the Company shall make available to the Contractor such information and data and shall permit the Contractor to have access to such documents as are reasonably necessary to enable it to perform the Services under this Agreement.  The Company also agrees that it will act reasonably and promptly in reviewing materials submitted to it from time to time by the Contractor and inform the Contractor of any material inaccuracies or omissions in such materials.

ARTICLE 4

DURATION, TERMINATION AND DEFAULT

4.1Effective Date.  This Agreement shall become effective as of October 1, 2012 (the "Effective Date"), and shall continue to September 31, 2013 (the "Term") or until earlier terminated pursuant to the terms of this Agreement.

4.2Termination.  Without prejudicing any other rights that the Company may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon its election to do so, or if it so elects, upon delivery of written notice to the Contractor if:

(a)   the Contractor breaches section 2.2 of this Agreement;

(b)   the Contractor breaches any other material term of this Agreement and such breach is not cured to the reasonable satisfaction of the Company within thirty (30) days after written notice describing the breach in reasonable detail is delivered to the Contractor;

(c)   the Company acting reasonably determines that the Contractor has acted, is acting or is likely to act in a manner detrimental to the Company or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement;

(d)   the Contractor is unable or unwilling to perform the Services under this Agreement, or

(e)   the Contractor commits fraud, serious neglect or misconduct in the discharge of the Services.

4.3Duties Upon Termination.  Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:

(a)   a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and

(b)   all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts in his possession, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days' notice to the Company.

4.4Compensation of Contractor on Termination.  Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company.

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ARTICLE 5

CONFIDENTIALITY AND NON-COMPETITION

5.1Maintenance of Confidential Information.  The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the "Confidential Information").  For the purposes of this Agreement, "Confidential Information" includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable.  The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect.  Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

5.2Exceptions. The general prohibition contained in Section 5.1 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:

(a)   is available to the public generally in the form disclosed;

(b)   becomes part of the public domain through no fault of the Contractor;

(c)   is already in the lawful possession of the Contractor at the time of receipt of the Confidential Information; or

(d)   is compelled by applicable law to be disclosed, provided that the Contractor gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance in obtaining an order protecting the Confidential Information from public disclosure.

5.3Developments.  Any information, data, work product or any other thing or documentation whatsoever which the Contractor, either by itself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Contractor's appointment with the Company or which the Contractor, either by itself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the "Developments") during the Term or at any time thereafter during which the Contractor is engaged by the Company that is related to the business of mining property acquisition and exploration shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company.  Accordingly, the Contractor does hereby irrevocably, exclusively and absolutely

4

assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Contractor during the course of performing this Agreement, including, without limitation, the right to effect any registration in the world to protect the foregoing rights.  The Company shall have the sole, absolute and unlimited right throughout the world, therefore, to protect the Developments by patent, copyright, industrial design, trademark or otherwise and to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Developments, in whole or in part, or combine the Developments with any other matter, or not use the Developments at all, as the Company sees fit.

5.4Protection of Developments.  The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 5.3 hereof.  If the Company is for any reason unable, after reasonable effort, to secure execution by the Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor's agent and attorney to act for and in the Contractor's behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.

5.5Remedies.  The parties to this Agreement recognize that any violation or threatened violation by the Contractor of any of the provisions contained in this Article 5 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone.  Accordingly, the Contractor agrees that in the event of any such violation or threatened violation, the Company shall, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.

5.6Reasonable Restrictions.  The Contractor agrees that all restrictions in this Article 5 are reasonable and valid, and all defenses to the strict enforcement thereof by the Company are hereby waived by the Contractor.

ARTICLE 6

DEVOTION TO CONTRACT

6.1Devotion to Contract.  During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement.  Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company.  During the term of this Agreement, the Contractor shall, and shall cause each of its agents assigned to performance of the Services on behalf of the Contractor, to:

(a)   at all times perform the Services faithfully, diligently, to the best of its abilities and in the best interests of the Company;

5

(b)   devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Services hereunder; and

(c)   refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein.

6.2Other Activities.  The Contractor shall not be precluded from acting in a function for any other person, firm or company.

ARTICLE 7

MISCELLANEOUS

7.1Notices.  All notices required or allowed to be given under this Agreement shall be made either personally by delivery to or by facsimile transmission to the address as set forth on the first page of this Agreement or to such other address as may be designated from time to time by such party in writing.

7.2Independent Legal Advice.  The Contractor acknowledges that:

(a)   the Contractor has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

(b)   the Contractor has been given adequate time to obtain independent legal advice;

(c)   by signing this Agreement, the Contractor confirms that he fully understands this Agreement; and

(d)   by signing this Agreement without first obtaining independent legal advice, the Contractor waives his right to obtain independent legal advice.

7.3Change of Address.  Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.

7.4Entire Agreement.  As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the appointment of the Contractor by the Company are null and void.  The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.

7.5Further Assurances.  Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.

7.6Waiver.  No provision hereof shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent.  A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same provision.

6

7.7Amendments in Writing.  No amendment, modification or rescission of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.

7.8Assignment.  Except as herein expressly provided, the respective rights and obligations of the Contractor and the Company under this Agreement shall not be assignable by either party without the written consent of the other party and shall, subject to the foregoing, enure to the benefit of and be binding upon the Contractor and the Company and their permitted successors or assigns.  Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.

7.9Severability.  In the event that any provision contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which shall continue to have full force and effect.

7.10Headings.  The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

7.11Number and Gender.  Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

7.12Time.  Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day.  For the purposes of this Agreement, "business day" means a day which is not Saturday or Sunday or a statutory holiday in Broomfield, Colorado.

7.13Enurement.  This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Contractor and the personal legal representatives of the Contractor.

7.14Counterparts.  This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

7.15Currency.  Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

7.16Electronic Means.  Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the effective date of this Agreement.

7.17Proper Law.  This Agreement will be governed by and construed in accordance with the laws of Colorado.  The parties hereby attorn to the jurisdiction of the Courts in the State of Colorado.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

SWINGPLANE VENTURES, INC.

Per:   /s/ Michel Voyer

         Authorized Signatory

 /s/ Michel Voyer

MICHEL VOYER

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EX-99.1

MID AMERICAS CORP.

 (An Exploration Stage Company)

FINANCIAL STATEMENTS

For the fiscal year ended June 30, 2012

 (Stated in US Dollars)

(AUDITED)

To the Board of Directors and Stockholders of Mid Americas Corporation:

We have audited the accompanying balance sheets of Mid Americas Corporation (“the Company”) as of June 30, 2012, the six month period ended December 31, 2012 and the period from inception (April 23, 2012) to December 31, 2012 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mid Americas Corporation, as of June 30, 2012, the six month period ended December 31, 2012 and the period from inception (April 23, 2012) to December 31, 2012, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ B F Borgers CPA PC

B F Borgers CPA PC

Denver, CO

May 9, 2013

2

MID AMERICAS CORP.

 (An Exploration Stage Enterprise)

 Balance Sheets

(Audited)

	June 30, 2012
ASSETS
Current assets:
Cash	$	0
Total current assets		0
Total assets	$	0
LIABILITIES
Current liabilities:
Accounts payable	$	1,850
Accrued Liabilities, Note 3		400,000
Total current liabilities		401,850
STOCKHOLDERS' DEFICIT
Common stock, $0.01  par value, 5,000,000 authorized,
5,000,000 shares issued and outstanding as at  June 30, 2012		50,000
Capital in excess of par value		950,000
Share subscriptions receivable		(650,000	)
(Deficit) accumulated during the exploration stage		(751,850	)
Total stockholders' deficit		(401,850	)
Total liabilities and stockholders' deficit	$	0

See accompanying notes.

3

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

Statements of Operations

(Audited)

	Fiscal year ended June 30, 2012			Cumulative from Inception (April 23, 2012) to June 30, 2012
Revenues	$	-		$	-
General and administrative  expenses:
Exploration expenses, Note 3		700,000			700,000
Consulting fees		50,000			50,000
Incorporation costs		1,850			1,850
Total operating expenses		751,850			751,850
(Loss) from operations		(751,850	)		(751,850	)
Other income (expense)		-			-
(Loss) before taxes		-			-
Provision (credit) for taxes on income:		-			-
Net (loss)	$	(751,850	)		(751,850	)
Basic and diluted  earnings (loss) per common share	$	(0.15	)
Weighted average number of shares outstanding		5,000,000

See accompanying notes.

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MID AMERICAS CORP.

(An Exploration Stage Enterprise)

STATEMENTS OF CASH FLOWS

(Audited)

	Fiscal year ended June 30, 2012			Cumulative from Inception (April 23, 2012) to June 30, 2012
Cash flows from operating activities:
Net (loss)	$	(751,850	)	$	(751,850	)
Changes in current assets and liabilities:
Increase in accounts payable		1,850			1,850
Increase to accrued liabilities, Note 3		400,000			400,000
Net cash used in operating activities		(350,000	)		(350,000	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			-
Subscriptions receivable		350,000			350,000
Net cash flows from financing activities		350,000			350,000
Net cash flows		-			-
Cash and equivalent, beginning of period		-			-
Cash and equivalent, end of period	$	-		$	-
Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes.

5

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

For the Period from April 23, 2012 (date of inception) to fiscal year ended June 30, 2012

(Audited)

										Additional		Deficit
	Common Stock									Paid-in		Accumulated
	Shares			Amount ($)			Subscriptions Receivable			Capital ($)		Exploration stage ($)			Total ($)
Balance, April 23, 2012		-			-			-			-		-			-
Shares issued for cash		5,000			50,000			(650,000	)		950,000		-			350,000
Stock split 1000:1 effective on January 31, 2013		(5,000	)		(50,000	)		-			-		-			-
		5,000,000			50,000			-			-		-			-
Net loss for the period		-			-			-			-		(751,850	)		(751,850	)
Balance, June 30, 2012		5,000,000			50,000			(650,000	)		950,000		(751,850	)		(401,850	)

See accompanying notes.

6

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

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 – MID AMERICAS CORP. (identified in these footnotes as “we” or the “Company”) is an International Business Company (“IBC”), incorporated under the Laws of Belize on April 23, 2012.   While our corporate offices are presently located in Belize, all of our profit–earning activities must be conducted outside Belize. We intend to operate in Chile. We use June 30 as a fiscal year for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.

On April 23, 2012 we entered into a Mineral Property Option Agreement (the “Original Property 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 the Company has the rights to acquire 75% of certain mining concessions in Chile from the Vendors in consideration for cash payments and certain exploration expenditures. On July 27, 2012 we entered into Amendment Number 1 to the Original Property Agreement, and on September 27, 2012, we entered into Amendment Number 2 to the Original Property Agreement (the “Amendments”).

On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) in respect of the aforementioned Original Property Agreement and the Amendments with Swingplane Ventures Inc. (“Swingplane”). Under the terms of the Assignment Agreement the Company assigned all of the rights under the Original Property Agreement and the Amendments in consideration for the assumption of the ongoing obligations under the Original Property Agreement and the Amendments thereto, certain share based consideration and certain other terms and conditions.

On January 21, 2013, the Company and Swingplane announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a share exchange agreement with Swingplane, which closed on February 22, 2013 (the “Share Exchange Agreement”).

Under the terms of the Share Exchange Agreement, Swingplane acquired all of the issued and outstanding shares of the Company in exchange for the issuance of a total of 100,000,000 shares of common stock of Swingplane and 5,000,000 shares of preferred stock of Swingplane issued to the shareholders of the Company. The preferred stock is convertible into shares of common stock of Swingplane 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.

On January 31, 2013, the Company effected a 1,000 for 1 stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share. The effect of this split has been retroactively applied to the common stock balances at June 30, 2012 and reflected in all common stock activity presented in these financial statements.

7

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

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

Organization and nature of business (continued) - To date, our activities have been limited to formation, the raising of equity capital, and the development of a plan to develop and monetize the Algarrobo property.   In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.

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  the nature of the underlying terms of the agreements more fully discussed in Note 3 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.

8

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

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

Fair value of financial instruments and derivative financial instruments (continued) -

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.

Income taxes – The Company is an International Business Company (IBC) incorporated in Belize, and as such is not subject to tax in its jurisdiction of incorporation.  All profit-earning activities must be undertaken outside the country of Belize.  It is anticipated that revenues may be subject to non-resident corporate taxation laws of the country of Chile once profitable operations commence.

Net income per share of common stock – We have adopted applicable FASB Codification regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  At June 30, 2012, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Note 2 – Going concern:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the fiscal year ended June 30, 2012, the Company has had limited operations. As of June 30, 2012, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends 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.

Note 3 – Mineral Property Agreements:

On April 23, 2012 (the “Effective Date”), the Company 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 the Company has the rights to acquire 75% of certain mining concessions in Chile, known as the Robles and Angela concessions from the Vendors in consideration for cash payments set out below:

 Section 3.2

(i) $300,000 cash payment due on signing;

(ii) $400,000 cash payment within 30 days the Effective Date (May 23, 2012)

(iii) $250,000 cash payment within 90 days of the Effective Date (July 22, 2012)

9

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

Note 3 – Mineral Property Agreements (continued):

(iv) $250,000 cash payment within 150 days of the Effective Date (September 19, 2012);

(v) $750,000 cash payment on or before June 30, 2013;

(vi) $750,000 cash payment on or before June 30, 2014.; and

(vii) $5,000,000 cash payment to be made from net proceeds of Production.  Net proceeds from Production shall be split as to two-thirds (2/3) to the Optionee and one-third (1/3) to the Optionors until the Optionors shall have received $5,000,000.   Thereafter, the Optionors will revert to a twenty-five (25%) percent carried interest whereby, the Optionors will receive twenty-five (25%) of the net proceeds from Production for the life of the project, which may sold, transferred or assigned.  

Further, the agreement called for the Company to incur expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date as follows:

Section 3.4

(i)	$10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 90 days of the execution of the Agreement (July 22, 2012) to be fully expended within eighteen (18) months of the Effective Date (Octboer 23,2012).
(ii)	$10,000,000 to be expended on or before three years from the Effective Date (April 23, 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.

During the fiscal year period ended June 30, 2012, the Company has made cash payments in the amount of $300,000 as part of the payments set out under section 3.2 (i). A further $400,000 due and payable on May 23, 2012, was outstanding as at June 30, 2012 and therefore has been accrued as a current liability as at June 30, 2012 and is reflected on the Company’s balance sheets as such. As a result of certain amendments to the Mineral Option Agreement entered into subsequent to the period which allows for all option payments remitted under Section 3.2 of the Agreement to be considered part of the total required exploration expenses set out in Section 3.4 of the Agreement, the Company recorded the $300,000 paid as option payments as exploration expenses as at the fiscal year ended June 30, 2012.

Subsequent to the fiscal year ended June 30, 2012, on July 9, 2012, the Company remitted the $400,000 as required to maintain the option.  Additionally, the Company entered into certain amendments to the Option Agreement, more fully discussed in Note 8 – Subsequent Events, below.

Note 4 – Issuance of shares:

The Company has authorized share capital of 5,000,000 shares of common stock with a par value of $0.01 per share.  On April 23, 2012, the Company received share subscriptions for a total of 5,000,000 shares at a purchase price of $0.20 per share for total proceeds of $1,000,000.  Concurrently the Company received subscription proceeds of $350,000, and recorded the balance of $650,000 as Subscriptions receivable. The Company received proceeds of $650,000 after the fiscal year ended June 30, 2012, so that the 5,000,000 shares are paid in full.

As of June 30, 2012 there were a total of 5,000,000 shares issued and outstanding.

10

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

Note 5 – Related party transactions:

The Company was invoiced a total of $50,000 for consulting services with respect to negotiations of the original Option Agreement in April, 2012 by Toucan Tropical Consulting Ltd. Toucan is also the Company’s controlling shareholder holding 65% of the total issued and outstanding share capital.

Note 6 – Income Taxes:

The Company recorded no income tax provision or benefit for the year ended June 30, 2012 because the Company believes it is more likely than not that these will not be utilized in the near future due to net losses. The Company generated no taxable income.

Subsequent to this report the Company has undertaken a transaction whereby it will become a wholly owned subsidiary of a U.S.-based reporting company.  The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income tax rate of 34% plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Company’s valuation allowance, as well as due to nondeductible expenses.

For income tax reporting purposes, the Company has approximately $351,850 of net operating loss carry forwards that expire at various dates through 2032. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carry forwards and tax credits available to be used in any given year if certain events occur, including significant changes in ownership interests. Realization of net operating loss and tax credit carry forwards is dependent on generating sufficient taxable income prior to their expiration dates.

As of June 30, 2012, the Company had approximately $119,629 of net deferred tax assets, comprised primarily of the potential future tax benefits from net operating loss carry forwards. Based upon the level of historical taxable income and projections for future taxable income over the period in which the deferred tax assets are deductible, management could not conclude that realization of the deferred tax assets as of June 30, 2012 was more likely than not, and therefore, the Company has recorded a valuation allowance to reduce the net deferred tax assets to zero. The valuation allowance increased approximately $119,629 during the year ended June 30. The amount of deferred tax assets considered realizable could be adjusted in the near term if future taxable income is generated.

Note 7 - 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 8 – Subsequent events:

Subsequent to the fiscal year ended June 30, 2012, the Company received proceeds of $650,000 to retire a subscription receivable.

Subsequent to the fiscal year ended June 30, 2012 the Company entered into certain Amendments to the Option Agreement effective July 27, 2012 and September 27, 2012, respectively, which, among other things, changed the Effective Date of the Option Agreement to October 1, 2012, amended the payment schedule for certain remaining payments required under the Option Agreement and amended the treatment of certain payments remitted as Option payments as follows:

11

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

Note 8 – Subsequent events (continued):

Section 3.2:

- $250,000 cash payment originally due as of  July 22, 2012 shall be due on the Effective Date, October 1, 2012;

- $250,000 cash payment, which was original due as at September 19, 2012 was due within 60 days of the Effective Date (November 30, 2012).

Section 3.4:

(a) Incur Expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date as follows:

(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)  

- 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

The Company made the amended cash payment of $250,000 due on the Effective Date (October 1, 2012) on October 15, 2012.

On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) in respect of the aforementioned Option Agreement with Swingplane Ventures Inc. (“Swingplane”). Under the terms of the Assignment Agreement the Company has assigned all of the rights under the Option Agreement and the Amendments thereto in consideration for the assumption of the ongoing payment obligations under the Option Agreement and the Amendments, commencing with the November 30, 2012 payment, certain share based consideration and certain other terms and conditions.

On November 23, 2012, a legal opinion was provided to the Company which noted certain title deficiencies that could impact on the value of the Company’s assets, if not cured.   The Optionors took certain corrective action upon receipt of the title opinion, however, not all of the deficiencies were cured.  The Company considered the deficiencies and determined that they could be cured without loss of the mining concessions and determined to work with the Optionors to take the remedial action to cure such deficiencies.   The Company has reviewed certain accounting treatments and restated their financial statements for the fiscal year ended June 30, 2012 whereby they determined that as a result of the terms of the Option Agreement as expressly set out in Sec 3.4, the Company would record all costs incurred and payments made as exploration expenses. As a result of this treatment, the Company does not believe the findings of the legal opinion as noted above has any impact on the recorded value of the Option Agreement as all amounts are expensed as incurred.

On January 21, 2013, the Company and Swingplane announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a share exchange agreement with Swingplane, which closed on February 22, 2013 (the “Share Exchange Agreement”).

Under the terms of the Share Exchange Agreement, Swingplane acquired all of the issued and outstanding shares of the Company in exchange for the issuance of a total of 100,000,000 shares of common stock of Swingplane and 5,000,000 shares of preferred stock of Swingplane issued to the shareholders of the Company. The preferred stock is convertible into shares of common stock of Swingplane 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.

12

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

June 30, 2012

Note 8 – Subsequent events (continued):

Concurrent with closing of the Share Exchange Agreement, the 300,000,000 shares of Swingplane issued to the Company in trust were returned to treasury and a total of 337,500,000 shares of the common stock of Swingplane held by an officer and director of Swingplane were returned for cancellation.

The business combination will be 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 Company. Under reverse acquisition accounting the Company (subsidiary) is treated as the accounting parent (acquirer) and Swingplane (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares of Swingplane will be restated to reflect the effect of the business combination and the Company will become a 100% owned subsidiary of Swingplane.  

Subsequent to the fiscal year ended June 30, 2012, a total of $651,000 has been remitted to the Optionors by the Company and allocated as exploration expenses.  A further $364,185 (including the Option payment due as of November 30, 2012 of $250,000 which amount was remitted on December 5, 2012 as to $125,000 and on January 31, 2013 as to the remaining $125,000) has been paid by Swingplane, who agreed to pay the final $125,000 pursuant to renegotiation of the agreements, for total expenditures of $1,315,185 allocated to exploration expenses.  Certain of the payments required under the Option Agreement were paid outside of the timeframes as required under the Option Agreement and the amendments thereto, however, no notice of default was received from the Optionors and the payments were accepted by the Optionors as payments under the Option Agreement.

On January 31, 2013 the Company effected a 1,000 for 1 stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share.

Effective March 30, 2013 there is a default on the obligation under Section 3.4 of the Option Agreement whereby the Company was required to place certain funds in trust for exploration expenditures, which amount as at the date of the default would have been $8,684,815.   No default notice has been provided to either Swingplane or Mid Americas and the Optionors as of the date of this filing have advised that they are seeking a representative of Mid Americas to attend in Chile to work through a go forward plan and detail possible funding options.   This meeting is expected to take place prior to May 31, 2013.

13

EX-99.2

MID AMERICAS CORP.

 (An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

For the six month period ended December 31, 2012

 (Stated in US Dollars)

(AUDITED)

To the Board of Directors and Stockholders of Mid Americas Corporation:

We have audited the accompanying balance sheets of Mid Americas Corporation (“the Company”) as of June 30, 2012, the six month period ended December 31, 2012 and the period from inception (April 23, 2012) to December 31, 2012 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mid Americas Corporation, as of June 30, 2012, the six month period ended December 31, 2012 and the period from inception (April 23, 2012) to December 31, 2012, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ B F Borgers CPA PC

B F Borgers CPA PC

Denver, CO

May 9, 2013

2

MID AMERICAS CORP.

 (An Exploration Stage Enterprise)

 Balance Sheets

	December 31,			June 30,
	2012 (Audited)			2012 (Audited)
ASSETS
Current assets:
Cash	$	0		$	0
Total current assets		0			0
Total assets	$	0		$	0
LIABILITIES
Current liabilities:
Accounts payable	$	2,850		$	401,850
Accrued liabilities		125,000			-
Total current liabilities		127,850			401,850
STOCKHOLDERS' DEFICIT
Common stock, $0.01  par value, 5,000,000 authorized,
5,000,000 shares issued and outstanding as at      December 31, 2012 and June 30, 2012  respectively		50,000			50,000
Capital in excess of par value		950,000			950,000
Share subscriptions receivable		-			(650,000	)
(Deficit) accumulated during the exploration stage		(1,127,850	)		(751,850	)
Total stockholders' deficit		(127,850	)		(401,850	)
Total liabilities and stockholders' deficit	$	0		$	0

See accompanying notes.

3

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

Statements of Operations

	Six months ended December 31, 2012 (Audited)			Cumulative from Inception (April 23, 2012) to December 31, 2012 (Audited)
Revenues	$	-		$	-
General and administrative  expenses:
Exploration expenses, Note 3		376,000			1,076,000
Consulting fees		-			50,000
Incorporation costs		-			1,850
Total operating expenses		376,000			1,127,850
(Loss) from operations		(376,000	)		(1,127,850	)
Other income (expense)		-			-
(Loss) before taxes		-			-
Provision (credit) for taxes on income:		-			-
Net (loss)	$	(376,000	)	$	(1,127,850	)
Basic and diluted  earnings (loss) per common share	$	(0.075	)
Weighted average number of shares outstanding		5,000,000

See accompanying notes.

4

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

STATEMENTS OF CASH FLOWS

	Six months ended December 31, 2012 (Audited)			Cumulative from Inception (April 23, 2012) to December 31, 2012 (Audited)
Cash flows from operating activities:
Net (loss)	$	(376,000	)	$	(1,127,850	)
Changes in current assets and liabilities:
Increase in accounts payable		1,000			2,850
Increase (decrease) accrued liabilities		(275,000	)		125,000
Net cash used in operating activities		(650,000	)		(1,000,000	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			1,000,000
Subscriptions receivable		650,000			-
Net cash flows from financing activities		650,000			1,000,000
Net cash flows		-			-
Cash and equivalent, beginning of period		-			-
Cash and equivalent, end of period	$	-		$	-
Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes.

5

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

For the Period from April 23, 2012 (date of inception) to December 31, 2012

(Audited)

										Additional		Deficit
	Common Stock									Paid-in		Accumulated
	Shares			Amount ($)			Subscriptions Receivable			Capital ($)		Exploration stage ($)			Total ($)
Balance, April 23, 2012		-			-			-			-		-			-
Shares issued for cash		5,000			50,000			(650,000	)		950,000		-			350,000
Stock split 1,000:1 effective on January 31, 2012:		(5,000	)		(50,000	)		-			-		-			-
		5,000,000			50,000			-			-		-			-
Net loss for the period		-			-			-			-		(751,850	)		(751,850	)
Balance, June 30, 2012		5,000,000			50,000			(650,000	)		950,000		(751,850	)		(401,850	)
Settlement of subscription receivable		-			-			650,000			-		-			650,000
Net loss for the period		-			-			-			-		(376,000	)		(376,000	)
Balance, December 31, 2012		5,000,000			50,000			-			950,000		(1,127,850	)		(127,850	)

See accompanying notes.

6

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

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 – MID AMERICAS CORP. (identified in these footnotes as “we” or the “Company”) is an International Business Company (“IBC”), incorporated under the Laws of Belize on April 23, 2012.   While our corporate offices are presently located in Belize, all of our profit–earning activities must be conducted outside Belize. We intend to operate in Chile. We use June 30 as a fiscal year for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.

On April 23, 2012 we entered into a Mineral Property Option Agreement (the “Original Property 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 the Company has the rights to acquire 75% of certain mining concessions in Chile from the Vendors in consideration for cash payments and certain exploration expenditures. On July 27, 2012 we entered into Amendment Number 1 to the Original Property Agreement, and on September 27, 2012, we entered into Amendment Number 2 to the Original Property Agreement (the “Amendments”).

On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) in respect of the aforementioned Original Property Agreement and the Amendments with Swingplane Ventures Inc. (“Swingplane”). Under the terms of the Assignment Agreement the Company assigned all of the rights under the Original Property Agreement and the Amendments in consideration for the assumption of the ongoing obligations under the Original Property Agreement and the Amendments thereto, certain share based consideration and certain other terms and conditions.

On January 21, 2013, the Company and Swingplane announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a share exchange agreement with Swingplane, which closed on February 22, 2013 (the “Share Exchange Agreement”).

Under the terms of the Share Exchange Agreement, Swingplane acquired all of the issued and outstanding shares of the Company in exchange for the issuance of a total of 100,000,000 shares of common stock of Swingplane and 5,000,000 shares of preferred stock of Swingplane issued to the shareholders of the Company. The preferred stock is convertible into shares of common stock of Swingplane 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.

On January 31, 2013, the Company effected a 1,000 for 1 stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share. The effect of this split has been retroactively applied to the common stock balances at June 30, 2012 and reflected in all common stock activity presented in these financial statements.

7

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

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

Organization and nature of business (continued) - To date, our activities have been limited to formation, the raising of equity capital, and the development of a plan to develop and monetize the Algarrobo property.   In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.

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 the nature of the underlying terms of the agreement more fully discussed in Note 3 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.

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MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

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

Fair value of financial instruments and derivative financial instruments (continued) –

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.

Income taxes – The Company is an International Business Company (IBC) incorporated in Belize, and as such is not subject to tax in its jurisdiction of incorporation.  All profit-earning activities must be undertaken outside the country of Belize.  It is anticipated that revenues may be subject to non-resident corporate taxation laws of the country of Chile once profitable operations commence.

Net income per share of common stock – We have adopted applicable FASB Codification regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  At December 31, 2012 and June 30, 2012, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Note 2 – Going concern:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended December 31, 2012, the Company has had limited operations. As of December 31, 2012, the Company has not emerged from the exploration stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends 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.

Note 3 – Mineral Property Agreements:

On April 23, 2012, the Company 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 the Company has the rights to acquire 75% of certain mining concessions in Chile. On July 27, 2012 we entered into Amendment Number 1 to the Original Property Agreement, and on September 27, 2012, we entered into Amendment Number 2 to the Original Property Agreement (the “Amendments”).

On October 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) in respect of the aforementioned Option Agreement with Swingplane Ventures Inc. (“Swingplane”). Under the terms of the Assignment Agreement the Company assigned all of the rights under the Option Agreement and the Amendments in consideration for the assumption of the ongoing obligations under the Option Agreement and the Amendments, certain share based consideration and certain other terms and conditions.

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MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

Note 3 – Mineral Property Agreements (continued):

Prior to the execution of the Assignment Agreement, the Company had met the obligations under the Option Agreement and the Amendments by making the following cash payments, which amounts are recorded as exploration expenses pursuant to the terms of the agreement and amendments thereto:

 Section 3.2

(i) $300,000 cash payment due on April 23, 2012;

(ii) $400,000 cash payment, remitted as of July 7, 2012;

(iii) $250,000 cash payment, remitted as of October 15, 2012.

Under the terms of the Assignment Agreement, Swingplane assumed the payment of the remaining Option Payments under Section 3.2 of the Option Agreement and the Amendments as follows:

Section 3.2

(iv) $250,000 cash payment due November 30, 2012;

(v) $750,000 cash payment on or before June 30, 2013;

(vi) $750,000 cash payment on or before June 30, 2014.; and

(vii) $5,000,000 cash payment to be made from net proceeds of Production.  Net proceeds from Production shall be split as to two-thirds (2/3) to the Optionee and one-third (1/3) to the Optionors until the Optionors shall have received $5,000,000.   Thereafter, the Optionors will revert to a twenty-five (25%) percent carried interest whereby, the Optionors will receive twenty-five (25%) of the net proceeds from Production for the life of the project, which may sold, transferred or assigned.

Further, Swingplane was required 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

(a) Incur Expenditures in an aggregate amount of $20,000,000 over a period of three (3) years from the Effective Date as follows:

(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. (April 1, 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.

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ID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

Note 3 – Mineral Property Agreements (continued):

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.

On November 23, 2012, a legal opinion was provided to the Company which noted certain title deficiencies that could impact on the value of the Company’s assets, if not cured.   The Optionors took certain corrective action upon receipt of the title opinion, however, not all of the deficiencies were cured.  The Company considered the deficiencies and determined that they could be cured without loss of the mining concessions and determined to work with the Optionors to take the remedial action to cure such deficiencies.   The Company has reviewed certain accounting treatments and restated their financial statements for the fiscal year ended June 30, 2012 and the six month period ended December 31, 2012, whereby they determined that as a result of the terms of the Option Agreement as expressly set out in Sec 3.4, the Company would record all costs incurred and payments made as exploration expenses. As a result of this treatment, the Company does not believe the findings of the legal opinion as noted above has any impact of the recorded value of the Option Agreement as all amounts are expensed as incurred.

As at December 31, 2012, a total of $951,000 has been remitted by the Company as option payments under the terms of the Option Agreement which amount has been allocated to exploration expenses, and a further $239,185 (including $125,000 of the Option payment due as of November 30, 2012 totaling $250,000) has been paid by Swingplane.  In addition the Company has accrued on its balance sheets as a current liability the remaining $125,000 due as of November 30, 2012, but unpaid by Swingplane as at December 31, 2012, so that total expenditures towards the mineral property option are $1,315,185.

Swingplane remitted the remaining $125,000 due as of November 30, 2012 subsequent to the period, refer to Note 8 – Subsequent events for additional details.

Note 4 – Issuance of shares:

The Company has authorized share capital of 5,000,000 shares of common stock with a par value of $0.01 per share.  On April 23, 2012, the Company received share subscriptions for a total of 5,000,000 shares at a purchase price of $0.20 per share for total proceeds of $1,000,000.  As of June 30, 2 012 the Company received subscription proceeds of $350,000, and recorded the balance of $650,000 as Subscriptions receivable.  During the six month period ended December 31, 2012 the Company received proceeds of $650,000 so that the 5,000,000 shares are paid in full.

As of December 31, 2012 there were a total of 5,000,000 shares issued and outstanding.

Note 5 – Related party transactions:

The Company was invoiced a total of $50,000 for consulting services with respect to negotiations of the original Option Agreement in April, 2012 by Toucan Tropical Consulting Ltd. Toucan is also the Company’s controlling shareholder holding 30% of the total issued and outstanding share capital.

Note 6 – Income Taxes:

The Company recorded no income tax provision or benefit for the year ended June 30, 2012, or to the six month period ended December 31, 2012 because the Company believes it is more likely than not that these will not be utilized in the near future due to net losses. The Company generated no taxable income.  Subsequent to this report the Company has undertaken a transaction whereby it will become a wholly owned subsidiary of a U.S.-based reporting company.  The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income tax rate of 34% plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Company’s valuation allowance, as well as due to nondeductible expenses.

11

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

Note 6 – Income Taxes (continued):

For income tax reporting purposes, the Company has approximately $1,002,850 of net operating loss carry forwards that expire at various dates through 2032. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carry forwards and tax credits available to be used in any given year if certain events occur, including significant changes in ownership interests. Realization of net operating loss and tax credit carry forwards is dependent on generating sufficient taxable income prior to their expiration dates.  As of December 31, 2012 and June 30, 2012, the Company had approximately $340,969 and $119,629 of net deferred tax assets, comprised primarily of the potential future tax benefits from net operating loss carry forwards. Based upon the level of historical taxable income and projections for future taxable income over the period in which the deferred tax assets are deductible, management could not conclude that realization of the deferred tax assets as of December 31, 2012 and June 30, 2012 was more likely than not, and therefore, the Company has recorded a valuation allowance to reduce the net deferred tax assets to zero. The valuation allowance increased approximately $221,340 during the six month period ended December 31, 2012. The amount of deferred tax assets considered realizable could be adjusted in the near term if future taxable income is generated.

Note 7- 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 8 – Subsequent events:

On January 21, 2013, the Company and Swingplane announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a share exchange agreement with Swingplane, which closed on February 22, 2013 (the “Share Exchange Agreement”).

On January 31, 2013 the Company effected a 1,000 for 1 stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share.

On January 31, 2013 the remaining $125,000 of the $250,000 payment due on November 30, 2012 under the Option Agreement was paid by Swingplane, who agreed to pay the final $125,000 pursuant to renegotiation of the agreements, for total expenditures of $1,315,185 allocated to exploration expenses.  Certain of the payments required under the Option Agreement were paid outside of the timeframes as required under the Option Agreement and the amendments thereto, however, no notice of default was received from the Optionors and the payments were accepted by the Optionors as payments under the Option Agreement.

On February 22, 2012, the Company and Swingplane closed the Share Exchange Agreement.  Under the terms of the Share Exchange Agreement, Swingplane acquired all of the issued and outstanding shares of the Company in exchange for the issuance of a total of 100,000,000 shares of common stock of Swingplane and 5,000,000 shares of preferred stock of Swingplane issued to the shareholders of the Company. The preferred stock is convertible into shares of common stock of Swingplane 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.

Concurrent with closing of the Share Exchange Agreement, the 300,000,000 shares of Swingplane issued to the Company in trust were returned to treasury and a total of 337,500,000 shares of the common stock of Swingplane held by an officer and director of Swingplane were returned for cancellation.

12

MID AMERICAS CORP.

(An Exploration Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2012

Note 8 – Subsequent events (continued):

The business combination will be 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 Company. Under reverse acquisition accounting the Company (subsidiary) is treated as the accounting parent (acquirer) and Swingplane (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares of Swingplane will be restated to reflect the effect of the business combination and the Company will become a 100% owned subsidiary of Swingplane.  

Effective March 30, 2013 there is a default on the obligation under Section 3.4 of the Option Agreement whereby the Company was required to place certain funds in trust for exploration expenditures, which amount as at the date of the default would have been $8,684,815.   No default notice has been provided to either Swingplane or Mid Americas and the Optionors as of the date of this filing have advised that they are seeking a representative of Mid Americas to attend in Chile to work through a go forward plan and detail possible funding options.   This meeting is expected to take place prior to May 31, 2013.

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EX-99.3

The unaudited pro forma consolidated balance sheet and statement of operations reflects amounts as if the transaction, which concluded on February 22, 2013, had occurred on June 30, 2012 and December 31, 2012 by and between Swingplane Ventures Inc. (the “Company”) and Mid Americas Corp (“Mid Americas”), a corporation incorporated under the laws of the country of Belize (“Mid Americas”).  

The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position or results of operations would have been had the acquisition occurred as of June 30, 2012 and December 31, 2012, nor is it indicative of future financial position or results of operations.  You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined, or the future result that the combined company will experience after the Exchange Transaction is consummated.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of the Company and Mid Americas.

On April 23, 2012 Mid Americas entered into a Mineral Property Option Agreement (the “Original Property 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 rights to acquire 75% of certain mining concessions in Chile from the Vendors in consideration for cash payments and certain exploration expenditures. 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 (the “Assignment Agreement”) in respect of the aforementioned Original Property Agreement and the Amendments with Mid Americas. Under the terms of the Assignment Agreement Mid Americas assigned all of the rights under the Original Property Agreement and the Amendments in consideration for the assumption of the ongoing obligations under the Original Property Agreement and the Amendments thereto, certain share based consideration and certain other terms and conditions.  

The Assignment Agreement required the following actions to be taken to finalize closing:

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

● 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 Agreement;  

● issue a total of  100,000,000 shares of common stock of the Company and 5,000,000 shares of preferred stock of the Company. The preferred stock will be 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 per each share of preferred stock.

On January 21, 2013, the Company and Mid Americas announced the renegotiation of the Assignment Agreement, whereby the Company would enter into a share exchange agreement with Mid Americas, which closed on February 22, 2013 (the “Share Exchange Agreement”).

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 of the Company 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.

Mid Americas also retains the following obligations under the Option Agreement:

(i)	$950,000 cash payments through to October 15, 2012 (complete)
(ii)	$250,000 cash payment due on November 30, 2012 (complete)
(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. Net proceeds from Production shall be split as to two-thirds (2/3) to the Optionee and one-third (1/3) to the Optionors until the Optionors shall have received $5,000,000.   Thereafter, the Optionors will revert to a twenty-five (25%) percent carried interest whereby, the Optionors will receive twenty-five percent (25%) of  the net proceeds from Production for the life of the project, which may sold, transferred or assigned.

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 follows:

(i)	$10,000,000 to be placed in trust with the Optionee for expenditure on the Property within 180 days of the Effective Dateto 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 Mid Americas.

The business combination will be 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 will be restated to reflect the effect of the business combination and Mid Ameicas will become a 100% owned subsidiary of the Company.

On January 31, 2013 Mid Americas effected a 1,000 for 1 stock split effectively increasing the issued and authorized share capital from 5,000 to 5,000,000 shares, and reducing the par value per share from $10 to $0.01 per share. The effect of this split has been retroactively applied to the common stock balances at June 30, 2012 and December 31, 2012,  and reflected in all common stock activity presented in these proforma financial statements.

In accordance with the terms of the Exchange Agreement, on the Closing Date, 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 Selling Stockholders  in exchange for 100% of the issued and outstanding capital stock of Mid Americas (the “Transaction”).  As a result of the Transaction, the Selling Stockholders 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.

2

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

PROFORMA CONSOLIDATED BALANCE SHEET

June 30, 2012

(UNAUDITED)

	The Company			Mid Americas			Adjustments			Note			Pro Forma
Assets
Current
Cash	$	18,494		$	-								$	18,494
Total current assets		18,494			-									18,494
Total assets	$	18,494		$	-		$						$	18,494
Liabilities
Accounts payable and accrued liabilities	$	3,450		$	401,850								$	405,300
Total current liabilities		3,450			401,850									405,300
Stockholders’ Equity (Deficit)
Preferred stock: $0.001 par value preferred shares		-			-			5,000			(a	)		5,000
Capital stock - $0.001 par value common shares		472,500			50,000			50,000			(a	)		235,000
								(337,500	)		(c	)
Shares subscription receivable					(650,000	)								(650,000	)
Additional paid-in capital		(427,500	)		950,000			(84,956	)		(a	)		775,044
								337,500			(c	)
Deficit accumulated during the exploration stage		(29,956	)		(751,850	)		29,956			(b	)		(751,850	)
Total stockholders’ equity (deficit)		15,044			(401,850	)		-						(386,806	)
Total liabilities and stockholders’ equity (deficit)	$	18,494		$	-		$	-					$	18,494

3

SWINGPLANE VENTURES, INC.

(An Exploration Stage Corporation)

PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS

For the period ended June 30, 2012

(UNAUDITED)

	The Company			Mid Americas			Adjustments		Pro Forma
REVENUE	-			-			-		-
OPERATING EXPENSES
Exploration expenses	$	-		$	700,000			-	$	700,000
Consulting fees		-			50,000			-		50,000
Incorporation costs		-			1,850			-		1,850
Other general and administrative expenses		29,956			-			-		29,956
OPERATING LOSS		(29,956	)		(751,850	)		-		(781,806	)
NET LOSS	$	(29,956	)	$	(751,850	)	$	-	$	(781,806	)

Unaudited Comparative Pro Forma Per Share Data

The table below summarizes selected per share information about Swingplane and Mid Americas.

	Swingplane Historical			Mid Americas Historical			Pro Forma Amounts
Common Shares (thousands) outstanding at June 30, 2012		472,500			5,000			235,000
Preferred Shares (thousands) outstanding at June 30, 2012		-			-			5,000
Basic earnings (loss) per share from operations:
For the year ended June 30, 2012	$	(0.00	)	$	(0.15	)	$	(0.00)
Diluted earnings (loss) per share from operations:
For the year ended June 30, 2012	$	(0.00	)	$	(0.15	)	$	(0.00)

4

Pro Forma adjustments:

(a)	Reflects the effect of the business combination on the acquisition of Mid Americas for the impact of the issuance of a total of 100,000,000 shares of the Company’s common stock and 5,000,000 shares of the Company’s preferred stock in exchange for all issued and outstanding 5,000 shares of Mid Americas.
(b)	Transfer of the accumulated deficit during the exploration stage to additional paid in capital.
(c)	337,500,000 shares cancelled in respect to option agreement

5