Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended February 29, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________________ to _________________
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Commission File Number: 000-53700
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PANA-MINERALES S.A.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0515701
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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First Floor Commercial Area, Calle 53
Marbella, Panama City
Panama
(Address of principal executive offices)
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011-51-205-1994
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the registrant’s common stock at April 23, 2012 was 161,500,000.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the quarterly report on Form 10-Q of Pana-Minerales S.A. for the six month period ended February 29, 2012, filed with the Securities and Exchange Commission on April 23, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 10.3 to the Form 10-Q which Exhibit had been noted in Item 6 as “filed herewith” but was not appended to the original filing document.
This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the 10-Q, does not reflect events that may have occurred subsequent to the original filing, and does not modify or update in any way disclosures made in the original Form 10-Q.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Registrant’s principal executive officer and principal financial officer.
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ITEM 6.
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EXHIBITS
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The following exhibits are included as part of this report by reference:
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Exhibit Number
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Description
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3.1(a)
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Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on October 14, 2008).
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3.1(b)
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Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
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3.2(a)
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Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on October 14, 2008).
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3.2(b)
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Amendment to Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 28, 2011).
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10.1
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Consulting Services and Finders Fee Agreement, dated February 1, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 7, 2012)
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10.2
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Mining Option Agreement, dated February 1, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 7, 2012)
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10.3
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Mutual Release Agreement by and between the Company and David Gibson*
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31.1
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Taxonomy Extension Schema**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase**
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* Filed herewith
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PANA-MINERALES S.A. | |||
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Date: April 26, 2012
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By:
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/s/Harry Ruskowsky | |
| Name: Harry Ruskowsky | |||
| Title: President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director | |||
| (Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer) | |||
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