UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
| [X] | Preliminary Information Statement |
| [ ] | Confidential, for Use of the Commission (only as permitted by Rule 14c-5(d)(2)) |
| [ ] | Definitive Information Statement |
| PANA-MINERALES S.A. |
| (Name of Registrant as Specified in its Charter) |
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| [X] | No fee required. | |
| [ ] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | |
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| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: 0 | |
| (5) | Total fee paid: 0 | |
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| [ ] | Fee paid previously with Preliminary materials. | |
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| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing fee for which the offsetting fee was paid previously. Identify the previous filing by registration filing. | |
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PANA-MINERALES S.A.
8200 N.W. 41st Street, Suite 145B,
Doral, FL 33166
NOTICE OF STOCKHOLDER ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
| Dear Pana-Minerales S.A. Stockholders: |
This Information Statement is first being mailed on or about November 1, 2012, to the holders of record of the outstanding common stock, $0.001 par value per share (the “Common Stock”) of Pana-Minerales S.A., a Nevada corporation (the “Company”), as of the close of business on October 22, 2012 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Information Statement relates to a written consent in lieu of a meeting, dated October 22, 2012 (the “Written Consent”), of stockholders of the Company owning at least a majority of the outstanding shares of Common Stock of the Company, as of the Record Date (the “Majority Stockholders”). Except as otherwise indicated by the context, references in this Information Statement to “the Company”, “we”, “us”, or “our” are references to Pana-Minerales S.A.
The Written Consent authorized
1. an amendment to our Articles of Incorporation (the “Certificate of Amendment”) to change our name to “Cortronix Biomedical Advancement Technologies Inc.” A copy of the Certificate of Amendment is attached to this Information Statement as Appendix A.
The Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under Chapter 78 of the Nevada Revised Statutes and our Bylaws to approve the Certificate of Amendment. Accordingly, the Certificate of Amendment is not presently being submitted to our other stockholders for a vote. The action by Written Consent will become effective when the Company files the Certificate of Amendment with the Nevada Secretary of State, which will occur at least 20 days after the date of the mailing of this Information Statement to our stockholders. We will pay the cost of preparing, printing and distributing this Information Statement.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By Order of the Board of Directors
/s/Yoel Palomino . | |
| Yoel Palomino | |
| Chief Executive Officer | |
| October 22, 2012 | |
PANA-MINERALES S.A.
8200 N.W. 41st Street, Suite 145B,
Doral, FL 33166
INFORMATION STATEMENT
PURSUANT TO SECTION 14(c)
OF THE SECURTIES EXCHANGE ACT OF 1934
AND RULE 14c-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
We are sending you this Information Statement solely for the purpose of informing our stockholders of record as of October 22, 2012 in the manner required under Regulation 14(c) of the Securities Exchange Act of 1934, as amended, of the actions taken by a majority of our stockholders by written consent in lieu of a special meeting. No action is requested or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement has been filed with the U.S. Securities and Exchange Commission (the (“Commission”) and is being furnished to the holders of the outstanding and voting shares of stock of Pana-Minerales S.A., a Nevada corporation (the “Company”, “we”, “our” or “us”). The purpose of this Information Statement is to provide notice that a majority of our stockholders have executed written consents in lieu of a special meeting approving the following item:
1. an amendment to our Articles of Incorporation (the “Certificate of Amendment”) to change our name to “Cortronix Biomedical Advancement Technologies Inc.” (the “Name Change”) A copy of the Certificate of Amendment is attached to this Information Statement as Appendix A; and
The above action is herein after referred to as (the “Amendment”).
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. The approval of the Amendment requires the affirmative vote or written consent of a majority of the voting power of the issued and outstanding shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may properly come before the stockholders. On the Record Date the Company had 287,000,000 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share. On October 16, 2012, our Board of Directors unanimously adopted resolutions approving the Amendment and recommended that our stockholders approve the Amendment substantially as set forth above. Our Board of Directors has determined that the change of our name to Cortronix Biomedical Advancement Technologies Inc. is in the best interest of our stockholders and will more accurately reflect, and allow us to engage in, our new business operations as described in our Current Report on Form 8-K filed on October 15, 2012, and any other acquisitions the Company may undertake in furthering its ongoing business. On the Record Date, the record holders of 175,000,000 shares of our Common Stock, constituting 60.98% of our issued and outstanding Common Stock, the sole class of our voting securities currently issued and outstanding, consented in writing to the Amendment. Accordingly, we have obtained all necessary corporate approvals in connection with the Amendment. We are not seeking written consent from any
other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such actions taken as required by the Exchange Act. As the actions taken by the majority stockholders were by written consent, there will be no security holders meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders. We will, when permissible following the expiration of the 20 day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Amendment with the Nevada Secretary of State’s Office. The Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed to our stockholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
We are authorized to issue up to 800,000,000 shares of Common Stock, par value $0.001 per share. As of October 22, 2012, we had issued a total of 287,000,000 shares of Common Stock.
Each outstanding share of Common Stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. Shareholders do not have preemptive rights to purchase shares in any future issuance of our Common Stock.
The holders of shares of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors.
Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors. As the close of business on the 22nd day of October, 2012, we had a total of 287,000,000 shares of Common Stock outstanding.
DISSENTERS RIGHTS
Under Nevada law, holders of our Common Stock are not entitled to dissenters rights of appraisal with respect to the proposed amendment to our Articles of Incorporation and the adoption of the Amendment.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, since August 31, 2011, being the commencement of our last financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
1. any director or officer of our corporation;
2. any proposed nominee for election as a director of our corporation; and
| 3. | any associate or affiliate of any of the foregoing persons. |
The shareholdings of our directors and officers are listed below in the section entitled "Principal Shareholders and Security Ownership of Management". To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of October 22, 2012 by (i) each person known to us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer and each other executive officer set forth in the Execution Compensation section and (iv) all of our current officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, 8200 N.W. 41st Street, Suite 145B, Doral, FL 33166.
Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them.
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class (1) |
| Common Stock | Yoel Palomino, President, Secretary, Treasurer and Director | 122,500,000 shares held directly | 42.6% |
| Common Stock | Jorge Saer, Chief Technology Officer | 52,500,000 shares held directly | 18.3% |
| Common Stock | All officers and directors as a Group | 175,000,000 common shares held directly | 60.9% |
(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of October 22, 2012 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 287,000,000 shares of common stock outstanding as of October 22, 2012.
The Company does not have any change of control or retirement arrangements with its executive officers.
ACTION NO. 1 NAME CHANGE
AMENDMENT TO OUR ARTICLES OF INCORPORATION
Our current Articles of Incorporation state that the name of the Company is Pana-Minerales S.A.. On October 16, 2012, our Board of Directors unanimously approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, an amendment to our Articles of Incorporation to change our name to Cortronix Biomedical Advancement Technologies Inc. Shareholders holding a majority of 60.98% of our Common Stock approved the Name Change and Certificate of Amendment pursuant to a Written Consent in accordance with NRS 78-390 dated October 22, 2012. The substantive text of the proposed Amendment is attached hereto as Appendix A. The Amendment effecting the Name Change will become effective following filing with the Secretary of State of the State of Nevada, which will occur promptly following the 20th day after the mailing of this Information Statement to our stockholders of record as of the Record Date. The change of our name to Cortronix Biomedical Advancement Technologies Inc. is in the best interests of our stockholders and will more accurately reflect, and allow us to engage in, our new business operations as described in our Current Report on Form 8-K filed on October 15, 2012, and other business operations we may subsequently undertake or acquire.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SECs Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site, www.sec.gov that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
Dated: October 22, 2012
By Order of the Board of Directors
/s/ Yoel Palomino
Yoel Palomino, Chief Executive Officer
APPENDICES
Appendix A- Certificate of Amendment
APPENDIX A
ROSS MILLER
Secretary of State
204 N. Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
| CERTIFICATE OF AMENDMENT | | | |
| (PURSUANT TO NRS 78.385 AND 78.390) | | | |
| | | | |
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICR USE ONLY
| 1.Name of Corporation: |
Pana-Minerales S.A.. |
| 2. The articles have been amended as follows: (provide article numbers, if available) |
| |
| 1. | Name of Corporation: | Cortronix Biomedical Advancement Technologies Inc. |
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
4. Effective date and time of filing: (optional) DATE: TIME:
5. Signature: (required)
X s/s Yoel Palomino
Signature of Officer
| · | If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in additiona to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. |
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit –After |
Revised: 8-31-11
