Attached files
| file | filename |
|---|---|
| EX-32.1 - Hondo Minerals Corp | v200076_ex32-1.htm |
| EX-31.1 - Hondo Minerals Corp | v200076_ex31-1.htm |
| EX-31.2 - Hondo Minerals Corp | v200076_ex31-2.htm |
| EX-32.2 - Hondo Minerals Corp | v200076_ex32-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended July 31, 2010
TYCORE
VENTURES INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
26-1240056
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
1802
North Carson Street, Suite 212
Carson
City, Nevada 89701
(Address
of principal executive offices, zip code)
(775)
887-8853
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year,
if
changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to section 12(g) of the Act:
Common
Stock, $.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files) Yes ¨ No x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
|
(Do not check if a smaller
|
|||
|
reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No ¨
At
January 31, 2010, the last business day of the Registrant’s most recently
completed second fiscal quarter, the aggregate market value of the voting common
stock held by non-affiliates of the Registrant (without admitting that any
person whose shares are not included in such calculation is an affiliate) was
approximately $186,000. At September 27, 2010, there were 6,860,000
shares of the Registrant’s common stock, $0.001 par value per share,
outstanding. At July 31, 2010, the end of the Registrant’s most
recently completed fiscal year, there were 6,860,000 shares of the Registrant’s
common stock, par value $0.001 per share, outstanding.
TYCORE
VENTURES INC.
TABLE
OF CONTENTS
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Page No.
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|||
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PART
I
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|||
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Item 1.
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Business
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3
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Item 1A.
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Risk
Factors
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10
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Item 1B.
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Unresolved
Staff Comments
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10
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Item 2.
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Properties
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10
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Item 3.
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Legal
Proceedings
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10
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Item
4.
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(Removed
and Reserved)
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10
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PART
II
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|||
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Item 5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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11
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Item 6.
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Selected
Financial Data
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11
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Item 7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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11
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Item 7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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13
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Item 8.
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Financial
Statements and Supplementary Data
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13
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Item 9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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24
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Item 9A.
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Controls
and Procedures
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24
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Item 9B.
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Other
Information
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25
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Part
III
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|||
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Item 10.
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Directors,
Executive Officers and Corporate Governance
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25
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Item 11.
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Executive
Compensation
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27
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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28
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Certain
Relationships and Related Transactions, and Director
Independence
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29
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Item 14.
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Principal
Accounting Fees and Services
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29
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Part
IV
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Item 15.
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Exhibits
and Financial Statement Schedules
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29
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Signatures
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30
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2
FORWARD-LOOKING
STATEMENTS
Our
management has included projections and estimates in this Form 10-K, which are
based primarily on management’s experience in the industry, assessments of our
results of operations, discussions and negotiations with third parties and a
review of information filed by our competitors with the SEC or otherwise
publicly available. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. We
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
All
references in this Form 10-K to the ”Company”, “Tycore Ventures Inc.”,
“we”, “us,” or “our” are to Tycore Ventures Inc.
PART
I
|
ITEM 1.
|
BUSINESS
|
On
September 25, 2007, the Company was incorporated under the laws of the State of
Nevada. We are engaged in the business of acquisition, exploration and
development of natural resource properties.
Bob Hart
has served as our President and Chief Executive Officer from September 25, 2007
until the current date. Our board of directors is comprised of two
persons: Mr. Hart and Diane Drapper.
We are
authorized to issue 75,000,000 shares of common stock, par value $.001 per
share. In October 2007 we issued 2,500,000 shares of common stock to each of our
two directors. Said issuances were paid at a purchase price of the par value per
share or a total of $5,000.
IN
GENERAL
We are an
exploration stage company engaged in the acquisition and exploration of mineral
properties. We currently own a 100% undivided interest in the Silver Gem Lode
Claim located in Clark County, State of Nevada, that we call the “Silver Gem
Property.” We are currently conducting mineral exploration activities on
the Silver Gem Property in order to assess whether it contains any commercially
exploitable mineral reserves. Currently there are no known mineral
reserves on the Silver Gem Property.
3
We have
not earned any revenues to date. Our independent auditor has issued an
audit opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. The source of information contained in
this discussion is our geology report prepared by Laurence Sookochoff, P. Eng.,
dated January 31, 2008.
There is
the likelihood of our mineral claim containing little or no economic
mineralization or reserves of silver and other minerals. We are presently in the
exploration stage of our business and we can provide no assurance that any
commercially viable mineral deposits exist on our mineral claims, that we will
discover commercially exploitable levels of mineral resources on our property,
or, if such deposits are discovered, that we will enter into further substantial
exploration programs. Further exploration is required before a final
determination can be made as to whether our mineral claims possess commercially
exploitable mineral deposits. If our claim does not contain any reserves all
funds that we spend on exploration will be lost.
ACQUISITION OF THE SILVER GEM
PROPERTY
In April
28, 2008, we purchased a 100% undivided interest in a mineral claim known as the
Silver Gem Lode Claim for a price of $10,000. The claims are in good standing
until September 1, 2011.
We
engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation report
on the Silver Gem Property. Mr. Sookochoff is a consulting professional
geologist in the Geological Section of the Association of Professional Engineers
and Geoscientists of British Columbia. Mr. Sookochoff attended the University of
British Columbia and holds a Bachelor of Science degree in geology.
The work
completed by Mr. Sookochoff in preparing the geological report consisted of a
review of geological data from previous exploration within the region. The
acquisition of this data involved the research and investigation of historical
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claims.
We
received the geological evaluation report on the Silver Gem Property entitled
“Geological Evaluation Report on the Silver Gem Lode Mining Claim, Sunset Mining
District, Clark County, Nevada, USA” prepared by Mr. Sookochoff on February 13,
2008. The geological report summarizes the results of the history of the
exploration of the mineral claims, the regional and local geology of the mineral
claims and the mineralization and the geological formations identified as a
result of the prior exploration. The geological report also gives conclusions
regarding potential mineralization of the mineral claims and recommends a
further geological exploration program on the mineral claims. The description of
the Silver Gem Property provided below is based on Ms. Sookochoff’s
report.
DESCRIPTION
OF PROPERTY
The
property owned by Tycore Ventures, on which the net proceeds of the offering
will be spent, is the Silver Gem Claim which is comprised of one located mineral
claim. The Silver Gem Lode Claim is located within Township 25S, Range
58E, Sections 33 & 34 in the Sunset Mining District of Clark County
Nevada. Access from Las Vegas, Nevada to the Silver Gem Lode Claim is
southward via Interstate Highway 15 for approximately 31 miles, to within five
miles past Jean, Nevada thence westerly for five miles to within 200 feet of the
northeastern portion of the Silver Gem Lode Claim. The entire distance
from Las Vegas to the Silver Gem Lode Claim is approximately 37
miles.
The claim
was recorded with the Recorder’s Office in Clark County, NV and the Bureau of
Land Management.
4
PHYSIOGRAPHY,
CLIMATE, VEGETATION & WATER
The
Silver Gem Lode Claim is situated in Nevada, at the southern end of the Sheep
Mountain Range, a north-south trending range of mountains with peaks reaching an
elevation of 4,184 feet. The western portion of the claim covers a plateau-like
area with the northeastern portion of descending elevations to a local valley
and road. Elevations within the confines of the Claim are within the range of
300 feet.
The area
is of a typically desert climate and relatively high temperature and low
precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources
of water would be available from valley wells.
PROPERTY
HISTORY
The
Silver Gem Property is situated in the Yellow Pine Mining District, which stems
from 1856, when Mormon missionaries reported ore in the area. In 1857, the
smelting of ore produced approximately 9,000 pounds of lead, and in 1898, a mill
was built south of Goodsprings, near the Silver Gem Property. As a result
of the mill availability, exploration activity led to the discovery of many of
the mines in the area. The completion of the San Pedro, Los Angeles and Salt
Lake railroads in 1905 and recognition of oxidized zinc minerals in the ore in
1906 stimulated development of the mines and the region has been subject to
intermittent activity up to 1964, particularly during the World War I and II
years.
Production
from the mines of the Yellow Pine Mining District from 1902 to 1929 was 477,717
tons. Bullion recovery from 7,656 tons of this ore by amalgamation and
cyanidation was 9,497 ounces of gold and 2,445 ounces of silver. The
concentrator treated 230,452 tons of ore which yielded 58,641 tons of lead-zinc
concentrate and 32,742 tons of lead concentrate. Crude ore shipped to 1929
was 227,952 tons from which recovery amounted to 3,196 ounces gold, 422,379
ounces silver, 3,085,675 pounds copper, 34,655,460 pounds lead and 110,833,051
pounds zinc.
5
Reported
production from the Silver Gem Property workings is included in production from
the mines within the immediate area of the Silver Gem Lode Claim including
Reported production from the Silver Gem workings is included in production from
the mines within the immediate area of the Silver Gem Lode Claim including
production from the Christmas Mine and the Eureka Mine. The three mines reported
production of 532,505 lb lead, 449,886 lb zinc, 16,635 oz silver, 2 oz gold and
195 lb copper.
REGIONAL
GEOLOGY
In the
Yellow Pine district, the Spring Mountain Range in the west, and the Sheep
Mountain Range in the east consist maily of Paleozoic sediments which have
undergone intense folding accompanied by faulting. A series of
Carnoniferous sediments consist largely of siliceous limestones and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone. These strata have a general west to southwest
dip of from 15 to 45 degrees which is occasionally disturbed by local folds.
Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these
strata and is of post-Jurassic age, perhaps Tertiary.
STRATIGRAPHY
The
sedimentary rocks in the district range in age from Upper Cambrian to Recent.
The Paleozoic section includes the Cambrian Bonanza King and Nopah Formations,
the Devonian Sultan, Mississippian Monte Cristo Limestone,
Pennsylvanian/Mississippian Bird Spring Formation and Permina Kaibab Limestone
(Carr, 1987).
The
Mesozoic section is comprised only of the Trissic Moenkopi and Chinle Formations
and an upper Mesozoic unit of uncertain age termed the Lavinia Wash Formation.
The Paleozoic rocks are dominantly carbonates while the Mesozoic units are
continental clastics. Tertiary rocks include gravels and minor volcanic
tuffs.
Only two
varieties of intrusive rocks are known in the district. The most abundant is
granite porphyry which forms three large sill-like masses (Hewett, 1931). The
sills generally lie near major thrust faults and are thought to have been
emplaced along breccia zones at the base of the upper plate of the thrust fault.
Locally, small dikes of basaltic composition and uncertain age have been
enountered in some of the mine workings.
STRUCTURE
The
region reveals an amazing record of folding, thrust faulting and normal
faultings. Folding began in the early Jurassic, resulting in broad flexures in
the more massive units and tight folds in the thinly bedded rocks. The thrust
faults in the district are part of a belt of thrust faulted rocks, the Foreland
Fold and Thrust Belt that stretches from southern Canada to southern California.
Deformation within this belt began in the Jurassic and continued until
Cretaceous time. Within the Goodsprings District thrust faulting appears to
post-date much of the folding, but despite intensive study the actual age of
thrusting continues to be the subject of contentious debate. Three major thrusts
have been mapped; from west to east, the Green Monster, Keystone and Contact
thrusts.
Of these,
the Keystone is the most persistent along strike having been mapped for a
distance of over 50 kilometers. The stratigraphic relationships along the
Keystone fault are similar to those for all the major thrusts in the area. The
Cambrian Bonanza King Formation has been thrust eastward over younter Paleozoic
rocks.
6
PROPERTY
GEOLOGY
The
Silver Gem Lode Claim covers some former exploratory workings which explored
mineralization hosted by a breccia zone parallel to bedding in the Bird Spring
Formation.
REGIONAL
MINERALIZATION
ORE
MINERALOGY AND ALTERATION
It is
reported (Albritton, 1954) that ore deposits in the Goodsprings (Yellow Pine)
district can at best be characterized as enigmtic. They appear to fall into two
distinct types, which may or may not be related, gold-copper deposits and
lead-zinc deposits. Gold-copper deposits are clearly related to sill-like masses
of granite porphyry. All existing mines worked the contact between the intrusive
and surrounding sedimentary rock. Gold occurred in both the instrusive and the
carbonate wall rocks. It appears any carbonate unit was a suitable
host.
The
lead-zinc deposits are often distant from the intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits are
restricted to the Monte Cristo Formation.
7
Mineralogy
of gold-copper deposits consists of native gold, pyrite, limonite, cinnabar,
malachite, azurite and chrysocolla. Lead-zinc deposits are comprised of
hydrozincite, calamine, smithsonite, cerrusite, anglesite, galena and iron
oxides. The rather unusual mineralogy of the district is due to the great depth
of surface oxidation; exceeding 600 feet.
ORE
MINERALOGY AND ALTERATION
Typical
sulfides such as chalcopyrite, sphalerite and pyrite have been partially or
completely altered to more stable hydrated carbonates and sulfates. Only the
highly insoluble lead sulfide, galena has successfully resisted surface
oxidation.
Primary
alteration is difficult to characterize due to the supergene overprint, but
again appears to differ for gold-copper deposits and lead-zinc deposits.
Gold-copper ores have been extensively sericitized and kaolinized, alterning the
host pluton to a rock that can be mined through simple excavation with little or
no blasting. The rock is so thoroughly altered it decrepitates on exposure to
the atmosphere. On the other hand, lead-zinc deposits appear to be characterized
by dolomization and minor silicification.
PROPERTY
MINERALIZATION
The
workings on the Silver Gem Lode Claim reveal silver/lead/zinc mineralization
with vanadinite and cuprodescloizite in a limesone breccia zone parallel to
bedding in the Bird Spring Formation. Gold is also reported.
PRESENT
PROPERTY CONDITION AND PERMITTING REQUIREMENTS
The
Silver Gem Property has no plant and equipment, infrastructure or other
facilities, and there is currently no exploration of the Silver Gem
Property. We have incurred $84,440 in operating costs, which sum includes
$3,957 of exploration expenditures, as at July 31, 2010. We expect to
incur $94,000 of exploration costs to complete Phases 1, 2 and 3 of our Plan of
Operation, with Phase 3 being Positive areas of the Silver Gem Claim being
diamond drill tested. There is no source of power or water on the Silver
Gem Property that can be utilized.
A yearly
maintenance fee of $125.00 is required to be paid to the Bureau of Land
Management prior to the expiry date to keep the claim in good standing for an
additional year. No other permits are required for us to perform the
exploration activities on the Silver Gem Property.
8
CONDITIONS
TO RETAIN TITLE TO THE CLAIM
State and
Federal regulations require a yearly maintenance fee to keep the claim in good
standing. In accordance with Federal regulations, the Silver Gem Lode Claim is
in good standing to September 1, 2011. A yearly maintenance fee of $125.00
is required to be paid to the Bureau of Land Management prior to the expiry date
to keep the claim in good standing for an additional year.
COMPETITIVE
CONDITIONS
The
mineral exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals. We are a
very early stage mineral exploration company and a very small participant in the
mineral exploration business. Being a junior mineral exploration company, we
compete with other companies like ours for financing and joint venture partners.
Additionally, we compete for resources such as professional geologists, camp
staff, helicopters and mineral exploration supplies.
9
GOVERNMENT
APPROVALS AND RECOMMENDATIONS
We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in USA
generally, and in Nevada specifically.
COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We
currently have no costs to comply with environmental laws concerning our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our initial programs do not require any reclamation or remediation other
than minor clean up and removal of supplies because of minimal disturbance to
the ground. The amount of these costs is not known at this time as we do not
know the extent of the exploration program we will undertake, beyond completion
of the recommended three phases described above. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on our
earnings or competitive position in the event a potentially economic deposit is
discovered.
EMPLOYEES
We
currently have no employees. We intend to retain the services of geologists,
prospectors and consultants on a contract basis to conduct the exploration
programs on our mineral claims and to assist with regulatory compliance and
preparation of financial statements.
OUR
EXECUTIVE OFFICES
Our
executive offices are located at 1802 North Carson Street, Suite 212, Carson
City, Nevada 89701
|
ITEM 1A.
|
RISK
FACTORS
|
As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.
|
ITEM 1B.
|
UNRESOLVED STAFF
COMMENTS
|
None.
|
ITEM 2.
|
PROPERTIES
|
Our
current business address is 1802 North Carson Street, Suite 212, Carson City,
Nevada 8970. Our telephone number is (775) 887-8853.
We
believe that this space is adequate for our current needs.
|
ITEM 3.
|
LEGAL
PROCEEDINGS
|
We are
not currently involved in any legal proceedings and we are not aware of any
pending or potential legal actions.
ITEM
4. (REMOVED AND RESERVED).
10
PART
II
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS MARKET
INFORMATION
|
Since
March 2010, shares of our common stock have been quoted on the Over-the-Counter
Electronic Bulletin Board (“OTC Bulletin Board”) under the stock symbol
“TYCV.” Our shares of common stock, however, cannot trade through
the facilities of the OTC Bulletin Board because our common stock is not DTC
eligible. The following table shows the reported high and low prices per
share for our common stock based on information provided by the OTCBB
(http://www.otcbb.com/). The over-the-counter market quotations set forth
for our common stock reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions.
|
BID PRICE PER SHARE
|
||||||||
|
HIGH
|
LOW
|
|||||||
|
Three
Months Ended April 30, 2010
|
$
|
0.00
|
$
|
0.00
|
||||
|
Three
Months Ended July 31, 2010
|
$
|
0.00
|
$
|
0.00
|
||||
HOLDERS
As of the
date of this report, there were approximately 41 holders of record of our common
stock.
DIVIDENDS
Historically,
we have not paid any dividends to the holders of our common stock and we do not
expect to pay any such dividends in the foreseeable future as we expect to
retain our future earnings for use in the operation and expansion of our
business.
RECENT
SALES OF UNREGISTERED SECURITIES
None.
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have
not established any compensation plans under which equity securities are
authorized for issuance.
PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
We did
not purchase any of our shares of common stock or other securities during the
year ended July 31, 2010.
|
ITEM 6.
|
SELECTED FINANCIAL
DATA
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
RESULTS
OF OPERATIONS
We have
generated no revenues since inception and have incurred $84,440 in expenses from
inception through July 31, 2010. These expenses were comprised of $3,957
in exploration costs, $33,000 in management fees and $47,483 in general and
administrative costs. We incurred expenses of $59,769 and $12,644 for the
years ended July 31, 2010 and 2009, respectively. Our net loss since
inception (September 25, 2007) through July 31, 2010 was $83,971. The
following table provides selected financial data about our company for the years
ended July 31, 2010 and 2009.
|
Balance Sheet Data
|
July 31, 2010
|
July 31, 2009
|
||||||
|
Cash
and Cash Equivalents
|
$ | 248 | $ | 35,298 | ||||
|
Total
Assets
|
$ | 7,248 | $ | 42,298 | ||||
|
Total
Liabilities
|
$ | 12,719 | $ | -0- | ||||
|
Shareholders’
Equity (Deficit)
|
$ | (5,471 | ) | $ | 42,298 | |||
GOING
CONCERN
Tycore
Ventures Inc. is an exploration stage company and currently has no operations.
Our independent auditor has issued an audit opinion for Tycore Ventures which
includes a statement raising substantial doubt as to our ability to continue as
a going concern.
LIQUIDITY
AND CAPITAL RESOURCES
Our cash
balance at July 31, 2010 was $248 with $12,719 outstanding liabilities. Total
expenditures over the next 12 months are expected to be approximately
$35,000. If we experience a shortage of funds prior to generating revenues
from operations we may utilize funds from our directors, who have informally
agreed to advance funds to allow us to pay for operating costs, however they
have no formal commitment, arrangement or legal obligation to advance or loan
funds to us. Management believes our current cash balance will not be
sufficient to fund our operations for the next twelve months.
PLAN
OF OPERATION
Our plan
of operation for the twelve months is to complete the first and second phases of
the three phased exploration program on our claim. In addition to the
$19,000 we anticipate spending for the first two phases of the exploration
program as outlined below, we anticipate spending an additional $16,000 on
general and administration expenses including fees payable in connection with
complying with reporting obligations, and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$35,000. If we experience a shortage of funds prior to funding we may
utilize funds from our directors, however they have no formal commitment,
arrangement or legal obligation to advance or loan funds to the
company.
Phase 1:
Localized soil surveys, trenching and sampling over known and indicated
mineralized zones.
Phase 2:
VLF-EM and magnetometer surveys.
Phase 3:
Positive areas will need to be diamond drill tested. The amount of drilling will
depend on the success of phase 1 and 2.
BUDGET
|
$
|
||||
|
Phase
1
|
7,000
|
|||
|
Phase
2
|
12,000
|
|||
|
Phase
3
|
75,000
|
|||
|
Total
|
94,000
|
|||
We plan
to commence Phase 1 of the exploration program on the claim in winter 2011. We
expect this phase to take two weeks to complete and an additional one to two
months for the geologist to prepare his report.
12
The above
program costs are management’s estimates based upon the recommendations of the
professional geologist’s report and the actual project costs may exceed our
estimates. To date, we have not commenced exploration.
Following
phase one of the exploration program, if it proves successful in identifying
mineral deposits, we intend to proceed with phase two of our exploration
program. Subject to the results of phase 1, we anticipate commencing with phase
2 in spring 2011. We will require additional funding to proceed with phase
3 work on the claim; we have no current plans on how to raise the additional
funding. We cannot provide any assurance that we will be able to raise
sufficient funds to proceed with any work after the first two phases of the
exploration program.
OFF-BALANCE
SHEET ARRANGEMENTS
We have
no off-balance sheet arrangements.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET
RISK
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS
|
TYCORE
VENTURES INC.
INDEX
TO FINANCIAL STATEMENTS
|
Financial Statements
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
14
|
|
|
Balance
Sheets as of July 31, 2010 and July 31, 2009.
|
15
|
|
|
Statements
of Operations for the years ended July 31, 2010 and 2009, and for the
period from September 25, 2007 to July 31, 2010.
|
16
|
|
|
Statements
of Stockholders’ Equity for the years ended July 31, 2010 and
2009.
|
17
|
|
|
Statements
of Cash Flows for the years ended July 31, 2010 and 2009, and the period
from September 25, 2007 (Inception) through July 31, 2010.
|
18
|
|
|
Notes
to Financial Statements (unaudited).
|
19
|
13
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Tycore
Ventures Inc.
(An
exploration stage company)
Carson
City, Nevada
We have
audited the accompanying balance sheets of Tycore Ventures Inc. (the “Company”)
as of July 31, 2010 and 2009, and the related statements of operations,
stockholders’ equity (deficit), and cash flows for the years then ended, and for
the period from September 25, 2007 (inception) through July 31, 2010. 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 audits.
We
conducted our audits in accordance with the 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. 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 effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.
An audit also 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
audits provide 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 Tycore Ventures Inc. as of July 31,
2010 and 2009, and the results of its operations and its cash flows for the
years then ended and for the period from September 25, 2007 (inception) through
July 31, 2010, in conformity with accounting principles generally accepted in
the United States of America.
As
discussed in Note 1 to the financial statements, the Company’s absence of
revenues, recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2011 raise substantial doubt
about its ability to continue as a going concern. The 2010 financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ LBB
& Associates Ltd., LLP
LBB &
Associates Ltd., LLP
Houston,
Texas
October
25, 2010
14
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Balance
Sheets
|
July 31, 2010
|
July 31, 2009
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 248 | $ | 35,298 | ||||
|
Total
current assets
|
248 | 35,298 | ||||||
|
Other
Assets
|
||||||||
|
Mining
claim
|
7,000 | 7,000 | ||||||
|
TOTAL
ASSETS
|
$ | 7,248 | $ | 42,298 | ||||
|
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Liabilities
|
||||||||
|
Accounts
payable
|
$ | 5,369 | $ | - | ||||
|
Loan
from shareholder
|
7,350 | - | ||||||
|
TOTAL
LIABILITIES
|
12,719 | - | ||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
|
75,000,000
common shares at par value of $0.001 authorized; 6,860,000 shares issued
and outstanding at July 31, 2010 and July 31, 2009,
respectively
|
6,860 | 6,860 | ||||||
|
Additional
paid-in capital
|
71,640 | 59,640 | ||||||
|
Deficit
accumulated during exploration stage
|
(83,971 | ) | (24,202 | ) | ||||
|
TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
|
(5,471 | ) | 42,298 | |||||
|
TOTAL
LIABILITITES & STOCKHOLDERS'
EQUITY (DEFICIT)
|
$ | 7,248 | $ | 42,298 | ||||
See
Notes to Financial Statements
15
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Statements
of Operations
|
September 25, 2007
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Year Ended
|
Year Ended
|
Through
|
||||||||||
|
July 31, 2010
|
July 31, 2009
|
July 31, 2010
|
||||||||||
|
Operating
Costs
|
||||||||||||
|
Exploration
expenditures
|
$ | 337 | $ | 620 | $ | 3,957 | ||||||
|
Management
Fees
|
12,000 | 12,000 | 33,000 | |||||||||
|
General
& Administative
|
47,432 | 24 | 47,483 | |||||||||
|
Total
Operating Costs
|
59,769 | 12,644 | 84,440 | |||||||||
|
Interest
Income
|
- | 469 | 469 | |||||||||
|
Net
Loss
|
$ | (59,769 | ) | $ | (12,175 | ) | $ | (83,971 | ) | |||
|
Basic
earnings per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
|
Weighted
average number of common shares outstanding
|
6,860,000 | 6,573,260 | ||||||||||
See
Notes to Financial Statements
16
Tycore
Ventures Inc.
(An
Exploration Stage Company)
Statements
of Stockholder's Equity (Deficit)
|
Deficit
|
||||||||||||||||||||
|
Common
|
Accumulated
|
|||||||||||||||||||
|
Common
|
Stock
|
Additional
|
During
|
|||||||||||||||||
|
Stock
|
Amount
|
Paid-in Capital
|
Exploration Stage
|
Total
|
||||||||||||||||
|
Balance, September
25, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Stock
issued to founders for cash
|
5,000,000 | 5,000 | - | - | 5,000 | |||||||||||||||
|
Stock
issued for cash
|
1,540,000 | 1,540 | 15,460 | 17,000 | ||||||||||||||||
|
Donated
services
|
- | - | 9,000 | - | 9,000 | |||||||||||||||
|
Net loss
|
- | - | - | (12,027 | ) | (12,027 | ) | |||||||||||||
|
Balance,
July 31, 2008
|
6,540,000 | 6,540 | 24,460 | (12,027 | ) | 18,973 | ||||||||||||||
|
Stock
issued for cash
|
320,000 | 320 | 23,180 | - | 23,500 | |||||||||||||||
|
Donated
services
|
- | - | 12,000 | - | 12,000 | |||||||||||||||
|
Net loss
|
- | - | - | (12,175 | ) | (12,175 | ) | |||||||||||||
|
Balance,
July 31, 2009
|
6,860,000 | 6,860 | 59,640 | (24,202 | ) | 42,298 | ||||||||||||||
|
Donated
Services
|
- | - | 12,000 | - | 12,000 | |||||||||||||||
|
Net loss
|
- | - | - | (59,769 | ) | (59,769 | ) | |||||||||||||
|
Balance, July 31, 2010
|
6,860,000 | 6,860 | 71,640 | (83,971 | ) | (5,471 | ) | |||||||||||||
See Notes
to Financial Statements
17
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Statements
of Cash Flows
|
September 25, 2007
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Year Ended
|
Year Ended
|
Through
|
||||||||||
|
July 31, 2010
|
July 31, 2009
|
July 31, 2010
|
||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (59,769 | ) | $ | (12,175 | ) | (83,971 | ) | ||||
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||||||
|
Donated
services
|
12,000 | 12,000 | 33,000 | |||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Accounts
payable
|
5,369 | - | 5,369 | |||||||||
|
Net
cash provided by (used in) operating activities
|
(42,400 | ) | (175 | ) | (45,602 | ) | ||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
|
Acquisition
of mining claim
|
- | - | (7,000 | ) | ||||||||
|
Net
cash used in investing activities
|
- | - | (7,000 | ) | ||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
|
Proceeds
from shareholder loans
|
7,350 | - | 7,350 | |||||||||
|
Issuance
of common stock for cash
|
- | 23,500 | 45,500 | |||||||||
|
Net
cash provided by financing activities
|
7,350 | 23,500 | 52,850 | |||||||||
|
Net
change in cash
|
(35,050 | ) | 23,325 | 248 | ||||||||
|
Cash
and cash equivalents at beginning of period
|
35,298 | 11,973 | - | |||||||||
|
|
||||||||||||
|
Cash
and cash equivalents at end of period
|
$ | 248 | $ | 35,298 | $ | 248 | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
|
||||||||||||
|
Cash
paid during year for :
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
See
Notes to Financial Statements
18
|
TYCORE
VENTURES INC.
NOTES
TO FINANCIAL STATEMENTS
(An
Exploration Stage Company)
Period
from September 25, 2007 (Inception) through July 31,
2010
|
1.
NATURE OF OPERATIONS
Tycore Ventures Inc. (“The
Company”) was incorporated in the State of Nevada on September 25, 2007 to
engage in the acquisition, exploration and development of natural resource
properties. The Company is in the exploration stage with no revenues and
limited operating history.
These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future. The Company
anticipates future losses in the development of its business raising doubt about
the Company’s ability to continue as a going concern. The ability to continue as
a going concern is dependent upon the Company generating profitable operations
in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand, loans from directors and/or issuance of common
shares.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company’s year end is July 31.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with original maturity of three
months or less to be cash equivalents.
Use of Estimates and
Assumptions
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 amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
Foreign Currency
Translation
The
financial statements are presented in United States dollars. In accordance with
ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.
Exploration Stage
Company
The
Company complies with Financial Accounting Standards Codification (“ASC”) 915
and Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as an exploration stage enterprise.
19
|
TYCORE
VENTURES INC.
|
|
NOTES
TO FINANCIAL STATEMENTS
|
|
(An
Exploration Stage Company)
|
|
Period from September 25, 2007 (Inception) through
July 31, 2010
|
Mineral
Interests
The
Company’s management has considered the conditions outlined in ASC 360,
“Property, Plant and Equipment,” and has concluded no impairment of the $7,000
mining claim acquisition costs on the Property has taken place for the year
ended July 31, 2010.
Fair Value of Financial
Instrument
The
Company’s financial instruments consisted of cash and accounts payable. Unless
otherwise noted, it is management’s opinion the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments. Because of the short maturity of such assets and
liabilities the fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
Income
Taxes
The
Company follows the accrual method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences). The effect on the deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. At July 31, 2010, a full
deferred tax asset valuation allowance has been provided and no deferred tax
asset has been recorded.
Basic and Diluted Net Income
(Loss) per Share
The
Company computes net income (loss) per share in accordance with ASC 260,
“Earnings per Share” which requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential common shares if their effect is anti-dilutive.
20
|
TYCORE
VENTURES INC.
|
|
NOTES
TO FINANCIAL STATEMENTS
|
|
(An
Exploration Stage Company)
|
|
Period
from September 25, 2007 (Inception) through July 31,
2010
|
Recent Accounting
Pronouncements
In
February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, SUBSEQUENT EVENTS (“ASC 855”). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and become effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company’s financial statements.
In
January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES (“ASC 820”).
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and become effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company’s financial
statements.
In
September 2009, we adopted the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting
Principles.” ASC 105 establishes the FASB Accounting Standards Codification™
(“Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with GAAP for SEC registrants. All guidance
contained in the Codification carries an equal level of authority. The
Codification supersedes all existing non-SEC accounting and reporting standards.
The FASB will now issue new standards in the form of Accounting Standards
Updates (“ASUs”).
The FASB
will not consider ASUs as authoritative in their own right. ASUs will serve only
to update the Codification, provide background information about the guidance
and provide the bases for conclusions on the changes in the Codification.
References made to FASB guidance have been updated for the Codification
throughout this document.
The
Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company’s results of
operations, financial position or cash flow.
As new
accounting pronouncements are issued, the Company will adopt those that are
applicable under the circumstances.
|
3. RELATED
PARTY
|
The
President of the Company provides management fees and office premises to the
Company at no charge. The donated services are valued at $1,000 per month for
the management fees. A total of $33,000 for donated management fees were charged
to operating expenses and recorded as donated capital (Additional Paid in
Capital) for the period from inception through July 31, 2010.
Through
July 31, 2010, the President of the Company has loaned $7,350 in cash to assist
the Company in covering their expenses. The loan carries an 8%
interest which through, July 31, 2010, amounts to $759. This amount
has been booked to general and administrative expenses.
21
|
TYCORE
VENTURES INC.
|
|
NOTES
TO FINANCIAL STATEMENTS
|
|
(An
Exploration Stage Company)
|
|
Period from September 25, 2007 (Inception) through
July 31, 2010
|
|
4. COMMON
SHARES
|
|
a)
|
In
October 2007 the Company issued 2,500,000 common shares of the Company to
each of two Directors at $0.001 per share for cash proceeds of
$5,000.
|
|
b)
|
In
November 2007 the Company issued 1,500,000 common shares of the Company at
$0.01 per share for cash proceeds of
$15,000.
|
|
c)
|
In
June 2008 the Company issued 40,000 common shares of the Company at $0.05
per share for cash proceeds of
$2,000.
|
|
d)
|
In
November 2008, the Company authorized for issue 20,000 common shares of
the Company at $0.05 per share for cash proceeds of
$1,000.
|
|
e)
|
In
July 2009 the Company authorized for issue 150,000 common shares of the
Company at $0.05 per share for cash proceeds of
$7,500.
|
|
f)
|
In
July 2009, the Company authorized for 150,000 common shares of the Company
at $.10 per share for cash proceeds of
$15,000.
|
At July
31, 2010 there are total of 6,860,000 shares of the Company’s common shares
issued and outstanding.
22
|
TYCORE
VENTURES INC.
|
|
NOTES
TO FINANCIAL STATEMENTS
|
|
(An
Exploration Stage Company)
|
|
Period from September 25, 2007 (Inception) through
July 31, 2010
|
6. INCOME
TAXES
The
Company follows ASC 740. Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carry-forwards. No net provision for refundable Federal
income tax has been made in the accompanying statement of loss because no
recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carry-forward has been recognized, as it
is not deemed likely to be realized.
The
provision for refundable federal income tax consists of the following for the
periods ending:
|
July
31, 2009
|
July
31, 2010
|
|||||||
|
Federal
income tax benefit attributed to:
|
||||||||
|
Net
operating loss
|
20,321 | 4,140 | ||||||
|
Valuation
allowance
|
(20,321 | ) | (4,140 | ) | ||||
|
Net
benefit
|
- | - | ||||||
|
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
July
31, 2009
|
July
31, 2010
|
||||||
|
Deferred
tax attributed:
|
||||||||
|
Net
operating loss carryover
|
28,550 | 8,229 | ||||||
|
Less:
change in valuation allowance
|
(28,550 | ) | (8,229 | ) | ||||
|
Net
deferred tax asset
|
- | - | ||||||
At July
31, 2010, the Company had an unused net operating loss carry-forward
approximating $84,000 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2029.
23
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL
DISCLOSURE
|
None.
|
ITEM 9A.
|
CONTROLS AND
PROCEDURES
|
DISCLOSURE
CONTROLS AND PROCEDURES
Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we are
responsible for conducting an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the fiscal year covered by this report. Disclosure controls and
procedures means that the material information required to be included in our
Securities and Exchange Commission (“SEC”) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries, and was made
known to us by others within those entities, particularly during the period when
this report was being prepared. Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were not effective as of July
31, 2010.
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The internal
control process has been designed, under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America.
Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of July 31, 2010, including (i) the control
environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring. Based on this assessment,
management has determined that the Company’s internal control over financial
reporting as of July 31, 2010 was not effective for the reasons described
herein.
Management
believes that the material weakness set forth above did not have an effect on
our financial results.
Our
internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide
reasonable assurances that: (1) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States; (2) receipts and expenditures are being
made only in accordance with authorizations of management and the directors of
the Company; and (3) unauthorized acquisitions, use, or disposition of the
Company’s assets that could have a material effect on the Company’s financial
statements are prevented or timely detected.
All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparations and presentations. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
24
In
connection with the preparation of this Annual Report on Form 10-K for the year
ended July 31, 2010, management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
internal controls over financial reporting, pursuant to Rule 13a-15 under the
Exchange Act based on the framework in Internal Control – Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Our President and Chief Executive Officer, who is also our
principal financial and accounting officer, has concluded that the design and
operation of our internal controls and procedures were not effective as of July
31, 2010, for the following reasons:
|
|
(i)
|
Insufficient
Resources: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and
accounting;
|
|
|
(ii)
|
Inadequate
Segregation of Duties: We have an inadequate number of personnel to
properly implement control procedures;
and
|
|
|
(iii)
|
Lack of Audit Committee
& Outside Directors on The Company’s Board of Directors: We
do not have a functioning audit committee or outside directors on our
board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and
procedures
|
Management
is committed to improving its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the
future.
This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the company to provide on management’s report on this annual
report.
There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended July 31, 2010 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
|
ITEM 9B.
|
OTHER
INFORMATION.
|
None.
PART
III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
|
Our
executive officer’s and director’s and their respective age’s as of July 31,
2010 are as follows:
|
Name
|
Age
|
Positions and Offices
|
||
|
Mr.
Bob Hart
|
60
|
President,
Chief Executive Officer, Treasurer and Director
|
||
|
Ms.
Diane Drapper
|
56
|
Secretary
&
Director
|
25
The
directors named above will serve until the next annual meeting of the
stockholders or until their respective resignation or removal from office.
Thereafter, directors are anticipated to be elected for one-year terms at the
annual stockholders’ meeting. Officers will hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exists or is contemplated.
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
BOB
HART
Mr. Hart has been our President, Chief
Executive Officer and Director since September 25, 2007. Mr. Hart has
been a member of the Regina School Board since 2006. From January
1995 until January 2006, Mr. Hart was employed as the hockey coach for the City
of Regina, in the Province of Saskatchewan Canada. In 1977, Mr. Hart
earned his Bachelor of Commerce Degree from Ryerson University,
Canada. These
experiences, qualifications and attributes have led to our conclusion that Mr.
Hart should be serving as a member of our Board of Directors in light of our
business and structure.
DIANE
DRAPPER
Ms.
Drapper has been our Secretary, Chief Financial Officer and Director since
incorporation. Ms. Drapper has been a Human Relations Officer for
Telus Canada, since 1998. Ms. Drapper earned her Masters Degree of
Education from Windsor, Canada, in 1975. These experiences,
qualifications and attributes have led to our conclusion that Ms. Drapper should
be serving as a member of our Board of Directors in light of our business and
structure.
TERM
OF OFFICE
All
directors hold office until the next annual meeting of the stockholders of the
Company and until their successors have been duly elected and
qualified. The Company’s Bylaws provide that the Board of Directors
will consist of no less than three members. Officers are elected by
and serve at the discretion of the Board of Directors.
DIRECTOR
INDEPENDENCE
Our board
of directors is currently composed of two members, neither of whom qualifies as
an independent director in accordance with the published listing requirements of
the NASDAQ Global Market. The NASDAQ independence definition includes a series
of objective tests, such as that the director is not, and has not been for at
least three years, one of our employees and that neither the director, nor any
of his family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as
to each director that no relationships exist which, in the opinion of our board
of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s
business and personal activities and relationships as they may relate to us and
our management.
CERTAIN
LEGAL PROCEEDINGS
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
SIGNIFICANT EMPLOYEES AND
CONSULTANTS
26
AUDIT
COMMITTEE AND CONFLICTS OF INTEREST
Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board of Directors established a nominating committee. The Board is of the
opinion that such committees are not necessary since the Company is an early
exploration stage company and has only two directors, and to date, such
directors have been performing the functions of such committees. Thus, there is
a potential conflict of interest in that our directors and officers have the
authority to determine issues concerning management compensation, nominations,
and audit issues that may affect management decisions.
There are
no family relationships among our directors or officers. Other than as described
above, we are not aware of any other conflicts of interest with any of our
executive officers or directors.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities, file reports of ownership and changes in ownership with
the SEC. Executive officers, directors and greater-than-ten percent
stockholders are required by SEC regulations to furnish us with all Section
16(a) forms they file. Based on our review of filings made on the SEC
website, and the fact of us not receiving certain forms or written
representations from certain reporting persons that they have complied with the
relevant filing requirements, we believe that, during the year ended July 31,
2010, none of our executive officers, directors and greater-than-ten percent
stockholders complied with all Section 16(a) filing requirements.
CODE
OF ETHICS
The
Company has not adopted a code of ethics that applies to its principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The Company has
not adopted a code of ethics because it has only commenced
operations.
|
EXECUTIVE
COMPENSATION
|
The
following tables set forth certain information about compensation paid, earned
or accrued for services by our Chief Executive Officer and all other executive
officers (collectively, the “Named Executive Officers”) in the fiscal years
ended July 31, 2010 and 2009:
SUMMARY
COMPENSATION TABLE
The table
below summarizes all compensation awarded to, earned by, or paid to our Officers
for all services rendered in all capacities to us for the fiscal periods
indicated.
|
Non-Equity
|
||||||||||||||||||||||||||||||||||
|
Name and
|
Incentive
|
Nonqualified
|
||||||||||||||||||||||||||||||||
|
Principal
|
Stock
|
Option
|
Plan
|
Deferred
|
All Other
|
|||||||||||||||||||||||||||||
|
Position
|
Year
|
Salary($)
|
Bonus($)
|
Awards($)
|
Awards($)
|
Compensation($)
|
Compensation($)
|
Compensation($)
|
Total($)
|
|||||||||||||||||||||||||
|
Bob
Hart (1)
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
|
Diane
Drapper (2)
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
(1)
President and Chief Executive Officer, Treasurer and Director. While the Company
has an agreement with Mr. Hart to pay him $1,000 per month to act as President
of the Company, Mr. Hart has assigned the right to receive such compensation
back to the Company every month. Mr. Hart has agreed with the Company that he
will continue to assign such right to payment until the Company closes on an
equity or a debt financing of not less than $100,000.
(2) Chief
Financial Officer, Secretary and Director.
27
None of
our directors have received monetary compensation since our inception to the
date of this prospectus. We currently do not pay any compensation to our
directors serving on our board of directors.
We have
not granted any stock options to the executive officers since our inception.
Upon the further development of our business, we will likely grant options to
directors and officers consistent with industry standards for junior mineral
exploration companies.
EMPLOYMENT
AGREEMENTS
Pursuant
to a letter agreement, dated November 19, 2009, (i) the Company is obligated to
pay Bob Hart, the Company’s President and Chief Executive Officer, and a
Director, for a term of two years, $1,000 per month, as consideration for Mr.
Hart serving and performing his duties as President of the Company, and
(ii) Hart shall assign his right to such compensation of $1,000 per
month to the Company, until such time as the Company closes on an equity or debt
financing of not less than $100,000.
DIRECTOR
COMPENSATION
The
following table sets forth director compensation as of December 8,
2009:
|
Fees
|
Non-Equity
|
Nonqualified
|
||||||||||||||||||||||||||
|
Earned
|
Incentive
|
Deferred
|
||||||||||||||||||||||||||
|
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||
|
Name
|
Cash($)
|
Awards($)
|
Awards($)
|
Compensation($)
|
Earnings($)
|
Compensation($)
|
Total($)
|
|||||||||||||||||||||
|
Bob
Hart
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||
|
Diane
Drapper
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
The
following table lists, as of July 31, 2010, the number of shares of common stock
of our Company that are beneficially owned by (i) each person or entity known to
our Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal shareholders and management is based upon information
furnished by each person using “beneficial ownership” concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
The
percentages below are calculated based on 6,860,000 shares of our common stock
issued and outstanding as of July 31, 2010. We do not have any
outstanding warrant, options or other securities exercisable for or convertible
into shares of our common stock.
28
|
Name and Address
|
Number of Shares
|
|||||||||
|
Title of Class
|
of Beneficial Owner (1)
|
Owned Beneficially
|
Percent of Class Owned
|
|||||||
|
Common
Stock:
|
Mr.
Bob Hart, President, President, Chief
|
2,500,000
|
36.4
|
%
|
||||||
|
Executive
Officer, Treasurer and Director
|
||||||||||
|
Common
Stock:
|
Ms.
Diane Drapper,
|
2,500,000
|
36.4
|
%
|
||||||
|
Chief
Financial Officer, Secretary and Director
|
||||||||||
|
All
executive officers and directors as a group (2 persons)
|
5,000,000
|
72.8
|
%
|
|||||||
(1)
Unless otherwise noted, the address of each person or entity listed is, c/o
Tycore Ventures Inc., 1802 North Carson Street, Suite 212, Carson City, Nevada
89701.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
|
Pursuant
to a letter agreement, dated November 19, 2009, (i) the Company is obligated to
pay Bob Hart, the Company’s President and Chief Executive Officer, and a
Director, for a term of two years, $1,000 per month, as consideration for Mr.
Hart serving and performing his duties as President of the Company, and
(ii) Hart shall assign his right to such compensation of $1,000 per
month to the Company, until such time as the Company closes on an equity or debt
financing of not less than $100,000.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND
SERVICES
|
For the
year ended July 31, 2010 and 2009, the total fees charged to the company for
audit services, including quarterly reviews were $6,120 and $6,940, for
audit-related services were $750 and $0 and for tax services and other services
were $0 and $0, respectively.
PART
IV
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULE
|
(a) The
following Exhibits, as required by Item 601 of Regulation SK, are attached or
incorporated by reference, as stated below.
|
Number
|
Description
|
|
|
3.1
|
Articles
of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
*
Incorporated by reference to the Registrant’s Form S-1 (file no. 333-161868),
filed with the Commission on September 11, 2009.
29
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
TYCORE
VENTURES INC.
|
||||
|
(Name
of Registrant)
|
||||
|
Date: October
27, 2010
|
By:
|
/s/ Bob
Hart
|
||
|
Name:
|
Bob
Hart
|
|||
|
Title:
|
President, Chief
Executive Officer, Treasurer and
Director
|
|||
30
EXHIBIT
INDEX
|
Number
|
Description
|
|
|
3.1
|
Articles
of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
*
Incorporated by reference to the Registrant’s Form S-1 (file no. 333-161868),
filed with the Commission on September 11, 2009.
31