Attached files
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EX-10.2 - Hondo Minerals Corp | v167230_ex10-2.htm |
EX-23.2 - Hondo Minerals Corp | v167230_ex23-2.htm |
As
filed with the Securities and Exchange Commission on November 23,
2009
Registration
No. 333-161868
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT
NO. 2
TO
FORM
S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TYCORE
VENTURES INC
(Exact
name of registrant as specified in its charter)
Nevada
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1000
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26-1240056
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(IRS
Employer
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||
Incorporation
or Organization)
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Classification
Number)
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Identification
Number)
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1802
North Carson Street, Suite 212
Carson
City, Nevada 89701
775-887-8853
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Bob
Hart
President
and Chief Executive Officer
Tycore
Ventures Inc.
1802
North Carson Street, Suite 212
Carson
City, Nevada 89701
775-887-8853
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Thomas E.
Puzzo, Esq.
Law
Offices of Thomas E. Puzzo, PLLC
4216 NE
70th Street
Seattle,
Washington 98115
Telephone
No.: (206) 522-2256
Facsimile
No.: (206) 260-0111
Approximate
date of proposed sale to the public: As soon as practicable and from time to
time after the effective date of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
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 "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company x
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(Do
not check if a smaller reporting company)
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class
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Proposed Maximum
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Proposed Maximum
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|||||||||||||
of Securities
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Amount to Be
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Offering Price
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Aggregate
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Amount of
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||||||||||||
to be Registered
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Registered (1)
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per Share
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Offering Price
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Registration Fee
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||||||||||||
Common Stock, $0.001
per
share
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1,860,000 | (2) | $ | 0.10 | (3) | $ | 186,000 | $ | 10.38 | |||||||
TOTAL
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1,860,000 | $ | 186,000 | $ | 10.38 |
(1) In
the event of a stock split, stock dividend or similar transaction involving our
common stock, the number of shares registered shall automatically be increased
to cover the additional shares of common stock issuable pursuant to Rule 416
under the Securities Act of 1933, as amended.
(2)
Represents the number of shares of common stock currently outstanding to be sold
by the selling security holders.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(a) and (o) of the Securities Act.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED ______ __, 2009
TYCORE
VENTURES INC
1,860,000
SHARES OF COMMON STOCK
This
prospectus relates to the resale by certain selling security holders of Tycore
Ventures Inc of up to 1,860,000 shares of common stock held by selling security
holders of Tycore Ventures Inc. We will not receive any of the proceeds from the
sale of the shares by the selling stockholders.
The
selling security holders will be offering our shares of common stock at a fixed
price of $0.10 per share until our shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market prices or privately negotiated prices. Each
of the selling stockholders may be deemed to be an "underwriter" as such term is
defined in the Securities Act of 1933, as amended (the "Securities
Act").
There has
been no market for our securities and a public market may never develop, or, if
any market does develop, it may not be sustained. Our common stock is not traded
on any exchange or on the over-the-counter market. After the effective date of
the registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority for
our common stock to be eligible for trading on the Over-the-Counter Bulletin
Board. We do not yet have a market maker who has agreed to file such
application. There can be no assurance that our common stock will ever be quoted
on a stock exchange or a quotation service or that any market for our stock will
develop.
OUR
BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON
STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE
FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 5 BEFORE
INVESTING IN OUR SHARES OF COMMON STOCK.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. The selling security holders may not
sell these securities until the registration statement becomes effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date
of this prospectus is _______________, 2009.
The
following table of contents has been designed to help you find information
contained in this prospectus. We encourage you to read the entire
prospectus.
TABLE
OF CONTENTS
Page
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Prospectus
Summary
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3
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Risk
Factors
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5
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Risk
Factors Relating to Our Company
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5
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Risk
Factors Relating to Our Common Stock
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7
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Use
of Proceeds
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10
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Determination
of Offering Price
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10
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Selling
Security Holders
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10
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Plan
of Distribution
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12
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Description
of Securities
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15
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Experts
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17
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Interests
of Named Experts and Counsel
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17
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Description
of Business
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18
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Our
Executive Offices
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26
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Legal
Proceedings
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26
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Market
for Common Equity and Related Stockholder Matters
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27
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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28
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Directors,
Executive Officers, Promoters and Control Persons
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32
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Executive
Compensation
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33
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Security
Ownership of Certain Beneficial Owners and Management
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34
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Certain
Relationships and Related Transactions
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35
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Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
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35
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Where
You Can Find More Information
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36
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Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
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36
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Financial
Statements
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F-1
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Until ___
______, 2009 (90 business days after the effective date of this prospectus) all
dealers that effect transactions in these securities whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
2
A
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
PROSPECTUS
SUMMARY
As used
in this prospectus, references to the "Company," "we," "our", "us" or "Tycore"
refer to Tycore Ventures Inc unless the context otherwise
indicates.
The
following summary highlights selected information contained in this prospectus.
Before making an investment decision, you should read the entire prospectus
carefully, including the "Risk Factors" section, the financial statements, and
the notes to the financial statements.
OUR
COMPANY
On
September 25, 2007, Tycore Ventures Inc was incorporated under the laws of the
State of Nevada for the purpose of conducting mineral exploration
activities.
We are an
exploration stage company formed for the purposes of acquiring, exploring, and
if warranted and feasible, developing natural resource property. We raised an
aggregate of $41,500 through private placements of our securities. Proceeds from
these placements were used to acquire a mineral property and for working
capital.
The
Silver Gem Lode Claim, comprising 20 acres, was located on November 26, 2007 and
was filed in the Clark County recorder's office in Las Vegas, NV on November 30,
2007. We had a qualified consulting geologist prepare a geological evaluation
report on the claim. We intend to conduct exploratory activities on the claim
and if feasible, develop the claim.
The
Company's principal offices are located at 1802 North Carson Street, Suite 212,
Carson City, Nevada 89701 and our telephone number is
775-887-8853.
3
THE
OFFERING
Securities
offered:
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The
selling stockholders are offering hereby up to 1,860,000 shares
of common stock.
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Offering
price:
|
The
selling stockholders will offer and sell their shares of common stock at a
fixed price of $0.10 per share until our shares are quoted on the OTC
Bulletin Board, if our shares of common stock are ever quoted on the OTC
Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices.
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Shares
outstanding prior to offering:
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6,860,000
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Shares
outstanding after offering:
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6,860,000
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Market
for the common shares:
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There
is no public market for our shares. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date
of the registration statement relating to this prospectus, we hope to have
a market maker file an application with the Financial Industry Regulatory
Authority ("FINRA") for our common stock to eligible for trading on the
Over The Counter Bulletin Board. We do not yet have a market maker who has
agreed to file such application.
There
is no assurance that a trading market will develop, or, if developed, that
it will be sustained. Consequently, a purchaser of our common stock may
find it difficult to resell the securities offered herein should the
purchaser desire to do so when eligible for public
resale.
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Use
of proceeds:
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We
will not receive any proceeds from the sale of shares by the selling
security holders
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SUMMARY
FINANCIAL INFORMATION
The
tables and information below are derived from our audited financial statements
for the period from September 25, 2007 (Inception) to July 31, 2009. Our working
capital as at July 31, 2009 was $35,298.
July 31, 2009 ($)
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||||
Financial
Summary
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||||
Cash
and Deposits
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35,298 | |||
Total
Assets
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42,298 | |||
Total
Liabilities
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— | |||
Total
Stockholder's Equity
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42,298 | |||
Accumulated From September 25, 2007
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||||
(Inception) to July 31, 2009 ($)
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||||
Statement
of Operations
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Exploration
Expenditures
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3,620 | |||
Total
Expenses
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24,671 | |||
Net
Loss for the Period
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24,202 | |||
Net
Loss per Share
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0.00 |
4
RISK
FACTORS
An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following known material risks and uncertainties
in addition to other information in this prospectus in evaluating our company
and its business before purchasing shares of our company's common stock. You
could lose all or part of your investment due to any of these
risks.
RISKS
RELATING TO OUR COMPANY
OUR
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
Our
financial statements for the year ended July 31, 2009 were prepared assuming
that we will continue our operations as a going concern. We were incorporated on
September 25, 2007 and do not have a history of earnings. As a result, our
independent accountants in their audit report have expressed substantial doubt
about our ability to continue as a going concern. Continued operations are
dependent on our ability to complete equity or debt financings or generate
profitable operations. Such financings may not be available or may not be
available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
WE
MAY REQUIRE ADDITIONAL FUNDS WHICH WE PLAN TO RAISE THROUGH THE SALE OF OUR
COMMON STOCK, WHICH REQUIRES FAVORABLE MARKET CONDITIONS AND INTEREST IN OUR
ACTIVITIES BY INVESTORS. IF WE ARE NOT BE ABLE TO SELL OUR COMMON STOCK, FUNDING
WILL NOT BE AVAILABLE FOR CONTINUED OPERATIONS, AND OUR BUSINESS WILL
FAIL.
We
anticipate that our current cash of $35,298 will be sufficient to complete the
first phase of our planned exploration program on the Silver Gem Lode mining
claim. Subsequent exploration activities will require additional funding. Our
only present means of funding is through the sale of our common stock. The sale
of common stock requires favorable market conditions for exploration companies
like ours, as well as specific interest in our stock, neither of which may exist
if and when additional funding is required by us. If we are unable to raise
additional funds in the future, our business will fail.
WE
HAVE A VERY LIMITED HISTORY OF OPERATIONS AND ACCORDINGLY THERE IS NO TRACK
RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO CONDUCT
SUCCESSFUL MINERAL EXPLORATION ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING
OUT OUR BUSINESS OBJECTIVES.
We were
incorporated on September 25, 2007 and to date, have been involved primarily in
organizational activities, obtaining financing and acquiring an interest in the
claims. Accordingly we have no track record of successful exploration
activities, strategic decision making by management, fund-raising ability, and
other factors that would allow an investor to assess the likelihood that we will
be successful as a junior resource exploration company. Junior exploration
companies often fail to achieve or maintain successful operations, even in
favorable market conditions. There is a substantial risk that we will not be
successful in our exploration activities, or if initially successful, in
thereafter generating any operating revenues or in achieving profitable
operations.
5
OUR
FAILURE TO MAKE REQUIRED PAYMENT COULD CAUSE US TO LOSE TITLE TO THE MINERAL
CLAIM.
The
Silver Gem Lode mining claim has an expiration date of September 1, 2010. In
order to maintain the tenure of our ownership of the claim in good standing, it
will be necessary for us to pay an annual maintenance fee of $125 to the Bureau
of Land Management before the expiration date.
DUE
TO THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL
RISK THAT NO COMMERCIALLY VIABLE MINERAL DEPOSITS WILL BE FOUND ON OUR SILVER
GEM LODE CLAIM OR OTHER MINERAL PROPERTIES THAT WE ACQUIRE.
In order
for us to even commence mining operations we face a number of challenges which
include finding qualified professionals to conduct our exploration program,
obtaining adequate financing to continue our exploration program, locating a
viable mineral body, partnering with a senior mining company, obtaining mining
permits, and ultimately selling minerals in order to generate revenue. Moreover,
exploration for commercially viable mineral deposits is highly speculative in
nature and involves substantial risk that no viable mineral deposits will be
located on any of our present or future mineral properties. There is a
substantial risk that the exploration program that we will conduct on the Claim
may not result in the discovery of any significant mineralization, and therefore
no commercial viable mineral deposit. There are numerous geological features
that we may encounter that would limit our ability to locate mineralization or
that could interfere with our exploration programs as planned, resulting in
unsuccessful exploration efforts. In such a case, we may incur significant costs
associated with an exploration program, without any benefit. This would likely
result in a decrease in the value of our common stock.
DUE
TO THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE
MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The
search for minerals involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or may elect not to insure. We currently
have no such insurance nor do we expect to obtain such insurance for the
foreseeable future. If a hazard were to occur, the costs of rectifying the
hazard may exceed our asset value and cause us to liquidate all our assets and
cease operations, resulting in the loss of your entire investment.
OUR
ACTIVITIES ARE SUBJECT TO GOVERNMENTAL REGULATIONS WHICH MAY SUBJECT US TO
PENALTIES FOR FAILURE TO COMPLY, MAY LIMIT OUR ABILITY TO CONDUCT EXPLORATION
ACTIVITIES AND COULD CAUSE US TO DELAY OR ABANDON OUR PROJECT.
Various
regulatory requirements affect the current and future activities of the Company,
including exploration activities on our lode claim. Exploration activities
require permits from various federal, state and local governmental authorities
and are subject to laws and regulations governing, among other things,
prospecting, exports, taxes, labor standards, occupational health, waste
disposal, toxic substances, land use, environmental protection, mine safety, and
others which currently or in the future may have a substantial adverse impact on
the Company. Exploration activities are also subject to substantial regulation
under these laws by governmental agencies and may require that the Company
obtain permits from various governmental agencies.
Licensing
and permitting requirements are subject to changes in laws and regulations and
in various operating circumstances. There can be no assurance that the Company
will be able to obtain or maintain all necessary licenses and/or permits it may
require for its activities or that such permits will be will be obtainable on
reasonable terms or on a timely basis or that such laws and regulations will not
have an adverse effect on any project which we might undertake. If the
Company is unable to obtain the necessary licenses or permits for our
exploration activities, we might have to change or abandon our planned
exploration for such non-permitted properties and/or to seek other joint venture
arrangements. In such event, the Company might be forced to sell or abandon its
property interests.
Failure
to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing exploration activities to cease or be curtailed, and may
include corrective measures requiring capital expenditures, installation of
additional equipment, or remedial actions. Parties engaged in mining activities
may be required to compensate those suffering loss or damage by reason of the
mining activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations and, in particular, environmental
laws.
Any
change in or amendments to current laws, regulations and permits governing
activities of mineral exploration companies, or more stringent implementation
thereof, could require increases in exploration expenditures, or require delays
in exploration or abandonment of new mineral properties. The cost of compliance
with changes in governmental regulations has a potential to increase the
Company’s expenses.
BECAUSE
THE COMPANY IS SUBJECT TO COMPLIANCE WITH ENVIRONMENTAL REGULATION, THE COST OF
OUR EXPLORATION PROGRAM MAY INCREASE.
Our
operations may be subject to environmental regulations promulgated by government
agencies from time to time. Environmental legislation provides for restrictions
and prohibitions on spills, releases or emissions of various substances produced
in association with certain exploration and mining industry operations, such as
seepage from tailings disposal areas, which would result in environmental
pollution. A breach of such legislation may result in the imposition of
fines and penalties. In addition, certain types of operations require the
submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner which means stricter standards, and
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of operations.
THE
MARKET PRICE FOR PRECIOUS METALS IS BASED ON NUMEROUS FACTORS OUTSIDE OF OUR
CONTROL. THERE IS A RISK THAT THE MARKET PRICE FOR PRECIOUS METALS WILL
SIGNIFICANTLY DECREASE, WHICH WILL MAKE IT DIFFICULT FOR US TO FUND FURTHER
MINERAL EXPLORATION ACTIVITIES, AND WOULD DECREASE THE PROBABILITY THAT ANY
SIGNIFICANT MINERALIZATION THAT WE LOCATE CAN BE ECONOMICALLY
EXTRACTED.
Numerous
factors beyond our control may affect the marketability of minerals. These
factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in our not receiving an adequate return on invested
capital and you may lose your entire investment in this
offering.
6
OUR
OFFICERS AND DIRECTORS MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY
SHAREHOLDERS AT SOME TIME IN THE FUTURE. SINCE THE MAJORITY OF OUR
SHARES OF COMMON STOCK ARE OWNED BY OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTORS, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE CONTROL OF THE
COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY.
Our
directors beneficially own 72.8% of our outstanding common stock. The interests
of our directors may not be, at all times, the same as that of our other
shareholders. Our directors are not simply passive investors but are also
executive officers of the Company, their interests as executives may, at times
be adverse to those of passive investors. Where those conflicts exist, our
shareholders will be dependent upon our directors exercising, in a manner fair
to all of our shareholders, their fiduciary duties as officers or as members of
the Company's Board of Directors. Also, our directors will have the ability to
control the outcome of most corporate actions requiring shareholder approval,
including the sale of all or substantially all of our assets and amendments to
our articles of incorporation. This concentration of ownership may also have the
effect of delaying, deferring or preventing a change of control of us, which may
be disadvantageous to minority shareholders.
SINCE
OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO BE EMPLOYED BY OR CONSULT FOR
OTHER COMPANIES, THEIR OTHER ACTIVITIES COULD SLOW DOWN OUR
OPERATIONS.
Our
officers and directors are not required to work exclusively for us and do not
devote all of their time to our operations. Therefore, it is possible that a
conflict of interest with regard to their time may arise based on their
employment by other companies. Their other activities may prevent them from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations. It is
expected that each of our officers and directors will devote between 5 and 10
hours per week to our operations on an ongoing basis, and when required will
devote whole days and even multiple days at a stretch when property visits are
required or when extensive analysis of information is needed. We do not have any
written procedures in place to address conflicts of interest that may arise
between our business and the business activities of our directors.
CURRENT
MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR WITH MINING AND, IN PARTICULAR,
MINERAL EXPLORATION ACTIVITY, MEANS THAT IT IS DIFFICULT TO ASSESS, OR MAKE
JUDGMENTS ABOUT, OUR POTENTIAL SUCCESS.
None of
our officers or directors has any prior experience with or ever been
employed in the mining industry. Additionally, none of our officer or
directors has a college or university degree, or other educational
background, in mining or geology or in a field related to mining. More
specifically, each of our officers and directors lack technical training
and experience with exploring for, starting, and/or operating a mine.
With no
direct training or experience in these areas, each of our officers and directors
may not be fully aware of many of the specific requirements related to mineral
exploration, let alone the overall mining industry as a whole. For
example, each of our officer’s and director’s decisions and choices may fail to
take into account standard engineering and other managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings,
and ultimate financial success could suffer irreparable harm due to our
officers’ and directors’ future possible mistakes, lack of sophistication,
judgment or experience in this particular industry. As a result, if we do
obtain the funding or other means to implement a bona fide mineral exploration
program, such program will likely have to be implemented and carried out by
joint venturers, partners or independent contractors who would have the
requisite mineral exploration experience and know-how that we currently
lack.
IF
THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN BLOCKS,
THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.
The
selling shareholders are offering up to 1,860,000 shares of our common stock
through this prospectus. Our common stock is presently not traded or quoted on
any market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is quoted will
cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus represent 27.2% of
the common shares outstanding as of the date of this prospectus.
RISKS
RELATING TO OUR COMMON STOCK
THERE
IS NO LIQUIDITY AND NO ESTABLISHED PUBLIC MARKET FOR OUR COMMON STOCK AND WE MAY
NOT BE SUCCESSFUL AT OBTAINING A QUOTATION ON A RECOGNIZED QUOTATION SERVICE. IN
SUCH EVENT IT MAY BE DIFFICULT TO SELL YOUR SHARES.
There is
presently no public market in our shares. There can be no assurance that we will
be successful at developing a public market or in having our common stock quoted
on a quotation facility such as the OTC Bulletin Board. There are risks
associated with obtaining a quotation, including that broker dealers will not be
willing to make a market in our shares, or to request that our shares be quoted
on a quotation service. In addition, even if a quotation is obtained, the OTC
Bulletin Board and similar quotation services are often characterized by low
trading volumes, and price volatility, which may make it difficult for an
investor to sell our common stock on acceptable terms. If trades in our common
stock are not quoted on a quotation facility, it may be very difficult for an
investor to find a buyer for their shares in our Company.
7
OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
Under
U.S. federal securities legislation, our common stock will constitute "penny
stock". Penny stock is any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require that a broker or dealer approve a
potential investor's account for transactions in penny stocks, and the broker or
dealer receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve an investor's account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience objectives of
the person, and make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form sets
forth the basis on which the broker or dealer made the suitability
determination. Brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
WE
MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our
Articles of Incorporation authorize the issuance of 75,000,000 shares of common
stock. As of November 23, 2009, the Company had 6,860,000 shares of common stock
outstanding. Accordingly, we may issue up to an additional 68,140,000 shares of
common stock. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common stock.
THERE
IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT
DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is
currently no established public trading market for our securities and an active
trading market in our securities may not develop or, if developed, may not be
sustained. We intend to have an application filed for admission to quotation of
our securities on the OTC Bulletin Board after this prospectus is declared
effective by the SEC. If for any reason our common stock is not quoted on the
OTC Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock should
they desire to do so. No market makers have committed to becoming market makers
for our common stock and none may do so.
8
STATE
SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN
WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS
PROSPECTUS.
Secondary
trading in common stock sold in this offering will not be possible in any state
until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in
certain recognized securities manuals, is available for secondary trading in the
state. If we fail to register or qualify, or to obtain or verify an exemption
for the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a resident of
that state. In the event that a significant number of states refuse to permit
secondary trading in our common stock, the liquidity for the common stock could
be significantly impacted thus causing you to realize a loss on your
investment.
Upon
effectiveness of this Prospectus, the Company intends to become a “reporting
issuer” under Section 12(g) of the U.S. Securities Exchange Act of 1934, as
amended, by way of filing a Form 8-A with the Securities and Exchange Commission
(“SEC”). A Form 8-A is a “short form” of registration whereby
information about the Company will be incorporated by reference to the
Registration Statement on Form S-1, under which this Prospectus became
effective. Upon filing of the Form 8-A, the Company’s shares of
common stock will become “covered securities,” or “federally covered securities”
as described in some states’ laws, which means that unless you are an
“underwriter” or “dealer,” you will have a “secondary trading” exemption under
the laws of most states (and the District of Columbia, Guam, the Virgin Islands
and Puerto Rico) to resell the shares of common stock you purchase in this
offering. However, four states do impose filing requirements on the
Company: Michigan, New Hampshire, Texas and Vermont. The Company
intends, at its own cost, to make the required notice filings in Michigan, New
Hampshire, Texas and Vermont immediately after filings its Form 8-A with the
SEC.
The
Company does not intend to seek registration or qualification of its shares of
common stock the subject of this offering in any State or territory of the
United States. Aside from a “secondary trading” exemption, other
exemptions under state law and the laws of US territories may be available to
purchasers of the shares of common stock sold in this offering,
ANTI-TAKEOVER
EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A POTENTIAL TAKEOVER OF
TYCORE VENTURES.
Though
not now, we may be or in the future we may become subject to Nevada's control
share law. A corporation is subject to Nevada's control share law if it has more
than 200 stockholders, at least 100 of whom are stockholders of record and
residents of Nevada, and it does business in Nevada or through an affiliated
corporation. The law focuses on the acquisition of a "controlling interest"
which means the ownership of outstanding voting shares sufficient, but for the
control share law, to enable the acquiring person to exercise the following
proportions of the voting power of the corporation in the election of
directors:
(i)
one-fifth or more but less than one-third, (ii) one-third or more but less than
a majority, or (iii) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with
others.
The
effect of the control share law is that the acquiring person, and those acting
in association with it, obtains only such voting rights in the control shares as
are conferred by a resolution of the stockholders of the corporation, approved
at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Nevada's
control share law may have the effect of discouraging takeovers of the
corporation.
9
In
addition to the control share law, Nevada has a business combination law which
prohibits certain business combinations between Nevada corporations and
"interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder," unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The
effect of Nevada's business combination law is to potentially discourage parties
interested in taking control of Tycore Ventures from doing so if it cannot
obtain the approval of our board of directors.
BECAUSE
WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS
WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL
THEM.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them. There is no
assurance that stockholders will be able to sell shares when
desired.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling stockholders. We will not receive any of the
proceeds from the sale of the common shares being offered for sale by the
selling security holders.
DETERMINATION
OF THE OFFERING PRICE
The
selling shareholders will sell our shares at $0.10 per share until our shares
are quoted on the OTCBB, and thereafter at prevailing market prices or privately
negotiated prices. This price was arbitrarily determined by us.
SELLING
SECURITY HOLDERS
The
following table sets forth the shares beneficially owned, as of November 23,
2009, by the selling security holders prior to the offering contemplated by this
prospectus, the number of shares each selling security holder is offering by
this prospectus and the number of shares which each would own beneficially if
all such offered shares are sold.
Beneficial
ownership is determined in accordance with Securities and Exchange Commission
rules. 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.
10
The
percentages below are calculated based on 6,860,000 shares of our common stock
issued and outstanding as of November 23, 2009. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
Total
Number of
|
||||||||||||||||
Shares
to be
|
Total
Shares
|
Percentage
of
|
||||||||||||||
Offered
for the
|
Owned
After the
|
Shares
owned After
|
||||||||||||||
Name
of
|
Shares
Owned Before
|
Security
Holder's
|
Offering
is
|
the
Offering is
|
||||||||||||
Selling Shareholder
|
the Offering
|
Account
|
Complete
|
Complete
|
||||||||||||
Ian
Simmons
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Jan
Hay
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Chris
Warran
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Sandra
Gable
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Garret
Thomas
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Gordon
Bolt
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Brent
Thomas
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Paul
LaPointe
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
James
Cliffe
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Todd
Savage
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Harvey
Fontaine
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Bill
Birney
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Richard
McLeod
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Robin
Vert
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Jack
Telford
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
Ron
Adams
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Tyler
Fisher
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Perry
Mertz
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
John
Wilgress
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ben
White
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Bill
Jervis
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ryan
Bell
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Joe
Kelly
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Leo
Gu
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ron
Kabok
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Jordon
Winch
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Alan
Bay
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ben
Jones
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Clark
Taylor
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ben
Brown
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Sean
Munro
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Barb
Hulme
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Jan
Rush
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Mary
Crane
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Dave
Cook
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ken
David
|
10,000 | 10,000 | 0 | 0 | ||||||||||||
Ken
Cook
|
50,000 | 50,000 | 0 | 0 | ||||||||||||
Collen
Waters
|
50,000 | 50,000 | 0 | 0 | ||||||||||||
Ed
Grams
|
50,000 | 50,000 | 0 | 0 | ||||||||||||
Total
|
1,860,000 | 1,860,000 | 0 | 0 |
11
None of
the selling shareholders has a relationship with us other than as a shareholder,
has ever been one of our officers or directors, or is a broker-dealer registered
under the United States Securities Exchange Act, or an affiliate of such a
broker-dealer.
We may
require the selling stockholders to suspend the sales of the securities offered
by this prospectus upon the occurre nce of any event that makes any statement in
this prospectus, or the related registration statement, untrue in any material
respect, or that requires the changing of the statements in these documents in
order to make statements in those documents not misleading. We will file a
post-effective amendment to the registration statement to reflect any such
material changes to this prospectus.
PLAN
OF DISTRIBUTION
As of the
date of this prospectus, there is no market for our securities. After the date
of this prospectus, we expect to have an application filed with the Financial
Industry Regulatory Authority for our common stock to be eligible for trading on
the OTC Bulletin Board. Until our common stock becomes eligible for trading on
the OTC Bulletin Board, the selling security holders will be offering our shares
of common stock at a fixed price of $0.10 per common share. After our common
stock becomes eligible for trading on the OTC Bulletin Board, the selling
security holders may, from time to time, sell all or a portion of the shares of
common stock on OTC Bulletin Board, in privately negotiated transactions or
otherwise. After our common stock becomes eligible for trading on the OTC
Bulletin Board, such sales may be at fixed prices prevailing at the time of
sale, at prices related to the market prices or at negotiated
prices.
After our
common stock becomes eligible for trading on the OTC Bulletin Board, the shares
of common stock being offered for resale by this prospectus may be sold by the
selling security holders by one or more of the following methods, without
limitation:
*
ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
*
privately negotiated transactions;
* market
sales (both long and short to the extent permitted under the federal securities
laws);
* at the
market to or through market makers or into an existing market for the
shares;
* through
transactions in options, swaps or other derivatives (whether exchange listed or
otherwise); and
* a
combination of any of the aforementioned methods of sale.
In the
event of the transfer by any of the selling security holders of its shares of
common stock to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a part
by the filing of a post-effective amendment in order to have the pledgee, donee
or other transferee in place of the selling security holder who has transferred
his, her or its shares.
12
In
effecting sales, brokers and dealers engaged by the selling security holders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling security holder or, if any of
the broker-dealers act as an agent for the purchaser of such shares, from a
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Before our common stock becomes
eligible for trading on the OTC Bulletin Board, broker-dealers may agree with a
selling security holder to sell a specified number of the shares of common stock
at a price per share of $0.10. After our common stock becomes eligible for
trading on the OTC Bulletin Board, broker-dealers may agree with a selling
security holder to sell a specified number of the shares of common stock at a
stipulated price per share. Such an agreement may also require the broker-dealer
to purchase as principal any unsold shares of common stock at the price required
to fulfill the broker-dealer commitment to the selling security holder if such
broker-dealer is unable to sell the shares on behalf of the selling security
holder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in transactions
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. After our
common stock becomes eligible for trading on the OTC Bulletin Board, such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such re-sales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described
above.
The
selling security holders and any broker-dealers or agents that participate with
the selling security holders in the sale of the shares of common stock may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with these sales. In that event, any commissions received by the
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
From time
to time, any of the selling security holders may pledge shares of common stock
pursuant to the margin provisions of customer agreements with brokers. Upon a
default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. After our common stock becomes
eligible for trading on the OTC Bulletin Board, upon a sale of the shares of
common stock, the selling security holders intend to comply with the prospectus
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act that may be required
in the event any of the selling security holders defaults under any customer
agreement with brokers.
To the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-dealers,
the number of shares of common stock involved, the price at which the shares of
common stock is to be sold, the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, that such broker-dealers did
not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus and other facts material to the
transaction.
We and
the selling security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling security holder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the shares of common stock.
13
All
expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in such transaction, or
both.
Any
shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
PENNY
STOCK RULES
The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks" as
such term is defined by Rule 15g-9. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The
shares offered by this prospectus constitute penny stock under the Securities
and Exchange Act. The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in our company will be
subject to the penny stock rules.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which: (i) contains a description of
the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (ii) contains a description of the
broker’s or dealer’s duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities’ laws; (iii) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and significance of the spread between the bid and ask price; (iv) contains
a toll-free telephone number for inquiries on disciplinary actions;
(v) defines significant terms in the disclosure document or in the conduct
of trading in penny stocks; and (vi) contains such other information and is
in such form as the Commission shall require by rule or regulation. The
broker-dealer also must provide to the customer, prior to effecting any
transaction in a penny stock, (i) bid and offer quotations for the penny
stock; (ii) the compensation of the broker-dealer and its salesperson in
the transaction; (iii) the number of shares to which such bid and ask
prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (iv) monthly account statements
showing the market value of each penny stock held in the customer’s
account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
REGULATION
M
During
such time as we may be engaged in a distribution of any of the shares we are
registering by this registration statement, we are required to comply with
Regulation M. In general, Regulation M precludes any selling security holder,
any affiliated purchasers and any broker-dealer or other person who participates
in a distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security which is the subject of the
distribution until the entire distribution is complete. Regulation M defines a
"distribution" as an offering of securities that is distinguished from ordinary
trading activities by the magnitude of the offering and the presence of special
selling efforts and selling methods. Regulation M also defines a
"distribution participant"
as an underwriter, prospective underwriter, broker, dealer, or other person who
has agreed to participate or who is participating in a
distribution.
14
Regulation
M under the Exchange Act prohibits, with certain exceptions, participants in a
distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are the
subject of the distribution. Regulation M also governs bids and purchases made
in order to stabilize the price of a security in connection with a distribution
of the security. We have informed the selling shareholders that the
anti-manipulation provisions of Regulation M may apply to the sales of their
shares offered by this prospectus, and we have also advised the selling
shareholders of the requirements for delivery of this prospectus in connection
with any sales of the common stock offered by this prospectus.
CANADIAN
SECURITIES LAW
Selling
shareholders who are residents of a province of Canada must comply with
applicable provincial securities laws to resell their securities. To the extent
required by such provincial securities laws, selling shareholders will have to
rely on available prospectus and registration exemptions to resell their
securities. To the extent such an exemption is not available such residents may
be subject to an indefinite hold period with respect to their securities of the
Company. All Canadian shareholders should consult independent legal counsel with
respect to ascertaining any available prospectus exemptions for reselling their
securities of the Company.
DESCRIPTION
OF SECURITIES
DESCRIPTION
OF SECURITIES
The
following description of our capital stock is a summary and is qualified in its
entirety by the provisions of our Articles of Incorporation, as amended, which
have been filed as exhibits to our registration statement of which this
prospectus is a part.
15
COMMON
STOCK
We are
authorized to issue seventy five million, 75,000,000, shares of common stock,
par value $0.001, of which 6,860,000 shares of common stock are issued and
outstanding and held by 41 holders of record as of November 23,
2009.
The
following is a summary of the material rights and restrictions associated with
our common stock. This description does not purport to be a complete description
of all of the rights of our stockholders and is subject to, and qualified in its
entirety by, the provisions of our most current Articles of Incorporation and
Bylaws, which are included as exhibits to this Registration
Statement.
The
holders of our common stock currently have (i) equal ratable rights to dividends
from funds legally available therefore, when, as and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of the Company (iii) do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote.
Our
Bylaws provide that at all meetings of the stockholders for the election of
directors, a plurality of the votes cast shall be sufficient to
elect.
On all
other matters, except as otherwise required by Nevada law or the Articles of
Incorporation, a majority of the votes cast at a meeting of the stockholders
shall be necessary to authorize any corporate action to be taken by vote of the
stockholders.
A
“plurality” means the excess of the votes cast for one candidate over any
other. When there are more than two competitors for the same office,
the person who receives the greatest number of votes has a
plurality.
All
shares of common stock now outstanding are fully paid for and non-assessable and
all shares of common stock which are the subject of this offering, when issued,
will be fully paid for and non-assessable. Please refer to the
Company’s Articles of Incorporation, Bylaws and the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities of
holders of the Company’s securities.
PREFERRED
STOCK
Our
Articles of Incorporation does not have an authorized class of preferred
stock.
WARRANTS
AND OPTIONS
As of
November 23, 2009 there were no stock purchase warrants, options or other
convertible securities issued and outstanding.
NEVADA
ANTI-TAKEOVER LAWS
The
Nevada Business Corporation Law contains a provision governing “Acquisition of
Controlling Interest.” This law provides generally that any person or
entity that acquires 20% or more of the outstanding voting shares of a
publicly-held Nevada corporation in the secondary public or private market may
be denied voting rights with respect to the acquired shares, unless a majority
of the disinterested stockholders of the corporation elects to restore such
voting rights in whole or in part. The control share acquisition act
provides that a person or entity acquires “control shares” whenever it acquires
shares that, but for the operation of the control share acquisition act, would
bring its voting power within any of the following three ranges: (1) 20 to 33
1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share
acquisition” is generally defined as the direct or indirect acquisition of
either ownership or voting power associated with issued and outstanding control
shares. The stockholders or board of directors of a corporation may elect
to exempt the stock of the corporation from the provisions of the control share
acquisition act through adoption of a provision to that effect in the Articles
of Incorporation or Bylaws of the corporation. Our Articles of
Incorporation and Bylaws do not exempt our common stock from the control share
acquisition act. The control share acquisition act is applicable only to
shares of “Issuing Corporations” as defined by the act. An Issuing
Corporation is a Nevada corporation, which; (1) has 200 or more stockholders,
with at least 100 of such stockholders being both stockholders of record and
residents of Nevada; and (2) does business in Nevada directly or through an
affiliated corporation.
At this
time, we do not have 100 stockholders of record resident of Nevada. Therefore,
the provisions of the control share acquisition act do not apply to acquisitions
of our shares and will not until such time as these requirements have been met.
At such time as they may apply to us, the provisions of the control share
acquisition act may discourage companies or persons interested in acquiring a
significant interest in or control of the Company, regardless of whether such
acquisition may be in the interest of our stockholders.
The
Nevada “Combination with Interested Stockholders Statute” may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an “interested stockholder” and a resident
domestic Nevada corporation from entering into a “combination,” unless certain
conditions are met. The statute defines “combination” to include any
merger or consolidation with an “interested stockholder,” or any sale, lease,
exchange, mortgage, pledge, transfer or other disposition, in one transaction or
a series of transactions with an “interested stockholder” having; (1) an
aggregate market value equal to 5 percent or more of the aggregate market value
of the assets of the corporation; (2) an aggregate market value equal to 5
percent or more of the aggregate market value of all outstanding shares of the
corporation; or (3) representing 10 percent or more of the earning power or net
income of the corporation. An “interested stockholder” means the
beneficial owner of 10 percent or more of the voting shares of a resident
domestic corporation, or an affiliate or associate thereof. A corporation
affected by the statute may not engage in a “combination” within three years
after the interested stockholder acquires its shares unless the combination or
purchase is approved by the board of directors before the interested stockholder
acquired such shares. If approval is not obtained, then after the
expiration of the three-year period, the business combination may be consummated
with the approval of the board of directors or a majority of the voting power
held by disinterested stockholders, or if the consideration to be paid by the
interested stockholder is at least equal to the highest of: (1) the highest
price per share paid by the interested stockholder within the three years
immediately preceding the date of the announcement of the combination or in the
transaction in which he became an interested stockholder, whichever is higher;
(2) the market value per common share on the date of announcement of the
combination or the date the interested stockholder acquired the shares,
whichever is higher; or (3) if higher for the holders of preferred stock, the
highest liquidation value of the preferred stock. The effect of Nevada's
business combination law is to potentially discourage parties interested in
taking control of Tycore Ventures from doing so if it cannot obtain the approval
of our board of directors.
16
EXPERTS
The Law
Offices of Thomas E. Puzzo, PLLC., has rendered an opinion with respect to the
validity of the shares of common stock covered by this prospectus.
Our
financial statements for the years ending July 31, 2009 and the periods from
September 25, 2007 (inception) through July 31, 2008 and 2009, which are
included in this prospectus, have been audited by LBB & Associates Ltd.,
LLP, Certified Public Accountants, to the extent and for the periods set forth
in their report appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingent basis, or had, or
is to receive, in connection with the offering, a substantial interest exceeding
$50,000, directly or indirectly, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
GLOSSARY
OF TECHNICAL TERMS
The
following are definitions of certain technical terms used in this
prospectus.
Bedding: A layer of
sedimentary deposit.
Brecca: Rock
composed of angular fragments of older rocks melded together.
Bullion: Gold or
silver considered in mass rather than in value.
Conformity: Contact
relationship between adjacent layers of the sedimentary rock, which are
undisturbed and parallel to one and another. The thickness of each
layer is uniform.
Cyanidation (MacArthur-Forrest
Process): The method in which copper, silver, and gold are
extracted from their ores.
Deposit: When
mineralized material has been systematically drilled and explored so that a
reasonable estimate of tonnage and economic grade can be made.
Development – Preparation of a
mineral deposit for commercial production, including installation of plant and
machinery.
Exploration
Stage: A mining prospect which is not in either the
development or production stage.
Fault: A planar
feature produced by breaking of the Earth’s crust with movement on one, or both,
sides of the plane.
Fold: A portion of
strata that is folded or bent, as an anticline or syncline, or that connects two
horizontal or parallel portions of strata of different levels (as a
monocline).
Geophysical: Surveys
that are conducted to measure the Earth’s physical properties as a means of
identify areas where anomalous features may exist.
Igneous rocks - One of three
types of rocks. It was formed from the congealing of molten rock
fluids.
Intercalated: Interpolated;
interposed.
Mine: An opening or
excavation in the ground for the purpose of extracting minerals; a pit or
excavation from which ores or other mineral substances are taken by digging; an
opening in the ground made for the purpose of taking out minerals; an excavation
properly underground for digging out some usable product, such as ore, including
any deposit of any material suitable for excavation and working as a placer
mine; collectively, the underground passage and workings and the minerals
themselves.
Mineralized: Material
added by hydrothermal solutions, principally in the formation of ore deposits.
Often refers to the presence of a mineral of economic interest in a
rock.
Mineralized
Material: The term “mineralized material” refers to material
that is not included in the reserve as it does not meet all of the criteria for
adequate demonstration for economic or legal extraction.
17
Ore: The naturally
occurring material from which a mineral or minerals of economic value can be
extracted profitably or to satisfy social or political objectives. The term is
generally but not always used to refer to metalliferous material, and is often
modified by the names of the valuable constituent.
Oxide: A mineral compound
characterized by the linkage of oxygen with one or more metallic elements.
Sulfide minerals typically convert to oxides on exposure to oxygen. Oxides are
more amenable to heap leach techniques than are sulfides.
Porphyry: An
igneous rock containing conspicuous crystals or phenocysts in a fine-grained
groundmass; type of mineral deposit in which ore minerals are widely
disseminated, generally of a low grade by large tonnage.
Sediments: Material that has
been deposited on the surface of the Earth through geologic means, usually
transported and deposited by water. This material may eventually be cemented
into rock.
Silica: The dioxide form of
silicon, SiO2, occurring
especially as quartz sand, flint, and agate: used usually in the form of its
prepared white powder chiefly in the manufacture of glass, water glass,
ceramics, and abrasives. Also called silicon
dioxide.
Siliceous: Adjective
form of the noun silica; containing, consisting of, or resembling
silica.
Sulfide: A mineral
compound characterized by the linkage of sulphur with a metal.
Strata: Rock layers
and their places in succession can be identified at a specific position in the
sequence and do not recur. These rock layers are called
strata.
Stratigraphy: a
branch of geology dealing with the classification, nomenclature, correlation,
and interpretation of stratified rocks.
Strike: The course
or bearing of the outcrop of an inclined bed, vein, or fault plane on a level
surface; the direction of a horizontal line perpendicular to the direction of
the dip.
Tons: A unit of
weight measurement. In this prospectus it means dry short tons (2,000
pounds).
Quartz: A mineral
of silicon dioxide.
Sulfide: a compound
of sulfur with a more electropositive element or, less often, a
group.
Time
Periods:
Name of Era
|
Name
of Period
|
Number of Years Before
Present
|
||
Quaternary
|
Holocene
|
0
to 400,000
|
||
Pleistocene
|
400,000
to 1,800,000
|
|||
Tertiary
|
Pliocene
|
1,800,000
to 5,000,000
|
||
Miocene
|
5,000,000
to 24,000,000
|
|||
Oligocene
|
24,000,000
to 36,500,000
|
|||
Eocene
|
36,500,000
to 56,000,000
|
|||
Paleocene
|
56,000,000
to 66,000,000
|
|||
Mesozoic
|
Cretaceous
|
66,000,000
to 140,000,000
|
||
Jurassic
|
140,000,000
to 200,000,000
|
|||
Triassic
|
200,000,000
to 250,000,000
|
|||
Paleozoic
|
Permian
|
250,000,000
to 290,00,000
|
||
Carboniferous
|
290,000,000
to 365,000,000
|
|||
Devonian
|
365,000,000
to 405,000,000
|
|||
Silurian
|
405,000,000
to 425,000,000
|
|||
Ordivician
|
425,000,000
to
500,000,000
|
DESCRIPTION
OF BUSINESS
ORGANIZATION
WITHIN THE LAST FIVE YEARS
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.
18
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.
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.
19
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, 2010.
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.
20
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.
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.
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
21
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.
22
23
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.
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 $24,671 in operating costs, which sum
includes $3,620 of exploration expenditures, as at July 31, 2009. 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.
24
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, 2010. 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.
25
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 other than our directors. 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
LEGAL
PROCEEDINGS
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company's mineral claim is not the subject of any
pending legal proceedings.
26
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET
INFORMATION
ADMISSION
TO QUOTATION ON THE OTC BULLETIN BOARD
We intend
to have our common stock be quoted on the OTC Bulletin Board. If our securities
are not quoted on the OTC Bulletin Board, a security holder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of our securities. The OTC Bulletin Board differs from national and regional
stock exchanges in that it:
(1) is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and
(2)
securities admitted to quotation are offered by one or more Broker-dealers
rather than the "specialist" common to stock exchanges.
To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor the company listing. We do not yet have an
agreement with a registered broker-dealer, as the market maker, willing to list
bid or sale quotations and to sponsor the Company listing. If the Company meets
the qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board until a future time, if at all,
that we apply and qualify for admission to quotation on the NASDAQ Capital
Market. We may not now and it may never qualify for quotation on the OTC
Bulletin Board or be accepted for listing of our securities on the NASDAQ
Capital Market.
TRANSFER
AGENT
We have
not retained a transfer agent to serve as transfer agent for shares of our
common stock. Until we engage such a transfer agent, we will be responsible for
all record-keeping and administrative functions in connection with the shares of
our common stock.
HOLDERS
As of
November 23, 2009, the Company had 6,860,000 shares of our common stock issued
and outstanding held by 41 holders of record.
The
selling stockholders are offering hereby up to 1,860,000 shares of common stock
at an exercise price of $0.10 per share.
DIVIDEND
POLICY
We have
not declared or paid dividends on our common stock since our formation, and we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
declare or pay dividends. See the Risk Factor entitled “BECAUSE WE DO NOT INTEND TO PAY ANY
CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE
A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.” on page 10.
27
SECURITIES
AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have
no equity compensation or stock option plans. We may in the future adopt a stock
option plan as our mineral exploration activities progress.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATION
Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of the Company and the products we expect to offer and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All
forward-looking statements speak only as of the date on which they are made. We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
PLAN
OF OPERATION
Our plan
of operation for the twelve months following the date of this prospectus 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 the filing of our registration statement and 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 |
28
We plan
to commence Phase 1 of the exploration program on the claim in late 2009. We
expect this phase to take two weeks to complete and an additional one to two
months for the geologist to prepare his report.
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 2010. 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.
ACCOUNTING
AND AUDIT PLAN
We intend
to continue to have our Chief Financial Officer prepare our quarterly and annual
financial statements and have these financial statements reviewed or audited by
our independent auditor. Our independent auditor is expected to charge us
approximately $1,500 to review our quarterly financial statements and
approximately $5,000 to audit our annual financial statements. In the next
twelve months, we anticipate spending approximately $11,000 to pay for our
accounting and audit requirements.
SEC
FILING PLAN
We intend
to become a reporting company in 2009 after our S-1 registration statement is
declared effective. This means that we will file documents with the United
States Securities and Exchange Commission on a quarterly basis.
We expect
to incur filing costs of approximately $1,000 per quarter to support our
quarterly and annual filings. In the next twelve months, we anticipate spending
approximately $10,000 for legal costs in connection with our three quarterly
filings, annual filing, and costs associated with filing the registration
statement to register our common stock.
RESULTS
OF OPERATIONS
We have
had no operating revenues since our inception on September 25, 2007, through
July 31, 2009. Our activities have been financed from the proceeds of share
subscriptions. From our inception to July 31, 2009 we have raised a total of
$45,500 from private offerings of our common stock. All such private
offerings were made in reliance on the exemption from registration afforded by
Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of
1933, as amended. The Company made all offers and sales
offshore of the US, to non-US persons, with no directed selling efforts in the
US, and were offering restrictions were implemented.
For the
period from inception to July 31, 2009, we incurred total expenses of $24,671.
We had general and administrative expenses of $21,051 and we expensed $3,620 in
mineral property acquisition cost because such cost was related to mineral
exploration activity and cannot be capitalized until such time at the
Company has proven and probable reserves.
LIQUIDITY
AND CAPITAL RESOURCES
At July
31, 2009, we had a cash balance of $35,298. We believe that we have enough cash
on hand to complete Phases 1 and 2 of our exploration program. If the results of
the Phases 1 and 2 are particularly encouraging, we may wish to raise additional funds for a more in depth Phase 3. Additional
funds will need to be raised to support work that may be undertaken subsequent
to Phase 3.
29
If
additional funds become required, the additional funding will likely come from
equity financing from the sale of our common stock or sale of part of our
interest in our mineral claims. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest in
our Company. We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund our exploration activities. In the
absence of such financing, our business will fail.
There are
no assurances that we will be able to achieve further sales of our common stock
or any other form of additional financing. If we are unable to achieve the
financing necessary to continue our plan of operations, then we will not be able
to continue our exploration of the Claims and our business will
fail.
GOING
CONCERN CONSIDERATION
We have
not generated any revenues since inception. As of July 31, 2009, the Company had
accumulated losses of $24,202. Our independent auditors included an explanatory
paragraph in their report on the accompanying financial statements regarding
concerns about our ability to continue as a going concern. Our financial
statements contain additional note disclosures describing the circumstances that
lead to this disclosure by our independent auditors. Our financial statements do
not include any adjustments related to the recoverability or classification of
asset-carrying amounts or the amounts and classifications of liabilities that
may result should the Company be unable to continue as a going
concern.
OFF
BALANCE SHEET ARRANGEMENTS.
We have
no off-balance sheet arrangements including arrangements that would affect our
liquidity, capital resources, market risk support and credit risk support or
other benefits.
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.
30
FOREIGN
CURRENCY TRANSLATION
The
financial statements are presented in United States dollars. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", 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 Board Statement No. 7 and
Securities and Exchange Commission Act Guide 7 for its characterization of the
Company as pre-exploration stage.
FAIR
VALUE OF FINANCIAL INSTRUMENT
The
Company's financial instrument 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 this financial
instrument. 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
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward.
BASIC
AND DILUTED NET INCOME (LOSS) PER SHARE
The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 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.
RECENT
ACCOUNTING PRONOUNCEMENTS
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.
31
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
Directors and Officers currently serving our Company is as follows:
Name
|
Age
|
Positions and Offices
|
||
Mr.
Bob Hart (1)
|
59
|
President,
Chief Executive Officer and Director
|
||
Ms.
Diane Drapper (1)
|
55
|
Secretary
&
Director
|
(1) c/o
Tycore Ventures Inc., 1802 North Carson Street, Suite 212, Carson City, Nevada
89701.
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.
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.
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.
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.
SIGNIFICANT
EMPLOYEES AND CONSULTANTS
32
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 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.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
There are
no legal proceedings that have occurred since our incorporation concerning our
directors, or control persons which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one's participation
in the securities or banking industries, or a finding of securities or
commodities law violations.
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)
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
2008
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Diane
Drapper (2)
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
2008
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1)
President and Chief Executive Officer, 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)
Secretary and Director.
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.
33
STOCK
OPTION GRANTS
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 $100,000.
DIRECTOR
COMPENSATION
Fees
|
Non-Equity
|
Nonqualified
|
||||||||||||||||||||||||||
Earned
|
Incentive
|
Deferred
|
||||||||||||||||||||||||||
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||
Name
|
Cash($)
|
Awards($)
|
Awards($)
|
Compensation($)
|
Earnings($)
|
Compensation($)
|
Total($)
|
|||||||||||||||||||||
Bob
Hart
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Diane
Drapper
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of November 23, 2009, 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.
34
The
percentages below are calculated based on 6,860,000 shares of our common stock
issued and outstanding as of November 23, 2009. We do not have any outstanding
warrant, options or other securities exercisable for or convertible into shares
of our common stock.
Name and Address
|
Number of Shares
|
|||||||||
Title of Class
|
of Beneficial Owner
|
Owned Beneficially
|
Percent of Class Owned
|
|||||||
Common
Stock:
|
Mr.
Bob Hart, President, Chief
|
2,500,000 | 36.4 | % | ||||||
Executive
Officer and Director (1)
|
||||||||||
Common
Stock:
|
Ms.
Diane Drapper,
|
2,500,000 | 36.4 | % | ||||||
Chief
Financial Officer (1)
|
||||||||||
All
executive officers and directors as a group
|
5,000,000 | 72.8 | % |
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.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Our
By-laws provide to the fullest extent permitted by law that our directors or
officers, former directors and officers, and persons who act at our request as a
director or officer of a body corporate of which we are a shareholder or
creditor shall be indemnified by us. We believe that the indemnification
provisions in our By-laws are necessary to attract and retain qualified persons
as directors and officers.
35
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company pursuant
to provisions of the State of Nevada, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
LBB &
Associates Ltd., LLP, Certified Public Accountants is our registered independent
auditor. There have not been any changes in or disagreements with accountants on
accounting and financial disclosure or any other matter.
36
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of
Tycore
Ventures Inc
(An
exploration stage company)
Carson City, NV
We have
audited the accompanying balance sheets of Tycore Ventures Inc (the "Company")
as of July 31, 2009 and 2008, and the related statements of operations,
stockholders' equity, and cash flows for the year ended July 31, 2009 and for
the periods from September 25, 2007 (inception) through July 31, 2009 and 2008.
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,
2009 and 2008, and the results of its operations and its cash flows for the year
ended July 31, 2009 and for the periods from September 25, 2007 (inception)
through July 31, 2009 and 2008 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
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
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
|
||
September
1, 2009
|
F-1
TYCORE VENTURES INC
(An
Exploration Stage Company)
Balance Sheets
July 31,
|
July 31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 35,298 | $ | 11,973 | ||||
TOTAL
CURRENT ASSETS
|
35,298 | 11,973 | ||||||
OTHER
ASSETS
|
||||||||
Mining
Claim
|
7,000 | 7,000 | ||||||
TOTAL
ASSETS
|
$ | 42,298 | $ | 18,973 | ||||
LIABILITIES
& STOCKHOLDERS' EQUITY
|
||||||||
TOTAL
LIABILITIES
|
$ | — | $ | — | ||||
STOCKHOLDERS'
EQUITY
|
||||||||
75,000,000
common shares at par value of $0.001
|
||||||||
Common
stock, ($0.001 par value, 75,000,000 shares
|
||||||||
authorized;
6,860,000 shares issued and outstanding at
|
||||||||
July
31, 2009 and 6,540,000 shares issued and outstanding
|
||||||||
at
July 31, 2008
|
6,860 | 6,540 | ||||||
Additional
paid-in capital
|
59,640 | 24,460 | ||||||
Deficit
accumulated during exploration stage
|
(24,202 | ) | (12,027 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
42,298 | 18,973 | ||||||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 42,298 | $ | 18,973 |
See
Notes to Financial Statements
F-2
TYCORE VENTURES INC
(An
Exploration Stage Company)
Statements of
Operations
Inception
|
Inception
|
|||||||||||
(September 25, 2007)
|
(September 25, 2007)
|
|||||||||||
Year Ended
|
Through
|
Through
|
||||||||||
July 31,
|
July 31,
|
July 31,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
OPERATING COSTS
|
||||||||||||
Exploration
expenditures
|
$ | 620 | $ | 3,000 | $ | 3,620 | ||||||
Management
Fees
|
12,000 | 9,000 | 21,000 | |||||||||
General
& Administative
|
24 | 27 | 51 | |||||||||
TOTAL
OPERATING COSTS
|
12,644 | 12,027 | 24,671 | |||||||||
Interest
Income
|
469 | — | 469 | |||||||||
NET
LOSS
|
$ | (12,175 | ) | $ | (12,027 | ) | $ | (24,202 | ) | |||
BASIC
EARNINGS PER SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED
AVERAGE NUMBER OF
|
||||||||||||
COMMON
SHARES OUTSTANDING
|
6,573,260 | 6,323,624 |
See
Notes to Financial Statements
F-3
TYCORE VENTURES
INC
(An
Exploration Stage Company)
Statement of Stockholders'
Equity
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Common
|
Additional
|
During
|
||||||||||||||||||
Common
|
Stock
|
Paid-in
|
Exploration
|
|||||||||||||||||
Stock
|
Amount
|
Capital
|
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 |
See
Notes to Financial Statements
F-4
TYCORE VENTURES
INC
(An
Exploration Stage Company)
Statements of Cash
Flows
Inception
|
Inception
|
|||||||||||
(September 25, 2007)
|
(September 25, 2007)
|
|||||||||||
Year Ended
|
Through
|
Through
|
||||||||||
July 31,
|
July 31,
|
July 31,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (12,175 | ) | $ | (12,027 | ) | $ | (24,202 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
provided
by (used in) operating activities:
|
||||||||||||
Donated
services
|
12,000 | 9,000 | 21,000 | |||||||||
Changes
in operating assets and liabilities:
|
— | — | — | |||||||||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(175 | ) | (3,027 | ) | (3,202 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Mining
Claim
|
— | (7,000 | ) | (7,000 | ) | |||||||
NET
CASH USED IN INVESTING ACTIVITIES
|
— | (7,000 | ) | (7,000 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Issuance
of common stock for cash
|
23,500 | 22,000 | 45,500 | |||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
23,500 | 22,000 | 45,500 | |||||||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
23,325 | 11,973 | 35,298 | |||||||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
11,973 | — | — | |||||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 35,298 | $ | 11,973 | $ | 35,298 | ||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Cash
paid during year for:
|
||||||||||||
Interest
|
$ | — | $ | — | $ | — | ||||||
Income
Taxes
|
$ | — | $ | — | $ | — |
See
Notes to Financial Statements
F-5
TYCORE
VENTURES INC
NOTES TO FINANCIAL
STATEMENTS
(An
Exploration Stage Company)
Period from September 25,
2007 (Inception) through July 31, 2009
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 not 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 an 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.
EXPLORATION
STAGE COMPANY
The
Company complies with Financial Accounting Standards Board Statement No. 7 and
Securities and Exchange Commission Act Guide 7 for its characterization of the
Company as pre-exploration stage.
F-6
TYCORE VENTURES
INC
NOTES TO FINANCIAL
STATEMENTS
(An
Exploration Stage Company)
Period from September 25,
2007 (Inception) through July 31, 2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR
VALUE OF FINANCIAL INSTRUMENT
The
Company's financial instrument 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 this financial
instrument. 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
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward.
BASIC
AND DILUTED NET INCOME (LOSS) PER SHARE
The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 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.
MINERAL PROPERTY
COSTS
The
Company has been in the exploration stage since its inception and has not
yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized
when incurred using the guidance in EITF 04-02, “WHETHER
MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS”. The
Company assesses the carrying costs for
impairment under SFAS No. 144, "ACCOUNTING
FOR IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS" at each
fiscal quarter end. When it has been
determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such
costs will be amortized using the units-of-production method over
the estimated life of the probable reserve. If mineral
properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
RECENT
ACCOUNTING PRONOUNCEMENTS
During
the year ended July 31, 2009 and subsequently, the FASB has issued a number of
financial accounting standards, none of which did or are expected to have a
material impact on AmerAlia’s results of operations, financial position, or cash
flows, with exception of:
New
Accounting Pronouncements (Adopted during fiscal year 2009)
SFAS
No. 157. In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157 (“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for its financial assets and
liabilities in the first quarter of fiscal 2009, which did not result in
recognition of a transaction adjustment to retained earnings or have a material
impact on our financial condition, results of operations or cash flows. We will
adopt the provisions for nonfinancial assets and liabilities in the first
quarter of fiscal 2010.
SFAS
159. Issued February 2007, SFAS 159 Fair Value Option for Financial
Assets and Financial Liabilities (Including an amendment of FASB Statement No.
115). SFAS 159 is effective for fiscal years beginning after
November 15, 2007. This Statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments.
SFAS
No. 165. In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
adopted SFAS No. 165 in the fourth quarter of fiscal 2009; this adoption
did not have any impact on our financial condition, results of operations or
cash flows.
New
Accounting Pronouncements (Not yet adopted)
SFAS
No. 141(R). In December 2007, the FASB issued
SFAS No. 141(R), Business Combinations (“SFAS
141(R)”), which is a revision of SFAS No. 141. In general, SFAS
No. 141(R) expands the definition of a business and transactions that are
accounted for as business combinations. In addition, SFAS No. 141(R)
generally requires all assets and liabilities of acquired entities to be
recorded at fair value, and changes the recognition and measurement of related
aspects of business combinations. SFAS No. 141(R) is effective for business
combinations with an acquisition date within fiscal years beginning on or after
December 15, 2008. The standard is required to be adopted prospectively and
early adoption is not allowed. We are in the process of determining the effect
the adoption of SFAS No. 141(R) will have on our financial condition,
results of operations or cash flows. Upon adoption of FAS 141(R), adjustments to
acquired tax contingencies for all acquisitions, regardless if they were
completed prior to the adoption of FAS 141(R), are recorded to the income
statement, rather than as an adjustment to Goodwill, if they occur anytime after
the measurement period (generally one year from the acquisition
date).
SFAS
No. 168. In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards 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. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 will have a material impact on our financial condition,
results of operations or cash flows.
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 $21,000 for donated management fees were charged
to operating and general expenses and recorded as donated capital (Additional
Paid in Capital) for the period ended July 31, 2009.
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.
F-7
TYCORE VENTURES
INC
NOTES TO FINANCIAL
STATEMENTS
(An
Exploration Stage Company)
Period from September 25,
2007 (Inception) through July 31, 2009
4. COMMON
SHARES (CONTINUED)
d) In
November 2008, the Company issued 20,000 common shares of the Company at $0.05
per share for cash proceeds of $1,000.e) In July 2009, the Company issued
150,000 common shares of the Company at $0.05 per share for cash proceeds of
$7,500.f) In July 2009, the Company issued 150,000 common shares of the Company
at $.10 per share for cash proceeds of $15,000.
At July
31, 2009, there are total of 6,860,000 shares of the Company's common shares
were issued and outstanding.
5. INCOME
TAXES
The
Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109), "Accounting for Income Taxes." 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, 2008
|
|||||||
Federal
income tax benefit attributed to:
|
||||||||
Net
operating loss
|
$ | 4,140 | $ | 4,089 | ||||
Valuation
allowance
|
(4,140 | ) | (4,089 | ) | ||||
Net
benefit
|
$ | — | $ | — |
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
At July
31, 2009, the Company had an unused net operating loss carry-forward
approximating $24,000 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2029.
F-8
[OUTSIDE
BACK COVER PAGE]
PROSPECTUS
TYCORE
VENTURES INC
1,860,000
SHARES OF
COMMON
STOCK
TO
BE SOLD BY CURRENT SHAREHOLDERS
We have
not authorized any dealer, salesperson or other person to give you written
information other than this prospectus or to make representations as to matters
not stated in this prospectus. You must not rely on unauthorized information.
This prospectus is not an offer to sell these securities or a solicitation of
your offer to buy the securities in any jurisdiction where that would not be
permitted or legal. Neither the delivery of this prospectus nor any sales made
hereunder after the date of this prospectus shall create an implication that the
information contained herein nor the affairs of the Issuer have not changed
since the date hereof.
Until
___________, 2009 (90 days after the date of this prospectus), all dealers that
effect transactions in these shares of common stock may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
THE DATE
OF THIS PROSPECTUS IS ____________, 2009
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the Company; none shall be borne by any selling
security holders.
Amount
|
||||
Item
|
(US$)
|
|||
SEC
Registration Fee
|
$ | 10.38 | ||
Transfer
Agent Fees
|
1,000.00 | |||
Legal
Fees
|
5,000.00 | |||
Accounting
Fees
|
5,000.00 | |||
Printing
Costs
|
500.00 | |||
Miscellaneous
|
1,000.00 | |||
TOTAL
|
$ | 12,510.38 |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Company's Bylaws and Articles of Incorporation provide that we shall, to the
full extent permitted by the Nevada General Business Corporation Law, as amended
from time to time (the “Nevada Corporate Law”), indemnify all of our directors
and officers. Section 78.7502 of the Nevada Corporate Law provides in
part that a corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is
presumed to be entitled to indemnification and we have the burden of proof to
overcome that presumption. Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, we must
indemnify him against the expenses which such offer or director actually or
reasonably incurred. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
RECENT
SALES OF UNREGISTERED SECURITIES
Within
the past two years we have issued and sold the following securities without
registration.
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
November 2007, we accepted subscriptions for 1,500,000 shares of our common
stock from 16 investors. The shares of common stock were sold at a purchase
price of $0.01 per share, amounting in the aggregate to $15,000. The offering
was made to non-U.S. persons in transactions pursuant to the exemption from
registration provided by Rule 903(b)(3) of Regulation S of the Securities
Act.
In June
2008, we accepted subscriptions for 40,000 shares of our common stock from 4
investors. The shares of common stock were sold at a purchase price of $0.05 per
share, amounting in the aggregate to $2,000. The offering was made to non-U.S.
persons in transactions pursuant to the exemption from registration provided by
Rule 903(b)(3) of Regulation S of the Securities Act.
In
November 2008, we accepted subscriptions for 20,000 shares of our common stock
from 2 investors. The shares of common stock were sold at a purchase price of
$0.05 per share, amounting in the aggregate to $1,000. The offering was made to
non-U.S. persons in transactions pursuant to the exemption from registration
provided by Rule 903(b)(3) of Regulation S of the Securities Act.
In July
2009, we accepted subscriptions for 150,000 shares of our common stock from 15
investors. The shares of common stock were sold at a purchase price of $0.05 per
share, amounting in the aggregate to $7,500. The offering was made to
non-U.S.
persons in transactions pursuant to the exemption from registration provided by
Rule 903(b)(3) of Regulation S of the Securities Act.
II-1
In July
2009, we accepted subscriptions for 150,000 shares of our common stock from 3
investors. The shares of common stock were sold at a purchase price of $0.10 per
share, amounting in the aggregate to $15,000. The offering was made to non-U.S.
persons in transactions pursuant to the exemption from registration provided by
Rule 903(b)(3) of Regulation S of the Securities Act.
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
The
following exhibits are filed as part of this registration
statement:
Exhibit
|
Description
|
|
3.1
|
Articles
of Incorporation of Registrant(1)
|
|
3.2
|
Bylaws
of the Registrant(1)
|
|
5.1
|
Opinion
of Law Offices of Thomas E. Puzzo, PLLC regarding the legality of the
securities being registered(2)
|
|
10.1
|
Subscription
Agreement(1)
|
|
10.2 | Letter Agreement, dated November 19, 2009, by and between the Registrant and Bob Hart | |
23.1
|
Consent
of LBB & Associates Ltd., LLP, Certified Public
Accountants
|
|
23.2
|
Consent
of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit
5.1)(2)
|
(1) Incorporated
by reference to Registrant’s Form S-1 (file no. 333-161868), filed with the
Commission on September 11, 2009.
(2)
Incorporated by reference to Registrant’s Amendment No. 1 to Form S-1 (file no.
333-161868), filed with the Commission on November 2, 2009.
UNDERTAKINGS
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales of securities are being made, a
post-effective amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
and notwithstanding the forgoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectuses filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)
Include any additional or changed material information on the plan of
distribution;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) For
determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described herein, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) that,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of this
registration statement relating to the offering, shall be deemed to be part of
and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in the registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
II-2
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Regina,
Saskatchewan, on the 23rd day of November, 2009.
TYCORE VENTURES
INC
(Registrant)
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By:
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/s/
Bob Hart
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Name:
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Bob
Hart
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Title:
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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By:
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/s/
Diane Drapper
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Name:
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Diane
Drapper
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Title:
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Chief
Financial Officer
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(Principal
Financial and Accounting
Officer)
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POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bob Hart, as his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-1
of Tycore Ventures Inc, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, grant unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the foregoing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature
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Title
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Date
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/s/ Bob Hart
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President,
Chief Executive Officer
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November
23, 2009
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Bob
Hart
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and
Director
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/s/ Diane Drapper
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Chief
Financial Officer and Director
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November
23, 2009
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Diane
Drapper
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