Attached files
file | filename |
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EX-32.1 - Hondo Minerals Corp | v177361_ex32-1.htm |
EX-31.2 - Hondo Minerals Corp | v177361_ex31-2.htm |
EX-31.1 - Hondo Minerals Corp | v177361_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(MARK
ONE)
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended January 31, 2010
OR
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _____ to ____
Commission
File No. 333-161868
TYCORE
VENTURES INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
26-1240056
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1802
North Carson Street, Suite 212
Carson
City, Nevada 89701
(Address
of principal executive offices, zip code)
(775)
887-8853
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year,
if
changed since last report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x No
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2 of the Exchange Act): Yes x No
¨
APPLICABLE
ONLY TO CORPORATE ISSUERS
As of
January 31, 2010, there were 6,860,000 shares of common stock, $0.001 par value
per share, outstanding,
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do not
check if a smaller reporting company)
TYCORE
VENTURES INC.
(A
Development Stage Company)
QUARTERLY
REPORT ON FORM 10-Q
FOR
THE PERIOD ENDED JANUARY 31, 2010
INDEX
Index
|
Page
|
|||
Part
I.
|
Financial
Information
|
|||
Item
1.
|
Financial Statements
|
|||
Balance
Sheets as of January 31, 2010 (unaudited) and July 31,
2009.
|
4
|
|||
Statements
of Operations for the three and six months ended January 31, 2010 and
2009, and the period from September 25, 2007 (Inception) to January 31,
2010 (unaudited).
|
5
|
|||
Statements
of Cash Flows for the six months ended January 31, 2010 and 2009, and the
period from September 25, 2007 (Inception) through January 31, 2010
(unaudited).
|
6
|
|||
Notes
to Financial Statements (unaudited).
|
7
|
|||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
8
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
10
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||
Item
4T.
|
Controls
and Procedures.
|
11
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||
Part
II.
|
Other
Information
|
|||
Item
1.
|
Legal
Proceedings.
|
11
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||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
11
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||
Item
3.
|
Defaults
Upon Senior Securities.
|
11
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||
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
11
|
||
Item
5.
|
Other
Information.
|
11
|
||
Item
6.
|
Exhibits.
|
11
|
||
Signatures
|
12
|
2
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q of Tycore Ventures Inc., a Nevada corporation (the
“Company”), contains “forward-looking statements,” as defined in the United
States Private Securities Litigation Reform Act of 1995. In some
cases, you can identify forward-looking statements by terminology such as “may”,
“will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of such terms and other comparable terminology. These forward-looking
statements include, without limitation, statements about our market opportunity,
our strategies, competition, expected activities and expenditures as we pursue
our business plan, and the adequacy of our available cash
resources. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Actual results may
differ materially from the predictions discussed in these forward-looking
statements. The economic environment within which we operate could
materially affect our actual results. Additional factors that could materially
affect these forward-looking statements and/or predictions include, among other
things: the volatility of minerals prices, the possibility that exploration
efforts will not yield economically recoverable quantities of minerals,
accidents and other risks associated with mineral exploration and development
operations, the risk that the Company will encounter unanticipated geological
factors, the Company’s need for and ability to obtain additional financing, the
possibility that the Company may not be able to secure permitting and other
governmental clearances necessary to carry out the Company’s exploration and
development plans, the exercise of the approximately 72.8% control the Company’s
two directors hold of the Company’s voting securities, other factors over which
we have little or no control; and other factors discussed in the Company’s
filings with the Securities and Exchange Commission (“SEC”).
Our
management has included projections and estimates in this Form 10-Q, which are
based primarily on management’s experience in the industry, assessments of our
results of operations, discussions and negotiations with third parties and a
review of information filed by our competitors with the SEC or otherwise
publicly available. We caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date
made. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
3
ITEM 1. CONDENSED
FINANCIAL STATEMENTS.
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Balance
Sheets
January
31, 2010
|
July
31, 2009
|
||||||
(unaudited)
|
|||||||
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
and cash equivalents
|
$ | 1,039 | $ | 35,298 | |||
Total
current assets
|
1,039 | 35,298 | |||||
Other
Assets
|
|||||||
Mining
Claim
|
7,000 | 7,000 | |||||
TOTAL
ASSETS
|
$ | 8,039 | $ | 42,298 | |||
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|||||||
Liabilities
|
|||||||
Loan
from Shareholder
|
$ | 2,000 | $ | - | |||
TOTAL
LIABILITIES
|
2,000 | - | |||||
STOCKHOLDERS'
EQUITY
|
|||||||
75,000,000
common shares at par value of $0.001 authorized; 6,860,000 shares issued
and outstanding at January 31, 2010 and July 31, 2009
|
6,860 | 6,860 | |||||
Additional
paid-in capital
|
65,640 | 59,640 | |||||
Deficit
accumulated during exploration stage
|
(66,461 | ) | (24,202 | ) | |||
TOTAL
STOCKHOLDERS' EQUITY
|
6,039 | 42,298 | |||||
TOTAL
LIABILITITES & STOCKHOLDERS' EQUITY
|
$ | 8,039 | $ | 42,298 |
See
Notes to Financial Statements
4
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Statements
of Operations
(unaudited)
September
25, 2007
|
||||||||||||||||||||
Three
Months
|
Three
Months
|
Six
Months
|
Six
Months
|
(Inception)
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Through
|
||||||||||||||||
January 31, 2010
|
January 31, 2009
|
January 31, 2010
|
January 31, 2009
|
January 31, 2010
|
||||||||||||||||
Operating
Costs
|
||||||||||||||||||||
Exploration
expenditures
|
$ | - | $ | - | $ | 337 | $ | 620 | $ | 3,957 | ||||||||||
Management
Fees
|
3,000 | 3,000 | 6,000 | 6,000 | 27,000 | |||||||||||||||
General
& Administative
|
18,491 | 6 | 35,922 | 12 | 35,973 | |||||||||||||||
Total
Operating Costs
|
21,491 | 3,006 | 42,259 | 6,632 | 66,930 | |||||||||||||||
Interest
Income
|
- | 469 | - | 469 | 469 | |||||||||||||||
Net
Loss
|
$ | (21,491 | ) | $ | (2,537 | ) | $ | (42,259 | ) | $ | (6,163 | ) | $ | (66,461 | ) | |||||
Basic
earnings per share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of common
shares outstanding
|
6,860,000 | 6,560,000 | 6,860,000 | 6,560,000 |
See
Notes to Financial Statements
5
TYCORE
VENTURES INC.
(An
Exploration Stage Company)
Statements
of Cash Flows
(Unaudited)
September
25, 2007
|
||||||||||||
Six
Months
|
Six
Months
|
(Inception)
|
||||||||||
Ended
|
Ended
|
Through
|
||||||||||
January
31, 2010
|
January
31, 2009
|
January
31, 2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (42,259 | ) | $ | (6,163 | ) | $ | (66,461 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
provided
by (used in) operating activities:
|
||||||||||||
Donated
services
|
6,000 | 6,000 | 27,000 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Net
cash used in operating activities
|
(36,259 | ) | (163 | ) | (39,461 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Mining
Claim
|
- | - | (7,000 | ) | ||||||||
Net
cash used in investing activities
|
- | - | (7,000 | ) | ||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds
from shareholder loans
|
2,000 | - | 2,000 | |||||||||
Issuance
of common stock for cash
|
- | 1,000 | 45,500 | |||||||||
Net
cash provided by financing activities
|
2,000 | 1,000 | 47,500 | |||||||||
Net
increase (decrease) in cash
|
(34,259 | ) | 837 | 1,039 | ||||||||
Cash
and cash equivalents at beginning of period
|
35,298 | 11,973 | - | |||||||||
Cash
and cash equivalents at end of period
|
$ | 1,039 | $ | 12,810 | $ | 1,039 | ||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Cash
paid during year for :
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
Taxes
|
$ | - | $ | - | $ | - |
See
Notes to Financial Statements
6
TYCORE
VENTURES INC.
NOTES
TO FINANCIAL STATEMENTS
(An
Exploration Stage Company)
Period
from September 25, 2007 (Inception) through January 31, 2010
(Unaudited)
|
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.
The
accompanying unaudited interim financial statements of Tycore Ventures Inc. have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
(“SEC”) and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company’s Registration Statement filed with
the SEC on Form S-1. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for
our interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements that would
substantially duplicate the disclosure contained in the audited financial
statements for fiscal 2009, as reported in the Form S-1, have been
omitted.
Subsequent
events have been evaluated through the dates the statements were
issued.
These
financial statements have been prepared on an on going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable
future. The Company anticipates future losses in the development of
its business, raising substantial 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. 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 $6,000 for donated management fees
were charged to operating and general expenses and recorded as donated capital
(Additional Paid in Capital) for the period ended January 31,
2010.
During the three months ended, a director of the Company loaned the
Company $2,000. This loan is unsecured, non-interest bearing, and has no
specific terms for repayment.
7
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The
following information should be read in conjunction with (i) the condensed
consolidated financial statements of Tycore Ventures Inc., a Nevada corporation
and development stage company, and the notes thereto appearing elsewhere in this
Form 10-Q together with (ii) the more detailed business information and the July
31, 2009 audited financial statements and related notes included in the
Company’s most recent Form S-1 as filed with the Securities and Exchange
Commission. Statements in this section and elsewhere in this Form
10-Q that are not statements of historical or current fact constitute
“forward-looking” statements
Tycore
Ventures Inc. (“Company”) was incorporated in the State of Nevada on September
25, 2007 and established a fiscal year end of July 31. It is a
development-stage Company.
Going
Concern
To date
the Company has no operations or revenues and consequently has incurred
recurring losses from operations. No revenues are anticipated until
we complete the financing from our Form S-1 registration statement filed with
the SEC and effective on December 11, 2009 (the “Form S-1 Registration
Statement”) and implement our initial business plan. The ability of
the Company to continue as a going concern is dependent on raising capital to
fund our business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to
the Company’s ability to continue as a going concern.
Our
activities have been financed from the proceeds of share subscriptions. From our
inception to January 31, 2010, we have raised a total of $45,500 from private
offerings of our common stock.
The
Company plans to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be able to
raise any capital through this or any other offerings.
CRITICAL
ACCOUNTING POLICIES
The
discussion and analysis of our financial condition and results of operations are
based on our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States (“US GAAP”). The preparation of these condensed
consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates based on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions. We have identified the policies
below as critical to our business operations and to the understanding of our
financial results:
Basis of
Presentation
The
Company reports revenues and expenses using the accrual method of accounting in
accordance with accounting principles generally accepted in the United States
(“US GAAP”) for financial and tax reporting purposes.
Cash and Cash
Equivalent
The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
8
Foreign Currency
Translation
The
financial statements are presented in United States dollars. In
accordance with Accounting Standards Codification “ASC 830”, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non-monetary assets and
liabilities are translated at exchange rates prevailing at the transaction
date. Revenue and expenses are translated at average rates of
exchange during the periods presented. Related translation
adjustments are reported as a separate component of stockholders’ equity
(deficit), whereas gains or losses resulting from foreign currency transactions
are included in results of operations.
Basic and Diluted Net Loss
Per Share
Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the
potential dilution of securities that could share in the losses of the
Company.
Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
PLAN
OF OPERATION
Our plan
of operation for the twelve months following this quarter 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 $15,000 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
$34,000. 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 phases 1 and 2.
BUDGET
$
|
||||
Phase
1
|
7,000 | |||
Phase
2
|
12,000 | |||
Phase
3
|
75,000 | |||
Total
|
94,000 |
We plan
to commence Phase 1 of the exploration program on the claim in late 2010. 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.
9
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 fall 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.
Results
of Operations
Three
and Six-Month Periods Ended January 31, 2010
We
recorded no revenues for the three and six months ended January 31,
2010. From the period of September 25, 2007 (inception) to January
31, 2010, we recorded no revenues.
General
and administrative expenses were $18,491 and management fees were $3,000 for the
three months ending January 31, 2010. General and administrative
expenses were $35,922 and management fees were $6,000 for the six months ending
January 31, 2010. Operating expenses, consisting solely of
general and administrative expenses in this second quarter of 2009-2010 consist
primarily of filing fees, license and permits, share transfer fees, and
accounting and legal fees. From the period of September 25, 2007
(inception) to January 31, 2010, we incurred operating expenses of
$66,930.
Liquidity
and Capital Resources
At
January 31, 2010, we had a cash balance of $1,039. We do not have
sufficient cash on hand to commence Phase 3 of our exploration program or to
fund our ongoing operational expenses beyond 12 months. We will need to raise
funds to commence our exploration program and fund our ongoing operational
expenses. 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 and ongoing operational
expenses. In the absence of such financing, our business will likely
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.
Subsequent
Events
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
As a
smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are
not required to provide the information called for by this Item
3.
10
ITEM
4. CONTROLS AND PROCEDURES.
Under the
supervision and with the participation of our management, our principal
executive officer and our principal financial officer are responsible for
conducting an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the fiscal year
covered by this report. Disclosure controls and procedures means that
the material information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms relating to our company, including
any consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
Based on this evaluation, our principal executive officer and principal
financial officer concluded as of the evaluation date that our disclosure
controls and procedures were effective as of January 31, 2010.
There
were no changes in the Company’s internal controls over financial reporting
during the most recently completed fiscal quarter that have materially affected
or are reasonably likely to materially affect the Company’s internal control
over financial reporting.
PART
II. OTHER INFORMATION
The
Company is not currently subject to any legal proceedings. From time
to time, the Company may become subject to litigation or proceedings in
connection with its business, as either a plaintiff or
defendant. There are no such pending legal proceedings to which the
Company is a party that, in the opinion of management, is likely to have a
material adverse effect on the Company’s business, financial condition or
results of operations.
As a
smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are
not required to provide the information called for by this Item 1A.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
5. OTHER INFORMATION.
None.
ITEM
6. EXHIBITS.
(a) Exhibits
required by Item 601 of Regulation SK.
11
Number
|
Description
|
|
3.1
|
Articles
of Incorporation*
|
|
3.2
|
Bylaws*
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
*Filed as
an Exhibit to the Company’s Registration Statement on Form S-1, as amended (File
No. 333-161868), as filed with the Securities and Exchange Commission on
September 11, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TYCORE
VENTURES INC.
|
|||
(Name
of Registrant)
|
|||
Date: March
16, 2009
|
By:
|
/s/ Bob
Hart
|
|
Name:
Bob Hart
|
|||
Title:
President and Chief Executive
Officer
|
12
EXHIBIT
INDEX
Number
|
Description
|
|
3.1
|
Articles
of Incorporation*
|
|
3.2
|
Bylaws*
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
*Filed as
an Exhibit to the Company’s Registration Statement on Form S-1, as amended (File
No. 333-161868), as filed with the Securities and Exchange Commission on
September 11, 2009.
13