Unaudited Combined Pro Forma Financial Information
On February 3, 2011, Hondo Minerals, Inc. ("Hondo"), a Nevada corporation merged with Tycore Ventures, Inc. (the "Company" or "Tycore") also a Nevada corporation, pursuant to a Share Exchange Agreement (the"Agreement") and filed with the Secretary of State of Nevada. Under the terms of the Agreement, each share of Hondo Minerals, Inc was converted into an equal number of shares of Tycore.
The Company is a publicly registered corporation with no significant operations prior to the merger. For accounting purposes, Hondo shall be the surviving entity. Accordingly, Tycore's historical financial statements are those of Hondo immediately following the consummation of the reverse merger.
The unaudited combined pro forma statements of operations for Tycore and Hondo for the year ended July 31, 2010 and the three month period ended October 31, 2010 gives effect to the acquisition as if the transaction had taken place on August 1, 2009 and 2010. The unaudited combined pro forma balance sheet gives effect to the acquisition as if the transaction had taken place on October 31, 2010 and combines Tycore and Hondo's unaudited balance sheet as of October 31, 2010.
These pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company's financial position would have been if such transactions had occurred on the above mentioned date. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
Hondo Minerals Inc. |
Unaudited Combined Pro Forma Balance Sheet |
October 31, 2010 |
| | | | | | | | | | | | | |
| | | | | | | Hondo | | Tycore | | Pro Forma | | Pro Forma |
| | | | | | | Minerals | | Ventures | | Adjustments | | Combined |
Assets | | | | | | | |
Current Assets: | | | | | | | | | | | | |
| Cash and cash equivalents | | | $ 27,347 | | $601 | | $ (601) | (a) | $27,347 |
| Receivable - ANTS | | | | 23,004 | | - | | - | | 23,004 |
| | Current Assets | | | | 50,351 | | 601 | | (601) | | 50,351 |
| | | | | | | | | | | | | |
Equipment, Buildings, and Properties: | | | | | | | | | |
| Equipment | | | | | 65,409 | | - | | - | | 65,409 |
| Buildings | | | | | 18,958 | | - | | - | | 18,958 |
| Land and Mining Properties | | | 2,100,066 | | 7,000 | | (7,000) | (a) | 2,100,066 |
| | Net Equipment, Buildings, and Properties | 2,184,433 | | 7,000 | | (7,000) | | 2,184,433 |
| | | | | | | | | | | | | |
| Investments | | | | | 100 | | - | | - | | 100 |
| | | | | | | | | | | | | |
Total Assets | | | | | | $ 2,234,884 | | $ 7,601 | | $ (7,601) | | $2,234,884 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | |
Liabilities: | | | | | | | | | | | | |
| Accounts Payable | | | | $ 10,304 | | $ - | | $ - | | $ 10,304 |
| Accounts Payable - Related Party | | | 52,454 | | 16,250 | | (16,250) | (a) | 52,454 |
| | Total liabilities | | | | 62,758 | | 16,250 | | (16,250) | | 62,758 |
| | | | | | | | | | | | | |
Shareholders' Equity: | | | | | | | | | | | |
| Common Stock, $.001 par value, 100,000,000 shares authorized | | | | | | | |
| 19,326,000 issued and outstanding at Oct 31, 2010 | 19,326 | | - | | (19,326) | (b) | - |
| Common Stock, $.001 par value, 75,000,000 shares authorized | | | | | | | |
| 6,860,000 issued and outstanding in historical column, and | | | | | | | |
| 28,518,140 issued and outstanding in pro forma column | | | 6,860 | | 21,658 | (c) | 28,518 |
| Treasury Stock | | | | | (12,921) | | | | 12,921 | (b) | - |
| Additional Paid in Capital | | | | 3,870,419 | | 74,640 | | (81,500) | (a) | |
| | | | | | | | | | | 19,326 | (b) | |
| | | | | | | | | | | (12,921) | (b) | |
| | | | | | | | | | | (21,658) | (c) | 3,848,306 |
| Retained Deficit | | | | (1,704,698) | | (90,149) | | 90,149 | (a) | (1,704,698) |
| | Total shareholders' equity | | | 2,172,126 | | (8,649) | | 8,649 | | 2,172,126 |
| | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | | $ 2,234,884 | | $ 7,601 | | $ (7,601) | | $2,234,884 |
| | | | | | | | | | | | | |
Hondo Minerals Inc. |
Unaudited Combined Pro Forma Income Statement |
For the Three Months Ended October 31, 2010 |
| | | | | | | | | |
| | Hondo | | Tycore | | Pro Forma | | Pro Forma |
| | Minerals | | Ventures | | Adjustments | | Combined |
Revenue: | | | | | | | | | |
| Mineral Sales | $ - | | $ - | | $ - | | $ - |
| | | | | | | | | |
Operating Expenses: | | | | | | | |
| Director Fees | 62,800 | | 3,000 | | - | | 65,800 |
| Business Development | 5,000 | | - | | - | | 5,000 |
| Travel | 33,800 | | - | | - | | 33,800 |
| Consulting Fees | 47,023 | | - | | - | | 47,023 |
| Filing Fees | 345 | | - | | - | | 345 |
| Corporate General and Administrative | 12,955 | | 3,178 | | - | | 16,133 |
| | | | | | | | |
Loss from operations | (161,923) | | (6,178) | | - | | (168,101) |
| | | | | | | | |
| Interest expense and Loan Origination Fees | (16,500) | | - | | - | | (16,500) |
| Other Income | - | | - | | - | | - |
| | | | | | | | |
New Income (loss) | $ (178,423) | | $ (6,178) | | $ - | | $ (184,601) |
| | | | | | | | |
| Loss per common share | | | $(0.00) | | | | ($0.01) |
| | | | | | | | |
| Weighted average common shares outstanding | | | 6,860,000 | | 21,658,140 | ( c) | 28,518,140 |
| | | | | | | | |
Hondo Minerals, Inc.
Notes to Unaudited Combined Pro Forma Statement of Operations
NOTE 1--Basis of Presentation
The unaudited pro forma combined balance sheet as of October 31, 1010 was based on the unaudited balance sheet of Tycore Ventures, Inc. ("the Company") and the unaudited balance sheet of Hondo Minerals, Inc. as of October 31, 2010 combined with pro forma adjustments to give effect to the merger as if it occurred on October 31, 2010.
The unaudited combined statement of operations of the Company for the 3 month period ended October 31, 2010 were derived from the statement of operations as reported with the 10-Q filed on December 9, 2010.
These pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company's financial position would have been if such transactions had occurred on the above mentioned date. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
The following pro forma adjustments are incorporated into the unaudited combined pro forma balance sheet as of October 31, 2010 and the unaudited combined pro forma statement of operations for the three months ended October 31, 2010.
(a) To eliminate assets, liabilities, and retained deficit of the Company.
(b) To eliminate the capital structure of Hondo Minerals, Inc.
(c) To record Company common shares issued at merger.