-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZZDjw0CKJ3PyNr3nzN+9QLBEtqDTFYxMv8WMl0+lij8qDP1ZAorLXShgc8Yc9ej Sqd7CcgO0SaM7Wcg92uYEQ== 0001165527-09-000665.txt : 20090911 0001165527-09-000665.hdr.sgml : 20090911 20090911124740 ACCESSION NUMBER: 0001165527-09-000665 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20090911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tycore Ventures Inc CENTRAL INDEX KEY: 0001471136 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-161868 FILM NUMBER: 091064726 BUSINESS ADDRESS: STREET 1: 4246 ALBERT ST SUITE 252 CITY: REGINA STATE: A9 ZIP: S4S 3R9 BUSINESS PHONE: 647 723 7333 MAIL ADDRESS: STREET 1: 4246 ALBERT ST SUITE 252 CITY: REGINA STATE: A9 ZIP: S4S 3R9 S-1 1 g3447.txt FORM S-1 OF TYCORE VENTURES As filed with the Securities and Exchange Commission on September 11, 2009 Registration No. 333-______ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TYCORE VENTURES INC (Exact name of registrant as specified in its charter)

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. [ ] 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 [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE

(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 a market develops 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 ---- Prospectus Summary 3 Risk Factors 5 Risk Factors Relating to Our Company 5 Risk Factors Relating to Our Common Stock 7 Use of Proceeds 10 Determination of Offering Price 10 Selling Security Holders 10 Plan of Distribution 12 Description of Securities 15 Experts 17 Interests of Named Experts and Counsel 17 Description of Business 17 Our Executive Offices 25 Legal Proceedings 25 Market for Common Equity and Related Stockholder Matters 26 Management's Discussion and Analysis of Financial Condition and Results of Operations 27 Directors, Executive Officers, Promoters and Control Persons 31 Executive Compensation 32 Security Ownership of Certain Beneficial Owners and Management 33 Certain Relationships and Related Transactions 34 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 34 Where You Can Find More Information 35 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 35 Financial Statements F-1 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. THE OFFERING Securities offered: The selling stockholders are offering hereby up to 1,860,000 shares of common stock. 3 Offering price: $0.10 per share of common stock until a market develops Shares outstanding prior to offering: 6,860,000 Shares outstanding after offering: 6,860,000 Market for the common There is no public market for our shares. Our shares: 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. Use of proceeds: We will not receive any proceeds from the sale of shares by the selling security holders 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 $35,298. July 31, 2009 ($) Financial Summary ----------------- Cash and Deposits 35,298 Total Assets 42,298 Total Liabilities -- Total Stockholder's Equity 42,298 Accumulated From September 25, 2007 (Inception) to July 31, 2009 ($) -------------------------------- Statement of Operations Exploration Expenditures 3,620 Total Expenses 24,671 Net Loss for the Period 24,202 Net Loss per Share 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. The following risks are in addition to numerous other risks that are typical of exploration stage resource companies. Additional risks not presently known to us may also impair our business operations. 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. WE MAY NOT BE ABLE TO SELL OUR COMMON STOCK AND FUNDING WOULD NOT BE AVAILABLE FOR CONTINUED OPERATIONS. 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 Loda 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, we may have to cease our operations. 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. 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 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 significantly influence 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. 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 7 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. 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 September 10, 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 8 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. 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. 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 September 10, 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 10 Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 6,860,000 shares of our common stock issued and outstanding as of September 10, 2009. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

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: * 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 14 participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution. 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. BLUE SKY RESTRICTIONS ON RESALE When a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling stockholders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemptions from registration of secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling stockholder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock. Any person who purchases shares of our common stock from a selling stockholder pursuant to this prospectus, and who subsequently wants to resell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from. 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 as of September 10, 2009. The following is a summary of the shares issued by the Company to date: a) In October 2007, the Company issued 2,500,000 common shares of the Company to each of the two Directors at $0.001 per share for cash proceeds of $5,000. b) In November 2007, the Company issued 1,500,000 common shares of the Company at $0.01 per share for cash proceeds of $15,000. c) In June 2008, the Company issued 40,000 common shares of the Company at $0.05 per share for cash proceeds of $2,000. d) In November 2008, the Company 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 $0.10 per share for cash proceeds of $15,000. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of a majority of shares of common stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro-rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. PREFERRED STOCK Our Articles of Incorporation does not provide for the issuance of preferred stock. WARRANTS AND OPTIONS As of September 10, 2009 there were no stock purchase warrants or options issued and outstanding. 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. DESCRIPTION OF BUSINESS We are an exploration stage company formed for the purposes of acquiring, exploring, and if warranted and feasible, developing natural resource properties. We have recently commenced our mineral exploration business and our operations to date have been limited to raising capital and researching and acquiring mineral claims in Nevada, USA. ORGANIZATION WITHIN THE LAST FIVE YEARS On September 25, 2007, the Company was incorporated under the laws of the State of Nevada for the purpose of conducting mineral exploration activities. We were 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 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 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 Regulation S of the Securities Act. 17 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 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 Regulation S of the Securities Act. 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 Regulation S of the Securities Act. In November 2007, the Silver Gem Lode Claim, comprising 20 acres, was located and filed in the Clark County recorder's office in Las Vegas, NV. We engaged Mr. Laurence Sookochoff, a professional engineer, to review the geologic premise and information upon which the claim was acquired, and to provide a technical report as to its merit as an exploration prospect, including recommendations on appropriate next steps. The report on the claims, entitled Geological Evaluation Report on the Silver Gem Lode Mining Claim is dated January 31, 2008 and describes the mineral claim (tenures, location and access) and the regional, local and property geology. It also includes relevant information on targeted deposit types and mineralization, and recommendations with associated budgets, regarding the initial strategy that should be followed in exploring the claim. We intend to conduct exploratory activities on the claim and if feasible, develop the claim. EXPLORATORY ACTIVITIES We have not commenced any work on the property. Our initial objective will be to conduct a three- stage exploration program as outlined in the recommendations of the technical report and summarized below. Mineral exploration activities at the early exploration stage generally consist of acquiring and evaluating one or more mineral properties, including conducting geological exploration work on the properties in order to assess their potential for economically viable mineral deposits. There is presently no known commercially viable deposit on our claims and exploratory work is required to adequately assess the mineral potential of the property, if any. PROPERTY DESCRIPTION, LOCATION AND ACCESS 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 on November 30, 2007 as No 3362 File 080 Page 0085 in the official records book No 20071130. The Silver Gem Lode Claim is located within Sections 33 & 34 Range 58E, Township 25S at the easternmost portion of the Yellow Pine Mining District of Clark County, Nevada. 18 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. In addition to the State regulations, 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 until 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. PHYSIOGRAPHY, CLIMATE, VEGETATION & WATER The Silver Gem Lode Claim is situated 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. HISTORY The history of the Yellow Pine Mining District stems from 1856 when Mormon missionaries reported ore in the area. In 1857 the smelting of ore produced 9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. 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 railroad 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. Although less famous than many of the other mining districts of the Great Basin it nevertheless ranks second only to Tonopah in total Nevada lead and zinc production. During World War I this district was one of the most productive in the West, but by the end of World War II only a few mines remained in operation. Even though the mines of the district have been worked primarily for their lead-zinc-silver values, an estimated 91,000 ounces of gold has been recovered as a by-product of copper-lead-silver mining. 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 workings is included in production from the mines within the immediate area of the Silver Gem Lode Claim including 19 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. [MAP SHOWING THE CLAIM LOCATION] 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 20 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. Permian: Red beds Mississippian to Permian: Bird Spring Formation Local erosional unconformity Mississippian: Monte Cristo Limestone: Yellowpine Limestone member Arrowhead Limestone Member Bullion Dolomite Member Anchor Limestone Member Dawn Limestone Member Devonian: Sultan Limestone: Crystal Pass Limestone Member Valentine Limestone Member Ironside Dolomite Member Cambrian to Devonian(?): Goodsprings Dolomite 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. Normal faulting has received much less study, despite its close association with many ore deposits in the district. Hewett (1931) suggested normal faulting began in the early Cretaceous and continue through the Tertiary. Albritton, et al (1954) adopted the more recent theory that all normal faulting is related to Basin and Range extension and thus is no older than Miocene. Burchfiel and Davis (1988) also restrict normal faulting to the Tertiary, but concede some of the thrust faults may have been reactivated as low angle normal faults during early Tertiary. 21 [MAP SHOWING THE CLAIM TOPOGRAPHY] 22 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 retricted 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. 23 [MAP SHOWING THE REGIONAL GEOLOGY] 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. 24 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. 25 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 September 10, 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. 26 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 ====== 27 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 $5,000 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. 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. 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 28 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. 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 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. 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. 29 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. 30 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 inception. Mr. Hart holds a Bachelor of Commerce Degree from Ryerson University, Canada. Mr. Hart is a retired hockey coach for the City of Regina. DIANE DRAPPER Ms. Drapper has been our Secretary, Chief Financial Officer and Director since incorporation. Ms. Drapper holds a Masters Degree of Education from Ryerson University, Canada. Ms. Drapper has been employed for the last ten years as a Human Relations officer for Telus Canada. 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 Other than our officers and directors, we currently have no other significant employees. 31 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 three 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. EXECUTIVE COMPENSATION 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.

- ---------- (1) President and Chief Executive Officer, and Director. (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. 32 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 We are not presently a party to any employment or consulting agreement. This is consistent with the practice of many early stage junior mining companies as cash resources must be conserved for exploration related activities and mineral property costs. We will review the requirement for employment agreements upon our operations increasing in significance. DIRECTOR COMPENSATION The following table sets forth director compensation as of September 10, 2009:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table lists, as of September 10, 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. 33 The percentages below are calculated based on 6,860,000 shares of our common stock issued and outstanding as of September 10, 2009. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

- ---------- (1) c/o Tycore Ventures Inc., 1802 North Carson Street, Suite 212, Carson City, Nevada 89701. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None of the following parties has, since our inception on September 25, 2007, had any interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will affect us: * Any of our directors or officers; * Any person proposed as a nominee for election as a director; * Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; * Any of our promoters; * Any relative or spouse of any of the foregoing persons who has the same house as such person. There have been no assets acquired or are any assets to be acquired or expenses incurred any of the above mentioned parties. The company pays Bob Hart a monthly fee of $1,000 for management services which also include the use of office space. There is no written agreement and either party can cancel with 30 days notice. 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. 34 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 Upon the effectiveness of the registration statement to which this prospectus forms a part of, we will commence filing annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). You may read and copy any reports, statements or other information on file at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains the reports, proxy statements and other information on which we file electronically with the SEC. The SEC's website is located at http://www.sec.gov. We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, omits certain of the information set forth in the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement and the exhibits filed as a part thereof. Statements contained in this prospectus as to the content of any contract or other documents referred to are not necessarily complete, and in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by this reference. The registration statement and exhibits can be inspected and copied at the public reference section at the SEC's Public Reference Room in Washington D.C. noted above. The registration statement and exhibits can also be reviewed on the SEC's Internet site at http://www.sec.gov. You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. 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. 35 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 - --------------------------------------------------------------------------------

See Notes to Financial Statements F-2 TYCORE VENTURES INC (An Exploration Stage Company) Statements of Operations - --------------------------------------------------------------------------------

See Notes to Financial Statements F-3 TYCORE VENTURES INC (An Exploration Stage Company) Statement of Stockholders' Equity - --------------------------------------------------------------------------------

See Notes to Financial Statements F-4 TYCORE VENTURES INC (An Exploration Stage Company) Statements of Cash Flows - --------------------------------------------------------------------------------

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. 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. 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. 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. 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: July 31, 2009 ------------- Deferred tax attributed: Net operating loss carryover $ 8,229 Less: change in valuation allowance (8,229) ------- Net deferred tax asset $ -- ======= 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 Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our Bylaws. Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Certificate of Incorporation. Our Certificate of Incorporation does not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct. Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws. II-1 Our bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees. Our directors cause us to purchase and maintain insurance for the benefit of a person who is or was serving as our director, officer, employee or agent, or as a director, officer, employee or agent or our subsidiaries, and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable. 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 II-2 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 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 3.2 Bylaws of the Registrant 5.1 Opinion of Law Offices of Thomas E. Puzzo, PLLC regarding the legality of the securities being registered 10.1 Subscription Agreement 23.1 Consent of LBB & Associates Ltd., LLP, Certified Public Accountants 23.2 Consent of Tom Puzzo, Esq. (included in Exhibit 5.1) 23.3 Consent of Laurence Sookochoff, P.Eng. 99.1 Report of Laurence Sookochoff, P.Eng. dated January 31, 2008 UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales 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, as amended (the "Securities Act"); (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the 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 prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in 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; and (iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. II-3 (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 undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer 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 small business issuer 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 small business issuer relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and (iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, 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 a 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-4 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 Carson City, Nevada, on the 10th day of September, 2009. TYCORE VENTURES INC (Registrant) By: /s/ Bob Hart ------------------------------------------------ Name: Bob Hart Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ Diane Drapper ------------------------------------------------ Name: Diane Drapper Title: Chief Financial Officer (Principal Financial and Accounting Officer) 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.

II-5 EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 Seal Secretary of State State of Nevada CORPORATE CHARTER I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that TYCORE VENTURES INC, did on September 25, 2007 file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on September 25, 2007 /s/ Ross Miller ROSS MILLER Secretary of State By /s/ Certification Clerk Articles of Incorporation of Tycore Ventures Inc FIRST: The name of the corporation is Tycore Ventures Inc SECOND: The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701. The corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada. THIRD: The objects for which this corporation is formed are to engage in any lawful activity, including, but not limited to: a. Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law. b. May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized. c. Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually or until dissolved and its affairs wound up according to law. d. Shall have power to sue and be sued in any court of law or equity. e. Shall have power to make contracts. f. Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any state, territory or country. g. Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation. h. Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders. i. Shall have power to wind up and dissolve itself, or be wound up or dissolved. j. Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation my use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document. k. Shall have the power to borrow money and contract debts when necessary for the transaction of it business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; o issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, where secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object l. Shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all rights, powers and privileges of ownership, including the right to vote, if any. m. Shall have the power to purchase, hold, sell and transfer shares of its own capital stock. n. Shall have the power to conduct business, have more than one office, and conduct any legal activity in the State of Nevada and any of the several states of the United States and any foreign countries. o. Shall have power to do all and everything necessary and proper for the accomplishments of the objects enumerated in its certificate or articles of incorporation or any amendments thereto. p. Shall have the power to make donations for the public welfare or for charitable, scientific or educational purposes. q. Shall have the power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law. FOURTH: The total number of common stock authorized that may be issued by the corporation is seventy five million (75,000,000) shares of stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. The corporation may from time to time issue said shares for such consideration as the Board of Directors may fix. FIFTH: The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1). The first Board of Directors shall be three (3) in number and the name and post office address of these Directors are: Name: Daniel A. Kramer Address: 1802 N. Carson Street, Suite 212 Carson City, NV 89701 SIXTH: The capital stock of the corporation, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation. SEVENTH: The name and post office address of the Incorporator signing the Articles of Incorporation is as follows: Name: Daniel A. Kramer Address: 1802 N. Carson Street, Suite 212 Carson City, NV 89701 EIGHTH: The Resident Agent for this corporation shall be VAL-U-CORP SERVICES, INC. 2 The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be: 1802 N. Carson Street, Suite 212, Carson City, NV 89701. NINTH: The corporation is to have a perpetual existence. TENTH: In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized: a. Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or amend the By-Laws of the corporation. b. To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation. c. By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in the resolution, or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. d. When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchised, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation. ELEVENTH: No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. TWELFTH: No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer of for any act or omission of any such director or officer; however, the foregoing provision shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of this corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification. THIRTEENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon the Stockholders herein are granted subject to this reservation. 3 I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Laws of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying the facts herein stated are true, and accordingly have hereunto set my hand September 24, 2007. /s/ Daniel A. Kramer - ------------------------------ Daniel A. Kramer, Incorporator 4 EX-3.2 3 ex3-2.txt BYLAWS Exhibit 3.2 BYLAWS OF TYCORE VENTURES INC. (A NEVADA CORPORATION) ARTICLE I Meetings of Stockholders and Other Stockholder Matters SECTION 1. Annual Meeting. An annual meeting of the stockholders of Tycore Ventures Inc. (hereinafter, the "Corporation") shall be held for the election of directors and for the transaction of such other proper business at such time, date and place, either within or without the State of Nevada, as shall be designated by resolution of the Board of Directors from time to time. SECTION 2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board of Directors, or by a committee of the Board of Directors that has been designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, and shall be held at such time, date and place, either within or without the State of Nevada, as shall be designated by resolution of the Board of Directors or such committee. Special meetings of stockholders may not be called by any other person or persons. SECTION 3. Notice of Meetings. Written notice of each meeting of the stockholders, which shall state the time, date and place of the meeting and in the case of a special meeting, the purpose or purposes for which it is called, shall, unless otherwise provided by applicable law, the Articles of Incorporation or these bylaws, be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder entitled to vote at such meeting, and, if mailed, it shall be deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Whenever notice is required to be given, a written waiver thereof signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. SECTION 4. Adjournments. Any meeting of the stockholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any such adjourned meeting at which a quorum may be present, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 5. Quorum. Except as otherwise provided by Nevada law, the Articles of Incorporation or these bylaws, at any meeting of the stockholders the holders of a majority of the shares of stock, issued and outstanding and entitled to vote, shall be present in person or represented by proxy in order to constitute a quorum for the transaction of any business. In the absence of a quorum, the holders of a majority of the shares present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time in the manner described in Section 4 of this Article I. SECTION 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the President or, in his absence or inability to act, a Vice President or, in the absence or inability to act of such persons, any person designated by the Board of Directors, or in the absence of such designation, any person chosen by a majority of those stockholders present in person or represented by proxy, shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, any person appointed by the chairman of the meeting shall act as secretary of the meeting and keep the minutes thereof. SECTION 7. Notice of Business . At any annual meeting of the stockholders of the Corporation, only such business shall be conducted as shall have been brought before the meeting. To be properly brought before an annual meeting, such business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (iii) otherwise properly brought before the meeting by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 7, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 7. For business to be properly brought before an annual meeting of the stockholders by a stockholder, the stockholder shall have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received by the Secretary at the principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and, in the event that such business includes a proposal to amend any document, including these bylaws, the language of the proposed amendment, (b) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder and (d) any material interest of such stockholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting of the stockholders except in accordance with the procedures set forth in this Section 7. The chairman of the annual meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this 2 Section 7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with respect to matters set forth in this Section 7. SECTION 8. Order of Business; Conduct of Meetings. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. SECTION 9. Voting; Proxies. Unless otherwise provided by Nevada law or in the Articles of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock which has voting power upon the matter in question held by such stockholder either (i) on the date fixed pursuant to the provisions of Section 10 of Article I of these bylaws as the record date for the determination of the stockholders to be entitled to notice of or to vote at such meeting; or (ii) if no record date is fixed, then at the close of business on the day next preceding the day on which notice is given. Each stockholder entitled to vote at any meeting of the stockholders may authorize another person or persons to act for him by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. 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. Unless required by Nevada law, or determined by the chairman of the meeting to be advisable, the vote on any question other than the election of directors need not be by written ballot. On a vote by written ballot, each written ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and shall state the number of shares voted. SECTION 10. Fixing of Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 11. Fixing a Record Date for Other Purposes . In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors 3 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 12. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. SECTION 13. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders. SECTION 14. Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 12 of this Article I, the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders. ARTICLE II Board of Directors SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do 4 all such lawful acts and things as are not, by Nevada law or the Articles of Incorporation, directed or required to be exercised or done by the stockholders. SECTION 2. Number, Qualification. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time by affirmative vote of a majority of the directors then in office. SECTION 3. Elections And Terms. The Board of Directors, other than those who may be elected by the holders of any classes or series of stock having a preference over the common stock as to dividends or upon liquidation, shall be elected for a term ending at the next following Annual Meeting of Stockholders and until their successors have been duly elected and qualified. SECTION 4. Newly Created Directorships And Vacancies. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Except as otherwise provided under Nevada law, newly created directorships and vacancies resulting from any cause may not be filled by any other person or persons. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term and until such director's successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any director then in office. SECTION 5. Removal and Resignation. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of two-thirds of the outstanding shares of stock entitled to vote generally in the election of directors. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 6. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election by the stockholders as directors of the Corporation. Nominations of persons for election as directors of the Corporation may be made at an annual meeting of stockholders (i) by or at the direction of the Board of Directors; (ii) by any nominating committee or persons appointed by the Board of Directors; or (iii) by any stockholder of the Corporation entitled to vote for the election of 5 directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary of the Corporation shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as now or hereafter amended; and (b) as to the stockholder giving the notice, (i) the name and record address of such stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election by the stockholders as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The chairman of the annual meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. SECTION 7. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times as the Board of Directors may from time to time determine. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by Nevada law or these bylaws. SECTION 8. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by the Chairman of the Board of Directors, the President or by a majority of the entire Board of Directors. SECTION 9. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 9, in which notice shall be stated the time and place of the meeting. Except as otherwise required by Nevada law or these bylaws, such notice need not state the purpose(s) of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to such director at such director's residence or usual place of business, by registered mail, return receipt requested delivered at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to such director at such place by electronic mail, telegraph, telex, cable or wireless, or be delivered to such director personally, by facsimile or by telephone, at least 24 hours before the 6 time at which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. SECTION 10. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the whole Board of Directors shall be present in person or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting; and, except as otherwise required by Nevada law, the Articles of Incorporation or these bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such. SECTION 11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors. SECTION 12. Telephonic Participation. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in such a meeting shall constitute presence in person at such meeting. SECTION 13. Organization. At each meeting of the Board, the Chairman of the Board or, in his absence or inability to act, the Chief Executive Officer or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence or inability to act, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof. SECTION 14. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. 7 ARTICLE III Committees SECTION 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may fill vacancies in, change the membership of, or dissolve any such committee. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified member. Any such committee, to the extent provided by Nevada law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board of Directors when required. All such proceedings shall be subject to revision or alteration by the Board of Directors; provided, however, that third parties shall not be prejudiced by such revision or alteration. SECTION 2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws. SECTION 3. Standing Committees. Notwithstanding anything contained in this Article III to the contrary, the Board of Directors shall maintain two (2) standing committees consisting of (i) a Corporate Governance Committee; and (2) an Audit Committee. The Corporate Governance Committee shall consist of at least three (3) members of the Board of Directors who are "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and who are "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Corporate Governance Committee shall have the power and authority to recommend general compensation polices to the full Board of Directors, oversee the Corporation's compensation plans, establish the compensation levels for the Corporation's Chief Executive Officer and other Executive Officers and advise the full Board of Directors on general compensation policies for the Company's Executive Officers. The Audit Committee shall consist of at least three (3) members of the Board of Directors, none of which shall also serve as an Executive Officer of the Corporation. The Audit Committee shall have the power and authority to review and report to the full Board of Directors with respect to the selection, retention, termination and terms of engagement of the Corporation's independent public accountants and maintain communications among the Board of Directors, the independent public accountants and the Corporation's internal accounting staff with respect to accounting and audit procedures. The Audit Committee shall also 8 have the power and authority to review the Corporation's processes, internal accounting and control procedures and policies and related matters with the Corporation's management. ARTICLE IV Officers SECTION 1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period that it may deem advisable unless otherwise required by Nevada law. SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The Chief Executive Officer shall appoint persons to other officers as he or she deems desirable and such appointments, if any, shall serve at the pleasure of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. SECTION 3. Resignations. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 4. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting of the Board of Directors or, except in the case of an officer or agent elected or appointed by the Board of Directors, by the Chief Executive Officer, but any such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 5. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled for the unexpired portion of the term of the office which shall be vacant by the Board of Directors at any special or regular meeting. SECTION 6. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties. 9 SECTION 7. The Chairman of the Board. The Chairman of the Board shall be an officer of the Corporation for the purpose of executing agreements and other instruments on behalf of the Corporation but shall not be an employee of the Corporation. He shall, if present, preside at each meeting of the stockholders and of the Board of Directors and shall be an ex-officio member of all committees of the Board of Directors. Such person shall perform all duties incident to the office of Chairman of the Board and such other duties as may from time to time be assigned to such person by the Board of Directors. SECTION 8. The Chief Executive Officer. The Chief Executive Officer shall have the general and active supervision and direction over the business operations and affairs of the Corporation and over the other officers, agents and employees and shall see that their duties are properly performed. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the Chief Executive Officer shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chairman of the Board. Such person shall perform all duties incident to the office of Chief Executive Officer and such other duties as may from time to time be assigned to such person by the Board of Directors. SECTION 9. The President. The President shall be the Chief Operating Officer of the Corporation and shall have general and active supervision and direction over the business operations and affairs of the Corporation and over its several officers, agents and employees, subject, however, to the direction of the Chief Executive Officer and the control of the Board of Directors. In general, the President shall have such other powers and shall perform such other duties as usually pertain to the office of President or as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 10. Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 11. The Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all monies and other valuables to be deposited to the credit of the Corporation in such depositories as may be designated by the Board; (d) receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general, have all the powers and perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 12. The Secretary. The Secretary shall (a) record the proceedings of the meetings of the stockholders and directors in a minute book to be kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on 10 such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, have all the powers and perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 13. Officers' Bonds or Other Security. The Board of Directors may secure the fidelity of any or all of its officers or agents by bond or otherwise, in such amount and with such surety or sureties as the Board of Directors may require. SECTION 14. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the Chief Executive Officer or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President, as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that such person is also a director of the Corporation. ARTICLE V Shares of Stock SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or without the State of Nevada, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors. SECTION 3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney hereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by Nevada law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the 11 record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer. SECTION 4. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them. SECTION 5. Lost, Stolen or Destroyed Stock Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Anything herein to the contrary notwithstanding, the Board of Directors, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to judicial proceedings under the laws of the State of Nevada. ARTICLE VI Contracts, Checks, Drafts, Bank Accounts, Etc. SECTION 1. Execution of Contracts. Except as otherwise required by statute, the Articles of Incorporation or these bylaws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board of Directors may determine. Unless authorized by the Board of Directors or expressly permitted by these bylaws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniary liable for any purpose or to any amount. SECTION 2. Loans. Unless the Board of Directors shall otherwise determine, the President or any Vice-President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences 12 of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation's operations, except when authorized by the Board of Directors. SECTION 3. Checks, Drafts, Bank Accounts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidence of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board of Directors. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation. SECTION 5. General and Special Bank Accounts. The Board of Directors may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors. The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these bylaws, as it may deem expedient. ARTICLE VII Indemnification SECTION 1. Right To Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure a judgment in its favor (a "Proceeding"), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including serving with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, with respect to a Proceeding involving the right 13 of the Corporation to procure judgment in its favor, such indemnification shall only cover expenses (including attorney fees) and shall only be made if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and shall not be made with respect to any Proceeding as to which such person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Nevada or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Nevada or such other court shall deem proper. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 2. Prepayment of Expenses. Expenses incurred in defending any Proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it should be ultimately determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise. SECTION 3. Claims. If a claim for indemnification or payment of expenses under this Article VII is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable Nevada law. SECTION 4. Non-Exclusivity of Rights. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these bylaws or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 5. Other Indemnification. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise. SECTION 6. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such 14 person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Nevada law, the Articles of Incorporation or of this Article VII. SECTION 7. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any person respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VIII General Provisions SECTION 1. Registered Office . The registered office and registered agent of the Corporation will be as specified in the Articles of Incorporation of the Corporation. SECTION 2. Other Offices. The Corporation may also have such offices, both within or without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require. SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be so determined by the Board of Directors. SECTION 4. Seal. The seal of the Corporation shall be circular in form, shall bear the name of the Corporation and shall include the words and numbers "Corporate Seal", "Nevada" and the year of incorporation. SECTION 5. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the Corporation shall be voted by the Chief Executive Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution. SECTION 6. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Nevada or at its principal place of business. SECTION 7. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein. 15 SECTION 8. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the Articles of Incorporation, the general corporation law of the State of Nevada or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. ARTICLE IX Amendments These bylaws, may be adopted, amended or repealed, and new bylaws made, by the Board of Directors of the Corporation, but the stockholders of the Corporation may make additional bylaws and may alter and repeal any bylaws, whether adopted by them or otherwise, by affirmative vote of the holders of two-thirds of the outstanding shares of stock entitled to vote upon the election of directors. I, the undersigned, being the Secretary of Tycore Ventures Inc., DO HEREBY CERTIFY the foregoing to be the bylaws of the Corporation, as adopted by consent to action by Directors in lieu of a special meeting of the Corporation, dated September 2, 2009. /s/ Diane Drapper - ------------------------------------ Diane Drapper, Secretary 16 EX-5.1 4 ex5-1.txt OPINION & CONSENT OF COUNSEL Exhibit 5.1 Law Offices of Thomas E. Puzzo, PLLC 4216 NE 70th St. Seattle, Washington 98115 Tel: (206) 522-2256 / Fax: (206) 260-0111 / E-mail: tpuzzo@msn.com September 3, 2009 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Tycore Ventures Inc., a Nevada corporation; Registration Statement on Form S-1 Ladies and Gentlemen: We have acted as counsel to Tycore Ventures Inc., a Nevada corporation (the "Company"), in connection with the registration statement on Form S-1 (the "Registration Statement."), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for the registration, offer and resale of up to 1,860,000 shares (the "Shares") of common stock, par value $0.001 per share, of the Company. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Based on our examination mentioned above, we are of the opinion that the Shares being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Law Offices of Thomas E. Puzzo, PLLC ----------------------------------------------- EX-10.1 5 ex10-1.txt SUBSCRIPTION AGREEMENT Exhibit 10.1 STOCK SUBSCRIPTION AGREEMENT TO: TYCORE VENTURES INC. Dear Sirs: Concurrent with the execution of this Subscription Agreement, the undersigned (the "Purchaser") is purchasing ____________________ Shares of Common Stock of Tycore Ventures Inc. (the "Company"), pursuant to an offering being made to non-U.S. residents only. Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the total Subscription Price of Dollars ($_____________) for such Shares. The Purchaser certifies that: 1. the Purchaser is not a U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person. 2. the Purchaser will only resell the Shares in accordance with the provisions of Regulation S of the Securities Act of 1933 (the "Act"), pursuant to registration under the Act or pursuant to an available exemption from registration. 3. the Purchaser will not engage in hedging transactions with regard to the Shares unless in compliance with the Act. The Purchaser also acknowledges and agrees that the Company shall refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. PLEASE MAKE CHECK OR PAYMENT PAYABLE TO: TYCORE VENTURES INC. Executed this____day of____________, 200__. --------------------------------------------- Signature of Purchaser --------------------------------------------- Name of Purchaser --------------------------------------------- Address --------------------------------------------- Address ACCEPTED BY: Tycore Ventures Inc. By:__________________________ EX-23.1 6 ex23-1.txt CONSENT OF ACCOUNTANTS Exhibit 23.1 [LETTERHEAD OF LBB & ASSOCIATES LTD., LLP] CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM We consent to the use of our report dated September 1, 2009, in this Form S-1 Registration Statement of Tycore Ventures Inc, for the registration of shares of its common stock. We also consent to the reference to our firm under the heading "Experts" in such Registration Statement. /s/ LBB & Associates Ltd., LLP - -------------------------------------- LBB & Associates Ltd., LLP Houston, Texas September 10, 2009 EX-23.3 7 ex23-3.txt CONSENT OF GEOLOGIST Exhibit 23.3 LAURENCE SOOKOCHOFF, P. ENG CONSENT OF GEOLOGICAL CONSULTANT I hereby consent to the inclusion and reference of my report dated January 31/2008, titled "Geological Evaluation Report on the Silver Gem Lode Mining Claim, in a Prospectus to the Registration Statement on Form S-1 to be filed by Tycore Ventures Inc with the United States Securities and Exchange Commission. /s/ Laurence Sookochoff ---------------------------------- Laurence Sookochoff Dated the 1st day of September, 2009 EX-99.1 8 ex99-1.txt GEOLOGY REPORT Exhibit 99.1 TYCORE VENTURES INC. Geological Evaluation Report on the SILVER GEM LODE MINING CLAIM Yellow Pine Mining District Clark County Nevada, USA Vancouver, B.C. Canada Laurence Sookochoff, P. Eng. January 31, 2008 Sookochoff Consultants Inc. page 1 of 11 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim TABLE OF CONTENTS Page ---- Introduction 3 Summary 3 Property Description, Location & Access 4 Physiography, Climate, Vegetation & Water 4 History 4 Regional Geology 5 Property Geology 7 Regional Mineralization 7 Property Mineralization 8 Conclusions & Recommendations 8 Recommended Exploration Program & Estimate Cost 9 Selected References 10 Certificate 11 Illustrations Location -------- Figure 1 Location Map following page 3 Figure 2 Claim Location following page 4 Figure 3 Topography following page 5 Figure 4 Notice of Location of Mining Claim following page 6 Figure 5 Certificate of Location of Mining Claim following page 7 Figure 6 Regional Geology following page 8 2 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim INTRODUCTION At the request of officials of Tycore Ventures Inc. the writer prepared this geological evaluation report on the Silver Gem Lode Mining Claim (Silver Gem Lode Claim) to recommend an exploration program for the exploration and development of the Claim with a view to establish sufficient mineral reserves on which to base a productive economic operation. Information for this report was obtained from sources as cited under Selected References and from personal reports the writer has written on mineral properties in the specific area. SUMMARY The Silver Gem Lode Claim, comprised of one liocated claim with an area of 20 acres, is located in the easternmost portion of the Goodsprings (Yellow Pine) Mining District within the southwestern corner of the State of Nevada, USA. The region is known for its historic production of lead, zinc, silver and gold. Although less famous than many of the other mining districts of the Great Basin it nevertheless ranks second only to Tonopah in total Nevada lead and zinc production. During World War I this district was one of the most productive in the West, but by the end of World War II only a few mines remained in operation. Reported production form 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. The Silver Gem Lode Claim covers some former exploratory workings which explored mineralization hosted by a breccia zone parallel to bedding in the Bird Springs Formation. The workings on the Silver Gem Lode Claim reveal silver/lead/zinc mineralization with vanadinite and cuprodescloizite in a limestone breccia zone parallel to bedding in the Bird Spring Formation. Gold is also reported. A three phased exploration program of trenching, sampling, geophysical and geochemical surveys and diamond drilling estimated to cost US$94,000.00 is recommended to explore for, and delineate, potentially economic mineral zones on the Silver Gem Lode Claim. 3 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 1 Location Map 4 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim PROPERTY DESCRIPTION, LOCATION & ACCESS 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 on November 30, 2007 as No 3362 File 080 Page 0085 in the official records book No 20071130. The Silver Gem Lode Claim is located within Sections 33 & 34 Range 58E, Township 25S at the easternmost portion of the Yellow Pine 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. In addition to the State regulations, 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 until September 1, 2008. 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. PHYSIOGRAPHY, CLIMATE, VEGETATION & WATER The Silver Gem Lode Claim is situated 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. HISTORY The history of the Yellow Pine Mining District stems from 1856 when Mormon missionaries reported ore in the area. In 1857 the smelting of ore produced 9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. 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 railroad 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. Although less famous than many of the other mining districts of the Great Basin it nevertheless ranks second only to Tonopah in total Nevada lead and zinc production. During World War I this district was one of the most productive in the West, but by the end of World War II only a few mines remained in operation. 5 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 2 Claim Location 6 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim HISTORY (cont'd) Even though the mines of the district have been worked primarily for their lead-zinc-silver values, an estimated 91,000 ounces of gold has been recovered as a by-product of copper-lead-silver mining. 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 workings is included in production from the mines within the immediate area of the Silver Gem Lode Claim including production from the Christmas Mine and the Eureka Mine. The three mines reported production of 532,505 lb lead, 449,886 lb zinc, 16,635 oz silver, 2 oz gold and 195 lb copper. REGIONAL GEOLOGY In the Yellow Pine district, the Spring Mountain Range in the west, and the Sheep Mountain Range in the east consist maily of Paleozoic sediments which have undergone intense folding accompanied by faulting. A series of Carnoniferous sediments consist largely of siliceous limestones and include strata of pure crystalline limestone and dolomite with occasional intercalated beds of fine grained sandstone. These strata have a general west to southwest dip of from 15 to 45 degrees which is occasionally disturbed by local folds. Igneous rocks are scarce and are represented chiefly by quartz-monzonite porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these strata and is of post-Jurassic age, perhaps Tertiary. STRATIGRAPHY The sedimentary rocks in the district range in age from Upper Cambrian to Recent. The Paleozoic section includes the Cambrian Bonanza King and Nopah Formations, the Devonian Sultan, Mississippian Monte Cristo Limestone, Pennsylvanian/Mississippian Bird Spring Formation and Permina Kaibab Limestone (Carr, 1987). The Mesozoic section is comprised only of the Trissic Moenkopi and Chinle Formations and an upper Mesozoic unit of uncertain age termed the Lavinia Wash Formation. The Paleozoic rocks are dominantly carbonates while the Mesozoic units are continental clastics. Tertiary rocks include gravels and minor volcanic tuffs. 7 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 3 Topography 8 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim STRATIGRAPHY (cont'd) 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. Permian: Red beds Mississippian to Permian: Bird Spring Formation Local erosional unconformity Mississippian: Monte Cristo Limestone: Yellowpine Limestone member Arrowhead Limestone Member Bullion Dolomite Member Anchor Limestone Member Dawn Limestone Member Devonian: Sultan Limestone: Crystal Pass Limestone Member Valentine Limestone Member Ironside Dolomite Member Cambrian to Devonian(?): Goodsprings Dolomite 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. 9 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 4 Notice of Location of Mining Claim 10 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim STRUCTURE (cont'd) 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. Normal faulting has received much less study, despite its close association with many ore deposits in the district. Hewett (1931) suggested normal faulting began in the early Cretaceous and continue through the Tertiary. Albritton, et al (1954) adopted the more recent theory that all normal faulting is related to Basin and Range extension and thus is no older than Miocene. Burchfiel and Davis (1988) also restrict normal faulting to the Tertiary, but concede some of the thrust faults may have been reactivated as low angle normal faults during early Tertiary. 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 retricted to the Monte Cristo Formation. Mineralogy of gold-copper deposits consists of native gold (often visable!), 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. 11 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 5 Certificate of Location of Mining Claim 12 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim REGIONAL MINERALIZATION (cont'd) 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. CONCLUSIONS AND RECOMMENDATIONS The Silver Gem Lode Claim covers some exploratory workings on mineral zones hosting mineralization that was of sufficient economic value to the shipped to a smelter. As the nature of the mineralization nor the controlling structures to the mineralization have been defined, and as the Yellow Pine district has a history of significant lead/zinc production from within veins or replacements of brecciated rocks along fault zones, the mineralized zones of the Silver Gem Lode Claim should be explored for potentially economical mineral zones. It is recommended that Tycore Ventures Inc. complete a three phased exploration program on the Silver Gem Lode Claim. Phase I would consist of VLF-EM and magnetometer surveys along the extensions of the known mineral zones to determine the potential structure controls to the known mineral zones. Phase II would consist of localized soil surveys, trenching, and sampling over the indicated extensions of the mineral zones. Phase III would consist of test diamond drilling of the prime indicated mineral zones. 13 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Figure 6 Regional Geology 14 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim RECOMMENDED EXPLORATION PROGRAM & ESTIMATED COST Phase I Localized soil surveys, trenching and sampling over Known and indicated mineralization zones $ 7,000.00 Phase II VLF-EM and magnetometer surveys $12,000.00 Phase III Test diamond drilling $75,000.00 ---------- Total Estimated Cost US $94,000.00 ========== Phase I of the recommended program is estimated to take two weeks to complete. Respectfully submitted Sookochoff Consultants, Inc. (Stamp) Laurence Sookochoff, P.Eng. 15 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Selected References Hewitt, D.F. - Geology and Ore Deposits of the Goodsprings Quadrangle, Nevada, Professional Paper 162, US Department of the Interior, Geological Survey. Longwell, C.R. et al - Geology and Mineral Deposits of Clark County, Nevada. Nevada Bureau of Mines and Geology, Bulletin 62, 1965. Lincoln, F.C. - Mining Districts and Mineral Resources of Nevada, 1982. Minobras Mining Services - Gold Guidebook for Nevada and Utah, 1982. Nevada Bureau of Mines - Mineral Nevada, Bulletin 65, 1964. Sookochoff, L. - Geological Evaluation Report on the Eureka Lode Mining Claim, Yellow Pine Mining District, Clark County, Nevada, for Wolfe Creek Mining, Inc. December 19, 2007. Sookochoff, L. - Geological Evaluation Report on the Whale Claim Group Yellow Pine Mining District, Clark County, Nevada, for G.H.Z. Resource Corporation, July 25, 1991. Stewart, J.H. - Geology of Nevada, Nevada Bureau of Mines and Geology, Special Publication 4, 1980. U.S. Department of the Interior - Geological Survey, Shenandoah Peak Quadrangle, 15 Minute Series (Topographic). U.S. Department of the Interior - Geological Survey, Goodsprings Quadrangle, 15 Minute Series (Topographic). U.S. Geological Survey - Goodsprings, Nevada. Provisional Edition 1989. Vanderburg, W.O. - Mines of Clark County, U.S. Bureau of Mines Informational Circular 6964 (Reissue) Published by Stanley W. Paher, 1989. MAPCARD - Internet Downloads 16 Tycore Ventures Inc. Geological Evaluation Report Silver Gem Lode Mining Claim Certificate I, Laurence Sookochoff, of the City of Vancouver, in the Province of British Columbia, do hereby certify: That I am a Consulting Geologist and principal of Sookochoff Consultants Inc. with an address at 120 125A-1030 Denman Street, Vancouver, BC V6G 2M6. I Laurence Sookochoff, further certify that: 1. I am a graduate of the University of British Columbia (1966) and hold a B.Sc. degree in Geology. 2. I have been practicing my profession for the past forty-two years. 3. I am registered and in good standing with the Association of Professional Engineers and Geoscientists of British Columbia. 4. The information for this report is based on information as itemized in the Selected References section of this report. 5. I do not have any direct or indirect interest in the Silver Gem Lode Claim nor in the securities of Tycore Ventures Inc. (Stamp) /s/ Laurence Sookochoff, P.Eng. ------------------------------------- Vancouver, BC Canada 17 S-1 9 maps.pdf MAPS FOR PROSPECTUS begin 644 maps.pdf M)5!$1BTQ+C(@#27BX\_3#0H@#3$P(#`@;V)J#3P\#2],96YG=&@@,3$@,"!2 M#2]&:6QT97(@+T9L871E1&5C;V1E(`T^/@US=')E86T-"DB)O5?;MIPJBXL;07#>'%F9:#>1,Y8RF:ERU11'HBUNV92'I'/[^FU<"5(4Z>QN M;9('10(:C=/=YQR\WIRE.*(<)01'1""TN3K#2/VM[M'9W]]@!-]C"=_?P?=H MLT6PC,*'+^@TW>!O;A?1B!_'L[_%<23DZ0@JQ9BE[FR>IN;TRQK=%0_Y#GTI MFCUJ]CE:Y]OGJFB*O$99N4.+K]M]5M[G:'YX?"SJ6D$%_];Y4Y,__IE7-C-) M%`06L1`L@O6"-)(\0(MRGPDWZRX0Q3@UP7B4OAPX$B=1JK"C:I??0TQ)/#ZZ M32)][@ETH01'@4@02.6-!;%9V(^0Q\?5S#_>+#=+"'ZYND*+W^9O+U<_+]#\^OW[Y7J]O%X9U)B( MY-2A21P!X+U#&9'NT$1_A`V?LGI?E/?-H;Q`5]$\@NK$/#5A"!&1Z'2BQ^C$ MN13.C:D?U$'X2:J_&84_9@Y^DC`+_YOKF_=HK4-PVL*NEB>"#5+NR\@=URQ^7JXW-Y<;J)?IE?>+U09]7%TM;M#F M[0*%99YOT/4;1%)+1TP$9/,BP`G,HZ:#$2&DAD(2>JJ_;L_[#08=BYD?Z#0Q MZQ9?LVV#2K.X*R.$^UFDPLUB]IBCPYT5MQZJA)KU:B].;,:5U;6R05F-ZJ=\ M6]P5P/&&FV072H$]%TMLR;@H4='4R+%Q.%0$NPS-TJWIADBV=R:VTN?[K&KR MZO:5DT,_8:<@AI&*.YQH?X&Z_H7.%'M!4_,T4:4"),`O&)&'TN[1)U0B55^_ M+#7S>:;;NJ>$X156^>=LE[F#?D'J+#7DH%CV+$T.`T?Y5<-'M=G_8C(#C>=2 MRY5ONVY>,G'(,)RXKEHW60,=4*%KT.<*_0/DN=X56^U:7%_,B-$N+_^&AN)6 M9F,[*N7V4#T=K.E10:O[K"R^Z__;4A$:=.5PK4Q%&"B!NI-!B:0JAP&8_+)A MF+Q3P+B+%X,1I2&\GKF`?(X-GKLLEC1VV'VHBL>L^H8`PW*753NT+'?/,!M% M]F!E!T?L"#@B/7!,VECSAPSK-'B\>GA\,W97#$Y%[,DC8[G MD+3&V[FZY2XOFU/MU!K]4X8*@\,,+$C'Y':YLGPN@ M&^I(FP;,WNF-F%Y8MI@RNSWQCMOI2MQT<R:TI(I9N#@5/;E^A MA%HSG*KTCD.'A-4U5=APS7G"K)]6-I%J@)BDBL/`"4-MNBY1:K_")+=`GO:% MJ7O()4-N6Y>Y2W>WYY>[7977=;?&>C82YQ=)HC_"\@M4E-N'YQV\Q]#WX@EM M#[O\PIPN.W,E'(O9C\H[ECO4N'*C4K.,V2D#RT9HF)Z-':MY'VHM5,0Z3AC:J'NQ]M5GXSU5$+%X`A'/O^;;YZ;X MK"PRL&E>.P^#%1&/VTW:>96&'-J9J<0^3#MV@_&.A_QCY(_)AVEW-(XGT)GD MH7K87TCJ?TB"IUJGQRBC7F28C?OZ\"=Z"R;+XO\CNT\)6^UI4V?4S`=4[U M*:':1QZIYI-(A,/5RZUR"D"Q@X[LBD*E2]<,L1 M%(V]-['H.=.!=XPON7OZ6?$&;48G))7027?A5+7M@O`^1DI-@7&?0EKRH,&C MD0G7&%9_#6.,)B%POV#_C?SV.FU2=V,U:!.S8@Q"-T7A*R($[:DM6ATBIWJ) M4NDV'YFZ?12G]'\B?+@G>B3@']U]Q/@Y9?N/YB55<49;C_'4:[6,+83>!)A` MG'D*[J@@@".M"V@AH?C';,C_&;)CD(3^-9"%`=UOVX$*GZ,5_V%9'Q)LX[.I M.FFB)V5BW%^G*6/:6G'?HQ)J1/3&(\?0U,83CFHI#R:$%(IG0I1+*T*S0]/15ZCYO"3 M:>QI^J*D-T+^72'5WEZ))$W]F=2^$#?[PV-6HT6$/CQ__WZX0(OZ+R,D:<`> M.O]Q(8&7!YF89AD+?WYL1_-=]L4J;0V=86B+JD@_,*3>D4)GGKC5AW?OYM:Q MQ:WM>\&UJ)R\%N7C M!6_)?P-U4L9T#65N9'-T1)MJNT]L2G+3IB0>W\R=00<$U8YU MJM5S2F;6J31)%7>QOUU"G-^M,Q7;58O'9K5?53MV4ZVV=X`I=*YJH%K@'?G[ MIFXVK&PH(S<8QM*+2W9;KY6.^=2+(3Y;^1>9KQ4 M&BM^>&QVC^5VCZ8^/D))5)JQQ^VM*\`5>FOSI`J$:EMF;9179N@C:+-Q72SV M&&U:2/F"+>ZKQ6?2M:S7Z_HKAGQ3?TN8R[Y,%E;>W*T1.N>X6;PD%*+>V M-AC382*UN#Z_N7[>9K-3'_#&MT:O0%*'?M0FM0>N6J.0V1?L85V5NVHLL=13 M:_"\K5];E:;;"#O?"&S[N+FQWJDTQ]R&>G`AG#\RRQUD&BRNS;L[/DAS)GT0 MJ<\R^E*5S7H%F6B;=,0=3"VU2KFI0H(=8$1FL`=_%C!"9TDAC@)&IQ[C,I'2XL2&;MPP]5N&1G;A9ZGFPI7LUZ#*#@]ABF,ED2WNR*,\-(),G4=N M@A[!D2MP(1)S`$RE@VWMVN\TV*62]O#T%OQY6,+20#9T#)8J#ZLO+>1Q6$KD M1D^#I?<_X87?8Z?!LIU]MT^#I4::,0CT_P274H55FBEU$BXM*D76[F3G>*AK M,D3E,>[V/\%QF@C3)M-HMX\+[=?AV^TMD$,@;S??'48V9?.9?;VO(`F,F3N%OF?MR$Q# MAVC[$2Y$C"%+8+M-N89OX/A#W>P1NHMZ\P"D,`'(`E>MEJLM48P=KM9K(22% M9/''U3%^.H0H3]TQI7DZYAE8462J*W)L"OBV4L.`51:&ITS=T"%5I`G[$+6- MADJG5EL['U)Q8['&=1=MITRF+!/!C@T;TO/4 M[Q1#'IX$@>!=Q+W7,"M/]][]PNW7D6?)3(H",]J'6FJRHJO[3]>N0#9%I%M' M-I@()%3[U3%2%JV37/QL7>Q$_W6%4<9V\:R+KJNQ[G(^0!J-1]CO;P1+B;6P M^?(,J4+6VP_?[!5\:80;O'MCI&(YD-SA;-`M(3&YFPW7YZ]KF+1[-\57R\X@ M=*9U:QNUF/!N$%RZDAW.D>>V'H";(SO(9/BTQ#:FG8KQI9WX?-U2>M<.&58@ M'MQXAO7JXMVK?[Z[F+]]_R=[_X9]O/S[VZOY1_O]S>6EU5;(%BBGY/-R?O:% MG14<'S7PQ,+RT4ZWDZ:IV#W[Q+;L[.7<']+T!WNJ5?&!H18!4T&DX-.N3\LN@=N":``0P\LZPKK"UM_&!IF3-P^)<5 M^T@ M+GJ.+3M]H>BBPIDSWA?`#Z0X*.>I(3@EDK+C7.E5QA\0&-!A:2P+)NW<$^*+ M3?UHGU8OJ^/@<`9@5<+LF_!`$$'O>X"L-M?='3%``709F*$,^OFF<0IXE$O' MYV'VIWY.0^_,>C=.R.1X=";%N#P2#(;718(;2DI@3^0Y@F`0O3^A#EHCTK1A M`;M2_-74#_7.\^1I1ZT=2V^F/('IHF)=6G`3S,.CT3KPC_+;:O.X.=U^2G"> ML@]C1,6@J%(/1?<1S+]WCT_V5[-:G`)&9X/3C)SR@F>.3@R]*%3P@CZ"%P]` M(*[NRZ;J;E`IW(P@4Z/KQI\*YG[!>)*:2NA`"0&!L@XHW8JSF#0<[?=SX`\< M0O(G0>@46PQ.6/[O0-`IMPB'K(GC1WY&GL">OWFW("0?@85#$@"&RS`>HZ&-8E/"R M7-5;]J:J[.[CF*DGO05,@861F<;M3"FB_Y%K4S+_@"`9$MFB*T4"E>J1JY-" M9Y.G]*HY7>:)-G12.EM4[@RV=0FVECF2.ZGH@;:O;5<(=M\CUP*TQ M(>X5F\->!JGA*=0;87VC(EX8_,XE+9I#*:C MJ7(4SJ7*8.>U2O`%EX^!?%(8J*%-U8C>:#8FA:=P44A&$:[VH[2I&DC;5`73 ML51Y8F'C!6*1=4-2:@PUXY)`52C2J,9H$L8EDZQ(>R09B8#H^Z$#DH;2-CU* MC<'(+ST'(Z*6K89,B,X\'+@\*0S+U,)H1&\T%9/"4[8WO6B$BGCC8#20MGD* MIF.I&C5MA[10AF9FEO3>4@6I$(F#@@!V[ M0)YQ,F/=L&XY%Q;L/+$A(B=K0Q2Y"MPA=^\9SE.&;YH=OFGH$I0A:XE#>C1. MZ*;"OZP.<^,.=3QQ[J?6?P/D7[DKW!OQLAC?.]?`7BM(&>MSTC/$:.]BS*X*)[HH2+2V2O"LX.4IN8`5=$TAUJY'$-LRO1CLP*5#-#9 M^F,GRJ0_G7J"2])TZMFU-50]2^DU,6M1Z00\\MO\MP,.+!0A(,HYXS(_SG++ M\N*<,WYU4GB$<^+\)-(=)YV<8ZQ'2:?3XF=W-G1L5`H#VKD]0@]'(CY)&+=J MN8VW&F=:<<6G":-6'75Q5V/4):[UF"1JS.U='V*%[]F!7(56QX*U1WX@4E1O:&;C M=01C$C?@#^6)43]B@QYJSL9H%/[4#QB!Z]*H2+U^?+=Q&79;MQQ*V"$P79%P MZL?@IS0]UTX*)[(L'4WX3^U5TYPV#$3_BH[I3,+@3^QC9]I#KVF/7(0M!TV- MQ5@R&?Y]GU82&"(@/>2$L2SMOMVW^[3^PK&B66#.2*^@'E"]LNX_`A2^N@4H M"L4+2Y8NLO2&CD;70K>AM9LZ&MUZ=_&1CH;V%M71-"_MF\&:;?!G`I':%35B/F;U$:,HK5O^I[QR:@=-[+!GV,8.Y-R'L2- M>[M$".?Z6Z7!7)EZ]`*N-Z/@&L<;!<\/,&X]YFTK+33>!T=4YU%$)Q%G[`I@ M04&FK[/:?S\/#I-:3WS3"[:?1CPA`W#B=<*+'(BFH?7>_!;--,(?N/&]H30E M=98],ZX9WR$OHG5*D)4/!B:KH>!B'1E`8UQ,OY"+24+[['-5U6[CJ]@CU&"B M/LVR%XI=>,8L%WE9>,;8^'Q@#9[H@+I>7$)6+2Z&7@)RB@/ERE/* M=O%[$<[L_[/#>18JKB@R#Q*I'`$1Y%63T88/K2T<)'XCF%9]RS9'2KH6?6]7 M`L%J&XLKAI5)%=RH$A]][2:R\BIB74B M5H?%:OW$U]\8TL363PI/OI+(EZMTN"HGAXI0\##[L81=3G`?SN_3Z24!Y?`- M?A&BU)?A`#.- MV)$JX,_4;%F+%U8![*^VO6?'CY:T@VB$UGP\GCU+`Y-HW,N34^W1HZU:Q5K1 M8[]$K8NN$Q"2@W`FIL'(WN7'\07SZ[R1)U4HJK0.G>.,RZE$)Y$\SKIIQ#FC M0TE@WK<24/1>-++S&D)(=0@X&;M"D*>%EP[,KD7H.]S<#9MSQ)H7O(."(53H M.6*&5@Z,-XT:6SXT@KU+L[4TH6,JQ[K0QW#;_@<;?NF1#65N9'-TAQ`_`./$B($\=BO'M MCG`^?:;P?+5X4(O(2U"B/__@!K?(?SA9[OR"PR@C+`*+2,`1DM!7HA%V`B=\ M10-GD5](B;%(C;E':'#Q5[9LLGV$<>:$<^NL8UYU-J1WG/]'?=1T4VZL1$ED MZ1X\2BC7=%ZVR;K]5/A6HZKAA"; M4'HDEQY;'M6,T+>,MU.(N#?9!QJJ#3;;[&YUOWJ8;[]ALUWO-MDR?]IA][3X MHA#R-9;K^\U=EJ_6#TCG>9;:#GO\57NC()J:\?[/CR:-*G437NS1%^/4/?BR@'^!T?;VXL-96YD7!E M("]086=E#2]087)E;G0@-2`P(%(-+U)E&VR-%02O&6E(FH-ULU5:E('(D(J8(&@!7UM^G9Z8' M%Y*BG,0NER%BT-.7TZ=/7V5G,?6X)"+R6$!(=GU&B?ZW>B9GO]Q0PCC\^`0_ MDFQ!J&?^?"7GY&>2_?LLR<[^(&>""D\$1`2>C(CO^1P^TH^5(BORE6S(V576 M'HJMB6MKG'E4MO;!K'1F?R/6[_',O#@9UX5#?7KF&13;W.V1X/(@E8FY5U&1;E?56+9I=#;!? MYPVDH2E)LU($2R>\?AP,8[W4R8Z9-02YR]?X`8=N:>O11>V'&/3C&UFHJLD+ MF^IHF$J!F01\86-L2*W6ZV+S#/]?[*JB>2.KU:7:ZUI/-PGP<,XWE4TDWQ-)&%+7H@3[&<\Z12\D-''4E0G[4 MY&Z+/LNN);7+L0Q<7K&+X3`4PAYF79_\/SWV7HO%IU$G]-^=JZ'@KDA"X,': M-1!96%2;#Z.N,VD\;)*Z13T'@$7_S?TL"-O[`T3)2JV7!*#U'E8P1=''H8I> M58">7:B'Q1[XQ&/A@$[-XVG$O5=,K\61F38]'!E8=W,CXDA<7Q5Y+=9KLBD; MZ-^%*GXHDF_>="5T#T-W+Y1:UN2I*E_,+Z93\2U6#?)F_G*YTZ7!O'G&'\F" M'LM^1,..DR2+=64O[4SMO:%F@G1Q18*U72^8XR;KD*V*WT'$L(3O/A"^*\M1 MAC"I>=3Q/JE*GRAW%3G`J@F8Y`W)$00P=P_.I^%,M,79_0)&T M!8V,G'?;JEB8M/_-)I3WQII'@SX&J,UYY`T3?L[VN_F<'O;WWKB0@O>GA?$. MD6KR2+%]M@K30G:;IEA#(E[RZG?5D*7ZH=;EM@9,+35(*I4_-7`8DK6MU(^\ M,(C!PR9(2®W[`*%F_D8UZ+IL"GI==[0?^,.8HGPGSZ+)58S.(O?:7ONT" M!C7RT?\D7ZQ:4!^!,7CXAEUKE4N;[4?[:QAZ0S;V\0X92AQ<"I*A7B`.8.5' MW608CYN&@\Q'$BD`WQ^5V@#;.LP_`=H- MJ70!Z%;)R7;WN"X6[AC@[Q1<`/E>,*BNRQP+,7$;Z,2JE5AB0#BA0(=A-`I7 M-M.X%]"-%Z1XTC-A`(<]HA`RVD^#B)S0"5F$T\:Q0@EAMC<4)CPS@:`OZET- MX@X0XY$9Y,50K/4:X!$-='CL>#+P8W3'D3$(4VVOJ7*-$^!H/=/4GXM5OGE6 M3O-:@WMNARU7\]!QM:Z1A6\)2;3]QH;Z/`PJ):J`/9V8;3F/6*2XICY@X M_G$K$&!!Q!HM2F!;**K-JD=&AEJUFPKFU:+1LWP)U.F8K5+/10TI:0HSM.`- M]%%C9;MF/"<7]9;@!_N)Z21*'$?(:KUM"`-'+QEZ/3Y3;')-XLB7X-.6@*&JC<' M3?/MD*@8&@!='`;8('/UO(-$E/#A:->L2BT$K-[J3\B_0JTRB!RUT@"1[_I\ M(!GL)%!K5/1=C'9..1J1W'Z\"*M^M5NO%8"7 M7)5Y!90!E9+EWG.W=#7=R$EJ.J'D9F5]5%SYOZ8ZGQ%_K:)XEH`G=["+O',<3W? MNOG+#2.PKU)=X*PW]D,OV2I-GG9)K!(X%/3W4+W=^:NG4Q]-VZF-Z.YDE* M9C=D//O\>38E:38;_TJ^3N[NR.@NG>DK9W=?$C(BMY-/M^0Z^31/$GU>.^;U M;\)4&(:EK7#P*>;NV^R!I+>SA[MK,H8[;Q[N[K[!I=-T9CBNQ,3^S#,=B>B48A+U&TRNIY,/QF%I1UW=VE]1:Z23Y/I M5+^&^.]'GQ*RZ%15448&IE04,4I[&'T'[OB%OI/+?;@/AA$.5M\3D1OMTV0" M];,%3I/QPWR231(+Z.2?X]O1]%-BG)RDZ008W7IB+\GC&X'+G7SL;Y;YQB8T'*"!,KR8QQ0);DD2G*NG MFN92&]I/+TX%4,K2384QS/.BKK5Z(#K5M5JOM41##@,9)_NZRV:-P5Y)^^SF MQZ%S@P84,V1C>W-JV`N'4LQ%!M]B9*MRO515W6Y6VA>=IEKU5TT07<7Z(.6G M>H$!``^3T3::#%RC=65[5(`FN*Q=2DXU&Q,2ME`,[G!BV#'I&$1*VB+[*(Q! M?95P:Z5EWO$,:'S;PRJNJE:$`]XMR*8IWA MTT*1AGKVOD=Y*=_0>G=GY<#65N9'-T M@-2"EDK+E M!@C\1'P"P7=/=XW,E!&ZSO)2B*>'.RG@O_%9W/WP48IM9),UE/N]S&11Y.%U ME9*Y5_;TTHKC<#H-?W3]LYAW7T^M&(YB/_1SV\^3>-E-XFO;]N+03MUSWQ[$ M/(B7]O0JO@\7<>SZ@^CZXS">=W,W]&[=K@.WKA?S2S=YE5+LG#`!4DRM MHQ3W:*6\CL/TVN[GRY2)WUK1]OOA,NZ>6Y?)9AW;G9-27ZD*6_-S54XM[N7.'E_O`QO]WV>Z.O2[,]68_VJHMHC=-5M9;(J,7K;(VL*(L['=A=\R$ M/VR$XX;)UMR;=%UEM;DRFDIES#I3:2AO6%B!L&0L35]B8-*O!X'O5(<^F2S?1V*N!4M>#&J4I$,`XPS M<I5I=E]A:"L:>M&J8MT8@B1_,MVN07HD?RJ1B>""X=\"R_\V%6,,,1EK(J>6 ML)^Y"\6#4RL(AN`8A>#(^J^"<[8W@"4X&F:+H$`Q32YZ105P6ZG5]4SY91[V MWQ;!Z_KJ]5@JT2L&YZ@,V^2FH14LKU1Z:7F^Y-*UJPU=T8O6E:B0S"D8;`R= M],H`*"ZE&663@B#_4G2#8XP8EK8F3,L*-J3*5V?7HI*1T4;B0:BU>[3%^/?D M+EQV?-JW[6%Y%I;N7A4RL6=A\`J9.%Q\D$U<0A1D1=.LK"M"+TI1J$O51`IN M0/$V#A1R)8(2EC*@<$E!D'VCG`6%-F)8VII`*0RT\MQPEU1T*VVJ>!`:/`=Q M9'IHYW8\=[WM8K9O668^'8_M"!WM<>SVBPNLTKF]383,;*L)3IB7(R?HWR(G MQME@9UU4]")58;'*K.3H\3:.'G(ETA.6,O1P24%0H>$"P=!#&S$L;4WT&.>6 M2WI*E7*<.AX&X<.N1+1"4L9=+BD8:Y@:)C=#U[:!DA]IVIBXW&/MAJ/IYUK.`_=-(_=\KK6N/?WJ90K)WE? M\VXQETV55]<#T]<+]+5%\*J"!A5>@V/1.\7('(H^RB:*26%`L:117!>%7K2J M5'G%H>AM'(KD2D0Q+&50Y)*:6$1FIJ>-&):V)A1S`\.\;.`[X%',*[#'F;ZH MD,72/;I3<-J/W2N>@:&9=>U-&VO@]7U:OHL%IYB58\>KWT(GQ0GL*$FSLZHJ M.M&J4JE4S;#C;1P[Y$ID)RQEV.&2&K_316)[:?+8 M7MRC+<=/O1VRVVF>H+G\:W=N#R+`(W;]0;P?+OW4GA:S=@D'D)?`CMK>)PE@ M,`HOLH'159QUC-9%H1.C"JLFLYK#R-LXC,B5B%%8RF#$);6/\$XYAQ%C#&$9 M:\*H*C*[4[*`^QR/4>5>-V(DXZQ=2DV>4N\N4]>WT\T95;CM=TGY,RHXQ9P< M.5[[%CDI#I*C:')6544G6A46*A5W24ZP,>30*P,YN)0FATT*@BJ7FR&'-F)8 MVIK(*96P=Z*Z7L&F-'!_1&PJ@]0TQE?BTV6TS<8.-'/WOU9\.AZ[_S-471A5:4:F,X6+R-@X57<2C^.P;]M# MUS\O&:ERV*:0C;\U>:^4CL/$Q]DD)07:(&5=%WHQNK`V.2RG8?$V#A9R)<(2 MEC*P<$E!D+'?/M=82!L&)8T)&5W`6V@W(//,Z!HLR(S6#3)3N$=;C%]VX[=V M%LL)&.XA(4=>T%BBTYL4A8PI*AE2'(=Q&=_>->,[*"5A,J0R!+T+_.P__8RG`[M*'[9S7:&6WP4NG1[ M'+1P\$6O*(7[*,*>;7T4*=#&1[&N*WK1NA*#FOLHO(W[*,B5^%&$IMJ0-@Y+&]%$H!0=)GIG6+6)3M*-FY#0QC%1`E.;\2;(HK711`/_/_8 M[T[?I\[=5CYV_:[?=_9H>#_TA\[-GOX;F2XG?Z&YTI.VR8JPS04SE7682\), M8N\^.PCEOR=;;;L$;`_N3Z=(>5B-,_FO)5@6RZRH!$W.4>QM M',7D2J0X+&4HYI*"(%N0)MB@*&]2DC8,2AHCQ;HIP4M5T%Y9B'739*DXNJAB M9W>/<-7HQG8_#^/TCYOA$7ZS8\)Y@'X8[J_]/`YV>+`_V)J*99,LH$)!&=\D M@QHL-;<2PM#5A4TDX#53C-IG'!E[A:AK$MJ1D&-6^6&A&F-(^_=';7O/2 MO<+Y\[X=YUW7BW=MW]H&!6>5M[OFE$[C15NJ:]`4I+%M";U0&<>7#[/)5XR# M?.4T7^NJHA>I*I53I/*H0&$Q%65,7-7<+M*;*2) MW=`]PM`%MXVG<6?;X#Z-12E9XRZW(1G;"8-7R,6!&K9J"]00!3%5-*;KBM"+ M4A28*)M(X`VDWL9!2JY$2,-2!E(N*0BR;Y2SD-)&#$M;$Z3&P*$96.8A-65V M-:*7Z>PL:YS-IOUIF"YV,70_>WWMW.U"/`Z3']#M_S_UA_;<=[8?.I3%<1A% M:)]=.XD?][/XN=M][4[NWXOJEJ[[!,%L==$+]7+$^3";Q,4XR!Q]J=U2A5ZD MJC\;KY+=MF$@^@7]!]Z:%I%*D99DG0,$R+DIB@(!`MJF;0&.Y))RC?Q]A\-% MLD+:Z2$U-/O,XRR^R)6YE>*HL[04ZJ*2'G5.-(&ZE%'CD(W)0V=F,T[T:N-4 M1!WAT!`A2[590]*`XSQ?CMM:R9D?N\Q?4[_W$@3_]"?R(#IS$L)8[>'+4P>P M>HNM;I4Q: M/TXT@9^44>,01Y9$UXH3O=HX=>Q:!=R9!28EC2!&#;3#:*W'>[)V]^3#7G0[ MZ#M/'RY916[G',.S&*+FI)Y](#%8.(OR-)2+R@JZ5^0$TV\H)3110AJOAMX8I$GY>*DIG*D M1!@)>YX84>I"=%KC$2:T!FI$[34:#@O$.5OB<3:I)B69G8&F@[MOS]_]KXP! MH"8,!JJLOGBFOV"LV$N1,2P+,A;P/R5J1[[$IP(WW=F/#<_J:)"ZI:/=O;Z^ MVH\PCV$FQ92?D0O^6<4<+Y*99N-WL?"CL5IR;@7O":.T(2]WL#FN3KKMI-9D M(]XU$=M!*C+L)9';K803]9\$PH#WQ[!O-3FJ7A^!<-(OWX@X',A&BH-4;I)G MD&B`2V:KYU/'*^L"U*C@C75AV(O!V2"#$IT6:[-<:M)VQKR61(\WS'DOX9LB M<-ET_4".0@WMNCT*G.PH`)[UH$S!AWOR)M[)2KHZ&\/9O`YT7EU>%\C)<]K@ M3V!5\N^I57)#AAZB/$`J%!&3!.3DV=AMT6=77NB4%WN#L*4M*F.,CF"BM3=7 MEI9SL[$7'1@SZ;=I_0IAK0[M3GA2\&,2W3RXS)F;A5A8_$)?XY5E'T,Q&89] M;6U7)4U.<%.J,V3?5-:L3KBX*8GLSL56`9ON#QL#@WZP"UZOKCA&Y\"`NV.: M+'U:Z;5JCPB$'$7@\JS9U44KLRP?G_/L#<=\^%0S&']]5M9^:[#AD!^/A=O] MR/-V,DS^`P.7&!\-96YD>L+RZ.K?YK@--Z9I$"7N.+L\'HM`D'NX+38VR3V%`R)U6>#JGN0QF#=0R)"W/N:IKH M,F@:1L8>'$S,(UA<[W1+#DW='E3>]2W)ZZK+=-62S31BD?YRQ%*8$_@8N;M* M%[`]'0=3BSP1SC>6FD=SG>`E1+>D*XFF[[K`3GJ:/Y:-Z3N&_?2 MQ>XN]W&ZS#&`3,B7B6&I38P,`!?N@XVNLBK764D.JH%D[.&7"LB?%6GKO2)Y MUJIV1H-_FX! M!Q?4$`KA#@K&$WNT!\`W M2`:=5O9&&_PFR[NZ`?#K*B][0X^8-',IO#,_6F4<)=@57:D*D^J/<(*\<5^; M?'>[S%9-,(HSZQ;KA?A[+&SJ`:G+V3/C_^G@#).M_ MN='EH<&$[T)@`;BPA;J".;T_0'L7P$NN66:C(TIP2/T:!\;#L`QC_A0/!K;= M)<[^F].2P[24?(J&:]G'^1CY&22E3\67G2[5E;A2_E/4GDQ#9RST]E,9/A77 MRK0:EC9KVWY_L`W?'Z";[!0$9\Z&%1YA!A4K?+S)0FF$,5[0$!_F,TL2C[1" M80=OZ[J`-M?=SOC2J$T)_6P:).\;@[^O?;%%=^&/7B-AWQ>Z<9T/`,3SCWVK M*X#*RC?3$_Q#_02F,G:I<9`F)UV6)"OW==O!/Z?LW)(C2+25&<0P1H"YGS4IYX/^L#-J-:7>U(`128<7=<&-R@V7J%$J\Y69^"+DQJ?@9DFPI.),(@'\0&&'6Z02D,/'/RL M-Y+3?L1##'CT)A0>;#P6TB/%W+8^YW6CQD]E%$1BO$XD/C,A\_Q@HD=0.5Y) M$T3_HGECX3]DJ7#-:^\BGP&40!]VO,?AF+CK15WTEDQGH/JSRFV>0B#'7[$3 M,G_*:]V^*F$8F"*A\%8_.DMW)]WBY`&21?X(!NF0WM:$]QQH@GMKH3_H:M;Y10^2Q:A>8T"0BWV&B7O#)8- M7YL9B"&"?KZ*\("\5'#R]NAVURZ%;"S]0$ECZ4>WH35<12O8M#HSFPN5ZQ8< ML7NJ7>6@L;+"%`"U.4Z8P2789`%WO9FB,]+_)0D;GODYVAZ4CY) MTVF&WUL&&1L?SDP&MCU465OI;/J&842\VO5J^@'4BMH_`K5QN2*2B>KX_5D3;)IZA$42MZL)?W!_A8RYNP)M&0$U-W8)+`#?I:(7@]KA MW`^M=^J8%1GJ*./HH0?O<>'=(#45/?0?-/@>&*H!C,-25V)LR%QN=]2>BT-* MQ_P_VV2#HW0AAY\"G4B&A-/$9>.+,DN.31]D::[B,ULW/BH=Z]5OE9/]?,$9 M3]6:Q6,AO"Z99@(Z?XO#:NR]ITK,9_N$3'U$7#KAB(,!@+.HQK/0XLU?4K^86^@ M\2@'D<2G[@NVDI2Z/IHX>KTF(N07`S^*G=A(632015/WVQUD4!_1E4.9Y6X7 M`:\@NS?JCFPT#3?Q"X(]-*YXMF'8C<3/LM!UPU\*C#]!G;P.EF,1'\SY$G^I-ZX4Q3.I('\6!.ICF7W*TLG#IDR^-)"@#[L5V6F]RO#OPUH68B)4YA.0"`K@B.YK',S MC8&IW]5'IRTBJRT,#^$A)Z;M??>PQHPEY<*KU4AZM;K1I9?LBH`#S3?07GT% M%6T4"``8^Z!?.?;91N>XMI"W<,EGH`1PZMWGF2\AM;X$Q!%-DLZ"YC+R=$[3 M*!Q&W\X...#^V6(V9$@PGR&@)`]:E@2./":58JG'1QJG[H+O?5;JC88H00>T M?6ETP%;59;W5;0<(5H?,8-J]RU$>'+/_55XUO6W#,/07Y#_HF`&N:WU8EG?; MAO6RP[`F0"^]I)FS!'/BKG$P[-^/$BE9=NPFN?E`DQ0_'M^K3^XF8F:%OL0( M9!KM;::#&.224HQ`YAMPVAW,UTI\I"?+HYS&:W0!64=_S M4&]!72?.%XA>`V*W(WH,J^LOA$S%#75$6150R[C/OUA3XB'GC"`*IV1:Z!OC M:6^37+[O)="BJ"L# M2?!E=0"Q@UL8*3[41N%P:W^M$K90"R8?2R0YJD=D"NU!DS[=#W:0@5FQMJJK MUVUSH.DUNCOO+AK5"7.D<7&<>+4^[O9P78BT\K2,L]1:A8'6M.2'DSLC.SIB M2EN$C\1`V#D`5=JYY[E6Q?,'5@B)__16N7L:6M^=0[7`-.:%A#H2-;^L_D() MNO5RBB%JVOV#8IS;+6;+S6QJV8S)0_DDS[MM\SROUZB\1P>_;S:5%3_XJ/(2 M[;_+2Z0$0[[S=3G[PV:ENTG07L!BD]E!1ZB`;=RR)W9@L\]+;V0/-3B8W3]D MT1O=Q&M_M+G2=/D6@6);%@$4^.=''_<'LZ&!8-I<,;9;H9'0WF@\=O<4]M4P-10NAJJ"ML"R]]^<=. M`/W-(#L%>!D>#!2M''VQMQI/;HA0/#&#(-+9^JJ*T0)XHXD8Z%H/';O%I-HJ M>X='/:/55/9^\RA&EF0D&[LXVHDQBF/[-!:&C*X;"Z5=L=&E&J\ZF4R/A`YL MC3ZMC-Q"[YT:C0)V`P;\,9MR%ZX$-+1C+_L]4!0W7`B?JL/"8>>O9&N0TW_/ M(CPAN9'-T&8Y%C1WZ<;+X(<@"-5)>6%J>G&Z48_3C<^W%V5 M:<(XR8J$2D+N/EVE!/_U#^3JW>>44`8_[N!'_$D.Y.K#G5,J-<0G#4Z3E#M\@,TM[#^) M1BZ2HC#(RLT@LE:*($^N:DQ]W3S-$Q;WUBJ52?D23%KR1%X$=5HO1-5.2#@E M),F56M1568+I`.9MFJ0B$R9[::D^(=!?=[NZ;PX/Y-@WFYK\MKR0I'@38SMZ M(:L5MAV)D@&E&48A'J88:JH_X#KZ)F_29&Z&03T`_@7?G5;$B@:G"VC*D_1B M6)S6*G2ZA"X3YS3#``21M=++XLT8\PJ(,1Y#M7KQ$N*%+2$J"U-"Q[HGP[X" MJ&Y'-MWC8W<@P]AM?I#386Q:4I''JO]1CV1;_ZK;[CC,O>-<8MM>B*73>MF5 M33,4#!.PWMRRX$G^FK)=!W5:+T0U3L@26;&02+YQ5X.(*B^RL*VM/R$OWS`G M`^E.XS!6ARTVN6=Z`A4E-F\8-V,NWX+9?/=-UY.Q@W1K[OA-P>:JC[&H/Y'P ME,A21=]:0\M<]\J;0NG0,Y1KJ3M$.Z8ERC4MO4E3(X=KK)I7S:059F/+A($K MRQ=J!:I0Z.D8JXYU&*<5Q3&&,IIP3IA*3=R=3!$,PD!$:"IFA*CSO_`2H@2> M67ALJ9"75LO!G]T6J,)Y*8)L8E5\%U-A^`._)34%=;%"&<7FL!B,VO1RJ@&J MW0@<-"]'J5Q;JP?.DE+^_\JQ\-!7EB9SQ31.?5:CP,I9*[T5#*<2!=%61)FI MS,O(CF6UI%T2]5Y16O*AZA.N^'=-^3MDBGT=3*LH,DR11+@)M+S>/ MM,T71#*S^0*XZO!,ZO]L]M7A`48YW.B@4M?]JGM=T3Q/"K_D+B%O&4A(K8%XR`\QI;O2WU:C6(83NZX=F M@/2,C5[;'Z`0':-2W\!A5R/$+5 MZXL\->->7>]SFN]P:U"874?-(2^N:0I&EP6A&ACS1X4P8<7VQ!2:IOH*346`4,A'4\\? M3FU;0Y+)AZ[JMPDA?]9DVZG.?H8\Z*R\)K!98>F4Y851G27UR=*I\+N$BVG! M%Z;V]AW8'TCUT-?`,!`=50_#:;/W*P)\UN4,D,7ZY%5]E$F_'&/7X#FW1%Q8 M$)^(JV$X]5!_T`#[:H3"M8$V=WUJVM8^/&Z`U6Y(L[-_U]L;;?7N+YHABMS8 MDOH3\X:HC<'YCK>&#FX.-:3H8W<8ZI\GZ.7V^08L'T\]D.>@-I'SHO*NYW5@ M1FV1%EF9VRP]0X0/6S2[;7:[9G-J1PP[S)8:O,#Z&>K-"=JBP?T>UQ[("P:E MP5FIE]UB6H>5(6[[+"]Y9O>N=DLL,T#'MYY<7)LZ!QPEV?'1+X9SC?V?+SJ20J5W" MS5H[SJ!CI+G4OP9%XT"X&ZC]X:4OG=D*LNJJTXGZ:C46SA:9G1&Y??`!9:@R M1=+HZTW=(&?`4+?>DUW?/>KR@;#CO?3"0KX_FZ)J6VB=U[`,M1U#,U.]IC*? M82JUV[K7[P^8/I8J`A[^S&:IKD[>?>:+%RI++4%0KC[QY7-ZA/9_GHTF M*+M'Q5-FERDOK9&W1@>MZ]2`]=2S'F5>9IDC9ENQT0Z0YP6K0G=-JDWGVF7@C"D9NVN'G`\!)I9IFCX':6?JN/X.QW M8`XF;@A+TUQ/>]6D:RF:KXN+=?3^>J%S_25P2`@[)CD5!ARFR1%3`_L!<)@Z M)&12V.4"4U%2W]1?3^VS??2]V&5S-J-GSTFL:EO4!35!4H$I#;.?QV2["E\93U__`:;JICLT(=85KP&CF/,W]2,(F5$9B M\C\(B+GD]4WD>M=3<&"3+.;GII;F&?,G,`;:K4EI20V//L$MWV@P,6WFJ.Q? M,!,WK"ST'?Q*=;Z:N79IJMT*E/$"\$9K0G-Z_:T/.]V MAP_C#6OIPKV=5O3>'+@?TFKOK2""0$9M5E)BGIW[ZS?W;Q?P++U4/EHE[""% M9A(0;F@]7+*4$[,B0YSP659P5=#F M;)DGS!?#VP/O$W;*"<-.X0,Q8](Y\U(911>,D`KJ#+O+L,C1-9DQ&?4S'%6F M)3$O0N&,")P9]S-5@9^?"@EMZBTF54OX/+.Q:*P(3=IUE"'M*5^D/1;)-9FU M&0Y,3*)=,>47\N/\4%0PV0G%TAV+";&<`X&>QA%,/AQ:H!IF.3N/TM1L[GI7 M9X4E.OT)#/*Q&O9J)_Y4'[NA&8?E/,(%P9B+CR-4\HR=4STT]"44K>2A6)Y? MTKP:U`:,;B%X#3PO$!`ZI1W*_X*G6BEW8M0KVFB$KMDCNN$CJ[)C,UXA%:$RB$;^;!#X:-K,FLECM%!O%F,ITM=.R1F* M$)GN&_7JB!*9A[)\NG`69YY5!YU2V$%7Z@(S%F2>H&SJY\C"$A&Y3H]N2,&# M*R)CKE`)?Y5,^Z*%,6>"1]=DUB13[\LPZX2%-A4>[#GK1*,3E[D6CZY+P8,K M(FLO&IP5H?;&!#WB3O#HFLS9#`;6GHP*57\$H^X1CBSP\'\K:F^-TN^4;N!,<0HTF.0<;3:S!+-BL*GB[89FWJYEZ5,K3\: M/[J8&:T)_HS0P`%8H`T.KG$AVC%*\WCD,O.]O%T"<\S0!0>M5L1!UT7JOS"A MA6035;"S>;8NM_&M]J@D?_6WD5[$9NP]!?\:&'W2*=6K)LR\<>=H$MBK;`[C&7-'&P M`9),,)D`_?Q*I$AK+)+97A)CGD@^D>(396$EY&A(E8(AG=%41]'4PK:0\_:$ M"'N[%J-J5$X%J8(S)T34,9<;!S&7CLL4I`;6KHY/QR?<2QT_90WD*WA+PZI:%=3]@N.6T@YSOD5*0DU+6/2F5*8<=Z#V<_/ MZ/VWV]NWI[?'1.VN^WPZ/C7CI8?YMP2,V9\X!I9E%P%=G&@O`WSF+*PO*0O_ MK*=4M*O.]_U\&3#,.*IB0.A>(1ZODJL"?@;0.K.XO$@M[I#NZ'S`+HL;RK;@ M(VWJ^L.7Y]NTL53/ZX_=^8A.)G^(7-24C<75E]SO;X]X![L(+R&C]K4?_'UP M:`I2ATCFY8F8"X49I'A!+W-Z'/Q@&#C!_5+SO?[PT_5'C`J)?.>PDD0/U;B3 MY>%"OP//VCWBE=>E[?;Y[.+^=UM?=,R,$N$$PK/K.H%6QO;?+M93TOX_DQP=X M,0G7$BUC1Y5(%B6]FGR_?VK`=6%SI$4R13KE?:2YI'EG"%#IJG[),>6.4S#L M;02U]A9-+0Q#NKQ19>;7L#*1`JC0D4TMC$*.W*G5D$B&(EBJ4;MU,!9<])B: M'P/$7B]Y5]I=-+6P$E//D`$&?)Q@YF5"LJF%<4PQNV2I@B%HJ:^$*,*,/LVP M6A>BS(1U*"XC#=D]?*9^_G8\WSRB`KWNU<Q)&=).59 MY(&XK"(OC>[X<#7->]WQ4#WBYT5)YE7L&AVZO3-,I;U97B7NEOL&RB_*F(AM MXJ#,40K$LA$LU1"&/A4JX>:%WZL_BB$7!#4RHJF%E9`1GJ6*A,D@E:)RVTJ8 MFAT=8[T(EEPTA@9$\=3D&""R*4E7Z(BF%D8QY<062QW,AUS.>E&OW%G3".^- MWBMR0/(UQ0SQ,](--$=-\)G:^,_UW/UQ?'WM[H^G[OQ][?Y>3P_'N]T8-03@ M@F'5,8I6<5!%R]#-`"G0M6QSD\5LIV6^][+^V!1YE4R13WW,_V0!DK"MM7US MF=D8M[W7)Q?1U,)*R$D7*!E",I.EAY*A`6WA^#;.JW9F+4:%V'SNA&O24OH. MR!WO]7E%-+4PBJDE1\>0SF3)H61H0%6\-JV;G8Q!:T@IKZ1G[//C)S&7FY>4 M9QSR>$;*XWPDY1G@LU:>E_74??U^*[9?G@5 M^REBLW^LI?[/.T=O#I,MN2O+-G>YNI6('?KF&0@M]QY/6B7OEQLG]Y8L8`)$ M;3IPS[YS M1N-!C*EC+I\EQ-SH#U.0!$#+N@$6.<)J:GHDF5H8Q53S;H!(*)AR+9I:6!53 MJ-EFJ50;3(6R,%LH2R+K]X1R]\E'@5'!KX4E05APC!IB'@4K/?")RR\.1"W] MVOWZV77.H0;=TYJ^7E%^^_9S^X7K<&+J-KWY#]_\U)@-96YD^/:[M.,@%,+P[@)%'JD6-Z&UU MRWV9B?+UJ2*+W6Q)(\T"@1^LU5#%XJE3ITY]__Q0I8E03)8)SQE[_O$A9?A? M_\(>_O)3RKB`+W?P)7NN69JX?[ZQ[]B?V/-O#W]]?OB=/_LI8]?/\\'ZI\B!]]<)ZD:HX/8)8(5:97D)1WGT?&G-$D+SL-S*_<1,OO\]R__9#]]^N'YY\]? M7,!2)"DDA2'8=72>1%9@V">?-!Z\FEH:G\#[E:Q<0)Z45:9\R$\ML^VK&<:# M:4?XR+JI9W5W.'0M&\:N_HI_[AHXP31KI\/&]*S;L5?3G]A@7UJ[L[6&7_9V M^#HD[-_=Q(9]-S5;2N':`WQBA9@3DZ4[)Y*2E_Y@K7NSFYKF!+FT@]W"K>/> ML%W7--V;;5_8U[9[:]E!CZ:WNO'7,]UNV=36IA^U;4<+.<.#]'9K1PO/&3O6 M09!^E9G,X\R>_^SS*2I*2)9YY@_8=M?U=>O"BAP@5U14=T&5APOR@C(XN?3M.+#---C6#/#!P)V&':>^WFOX M[N4&J$]TR3FT>4DU5VE)/QCV@.Z`95SR//UQ6)4]8<\KO`E@R.8,4N"$Z3M` MX!ZV%W0462B[5!G5W5\S[O7H[AI/1Z!7@ZF:_QR;KO?X#Z-^,="M`^1?&WH! ME#MAGRBSF1)M-T*9S`#L;D[?PDF>%8&4F?L(1SWIX-'PW(.&@C5#QRQ<;GN$ M\D9XGA].QK_4NJH&AN*-=U@X$I`HV='W8^(RNGVM4]T M[]G;,J'HN.!"!7[/*K"=##X22(%70%GA7M_?]!8HK;@M470FJO@*9T=_E"UU M)I$J+4+`/"74/[M"?C:-[RW([&>@[0^>MCXCI5#$TRM:^%Y^_A?OY4=874IX M5L[(24FV ML>,)'P0B!V\#V#7*[$L76EVE*LG5;:CIS+K$/$TI4=+3#F6Q32CJW1'CCWQL MPJR$/$P8SMU'@F=G6]W6"`*@,1IDV0#BXD0]HN_3N69P56!F2]MDL@@72$G\ M.!G=,]-NS78=:OVD3"19'AX-_5?Q&)]_3*0.O%R8=!T;N4@Y_5AR_U,'SWP# M]1A\F=&;'IE(T\I/!/`6'[W%]860X=U%*OW!-X.SH3>@!<`T/0S3P?4'BN>; M86^V:6[/BRQ1ZER4>14(#J,CG\GCV8FL7;0I(BL+_**R50I=WZWW"?16T4`4 M6;BV$C1Q?X4W&#=PZJX_HO;#,T']">P8GE3F<]5Y3HKVQ1R!:FA81.:@+[S! M*N^IEXAZ#J#/@VM+"TFMX41%V4N*"O)`T0Q_8`;R_.[]C*AP[$Q M(\CQ[Q-^!7*S-9`]B1$@BE^]F!8CFEO:<:ES:L:K4I09F,&='?6F,?'\ON4) MTJA+KK=%7LEP3UI1VW^9ZGW\!C0B2)P-(/^J;>,SZ,^^)]41"UT]PFI^1VB; M$*&])1ZRNL1DD68>I+DW>@`SAO'`J!^`PN].`^@6S!::O9FVQID/O?UM\I:$ M+"$^R=.?[?KN<+]D$9G(;^'@IB;&A0)X##0QWN>`HU^VAQ.9'>D6NMMFQY]9 M&1O^@6F9I55('BK-9]4C#4VJ:/+Q,@O"+-.PO"$>OK!R[2Z5S*@6,I=9J`6T M`;2,7BSR;FJWPRV&@G")6&=%/M]ML/-=N(\FL5N MZ!1S6!6\]KB'K>)E[]:^03A'\211[,782VHG4#GQ36#;?J/#+_ M!`((C(E^A6D#I+WT(.\-ZY5)4668&*)012A5_]6,*(@>?;^L`L]@P@U(>Z]> M]6A?K=M<-R?F+3FXRB00+4O/7.N'AFM.PU4D0D3#-18(UZ$=&PRN%S/*?A5T MF2)54-'?W"IRH3?@Y6YZ#4SH0B\"2CP+ZAYFR/9"0GG*%XJ_UX?^S,=<:[R( M\CD3Q9/QB!^]L3XH2][WB(C1*&7*#9CCN]3#W.\V;/+]BH3*R9H[D M0=91AEI#_@R4>>6C0]K0"E5(&YQ.TWFR@9WN7GI]0#=QL9JP7S^S1S8O[JMG\!E>F^?RY;J^L"*`F>9"K)O6V>N&FW]#,PCF:9X M,R62?)XZ"K00X3";"Z&P#O80AQ[L7A4A7 M>/OI%K;0%8L5=0>D68;N0'6_'%Y![[F0]X;CDY+B0G$+26=S__&L#5$[=(MC M<';*:_6I@KT)7=_8KVX_'1YO$%+E*',1/[+@.X10Q`_87MYP"L+_AZ.I+2C: MQ9@FV]`:"_7OL5S>0"@E+THR%U&C$'6W MZ&\`^W- MLO'RM%SFHI_&L;RW,!D$.]I^MGL5,OLS$.; M17Z'!)G?:ZPHZNRSN$LYZK:9>_?W$Q[G*/*`;R$YL1(\D0-4,YAK)];8@QVA MLK`W@4D]N8$]O\(14M=UUR,30$VQ4PPRHNW8V&NG:OA7[ZVN+TA2Y=2?1:8( M*&]`84Z_6EP3V48/UND1=.Q@A@%YYZSTQC9V/'DGTFZG>F3#5-=P8C##%2+2@B+0_I-Q"A5Z"7A/UX8]>@)T!ZU[GNO.#P[ M,SIR:0^JG@?&V]C-!#A!'-9M?C.8M@DV6V7+VOG>5,^RL.[>M]DKMQ;6$%7E MRQKRYGC1`A>.6`GT_C=KL1XY,`MX<$C".PNT*N8XFL,&M%EDCTRD:>%^6LG% M7GS(!@D1[*+R'[',0&P@U192]3^)EMES\_7X4?.U]GPT$>!6&2:":[R-`=F& MK;`#8XD]8&$PVP87Q9O+5RG"UAA5(\"6@@4(3#"^$?@2BC-K; MSIUM=5OC)]_BJ._^7ZLYB6KL552)Q9TZ&>5EC%%]#7@9]II$5BD]!^TNM-:G M2%2(D,JM1&$&*LTF\6 M>3Q$6N4ARBO*Q^'ZM5$9?[I4]"?HQ:Z;7CX3U^3>Q9P:GM@/HQ=L+\.F;?N; M[SQ(")PB,[P._[4_K4J%M%@J_H83>P;DFZ-=:T]]3UX!3>35-)!#R&M&?%\[ M"S\!,P@J=ZS$[TQY7XM/?RD\>R[RFK8/'E3\@"?T-L9:IBP32J4D$RZ]]O4$ MC*V-;1TPQY.M8/J@^`7(A(0*7S";9R+@&H(J?%B?,W@T/;F*>;YE%@2`9L5C M!9)%R0_A'#]GC?>RN/"IC($!M)A:>_9W`V\ZC)/I)@L:,MCQ'+?MJ9.A*;UB MDW]=(9_M5>S"69JRA`E(PZ!46!T48BZ3D"H-E8&N#**I.H>WDZX[H]\UM&05 M__3N5&N^EFM:\09LXQ7G8,#BOO]8$.)+;2?75^J=UNB[RY0A(Z4,,J+/%T&D M?;5[E8S:N^2WVW_\`*\0SZT-96YDG"5?+^7!L%8[]A?F3RZ0LZ627YM63?=`[)Z^I_N+""X'G%+Q*\I+" MT\OP%.[#W[('>+.2]'HNI,_S?_/@XX1(I%A#N9)YJ%3N/D+P7MMVAI2GWG]' MY0F/CN=Y6H;OE.XC?.>HGPT\\]ML!].PDWX[FFYB=3^W#:OU/!HVCWA@V\/' MR4ZM.WXZ&':TG1ETZZ^2O$B4BI["PUW^FMI%9?CX)4:DO'(Q7UIMCXE_IL2V M^I#K4'A07"6*/?@&8=S5-O`XPA5,*'<>?BX*JM@CO,/?FR)HZ-Z$<^&S3Y,L M*^CZ7VW[8@;V'W-D/_6-<5\KJN1VMBK)\J@#J67Q%#!P@5;A:B4SYR)'ISL=^YSL*J>(;S1\G.P289N>Y M?]&3[;M0Y%*M&=VZ0):"LBW]1PAL]&18OZ?V7LL2YE=$`.,\DZ'<>483]:LY M3>:X@TZF]S>.RM4Z._1*P5,>'KG^#IJZ5#93H;()^[&+3G_8'B\X4LF*MRP\ M-\L4368_-)#DU-](\D%6&6(%H>Y@2BC+LQ`NW4E.'+2I;TY7[/^ID:G$>)7V_".DFNDT5*83)U'_&\5Z".\6!/T$Z7D!^F MF`JO\H=*8CI3A5PG6A0^$*=H84HFA'$]]W[!QTET#0^C3D$DE MSE&ZI.$1([ZS!+P(%>4ASD[LU;8MVQG6F=J,HQ[>V+X?B&VIN]P1YJ:[0BX- M2B4U"'@;1AG^=C,PLNNUZ717&[8W.#/L+ZG(`G%_A=[K&7_Z$SR;_:P[_60< M[>\,I&!^??(_?@S`[ MLG'>(3HFZQM;.#5?Y[8(*BP*0:,/9PYV?(8C]!0:Z;^VJ:!*`V\4/'!!)2/QEU]?K=%/,YVQ$U.2>E%.C3""$_0KLMDW8"Z[MZ:Y<7R:9FNC M')!4$'@E@T^#;N^!4.$YNG5D6O==,]<3CD@\Y`B+IT$?[UF_0V7$)'0#3AA( M[%8_'BB++2VG@>7S+/AQBQR,Y_HL)ML!*[V;1MO7\!/,8COVN[YYNP=S/DSP M?XQXM=,!PJY#3F89%:428;I&T]E^"`T'`)QT]Q:_G'X#2#@"O]PS5(:YG>P1 MJ@$\-)JVI3#,:&26,'RC6TK(,U/M;:=;;RI%)5JTCH*W(E.&Z8&%A:;GR6`* M$VXM`/J99KC$1>CF"&?19H'\)^GDJLJI2#^#^/7`@/=!Q8'+SN3?XR++DSQF M,YGERU&A]5%_<<@_Q>EVO%%,D:=)S-\BK(I^!-#VVZ<#G!Z6).=B-G,HB^"! M\C(C#Q2K(S25!!+;;[N7'@0ATL`S:0.I^DB='*)AK;R.T\5`J,5GHH5Y8]YN MPF"8$5T)U&\_NZPN"3VX#9&?V_4K!3QO6KYXLC`BCT'R??,K_'Y4[[!C);+D MI)?ZG-W:L$<>NDEC0T3YUP*TU9'H&,9G'%>);N"CEX:+`XN543&J!_9., M$@+%F27G',_LRSOP2&XM<%*N95\:5Y[Y^*(*2?&BBENG,8$9+N_G\<8S'^0E MS\@J4%.FY,(S?=L_0=%:,-%N*E;[@'4'!?6BE/,5>R[#Q8YF/*<,P:9-N,VY M[_=SV[#6`M$ZG.N=;2T84.!"/S#LO,@X`*0\_JIM\KFBBJBJ)#)P%]7N(MP% MACT6R*G&._(S,CVR4PL;A&GN"4](^`"IN1OG&G>4_=S>Z-T%?&2Q*&*9T9#% M-YL]8&:"$08_!#>@H-5Z-/>AP.`0(-<(N_"@<<)$QQ[PA<3B=;"[G+8+LO'6 M<&%R?#5YOW7;S">2&8[)0@T]BZQS5F?:,4U\_)\'BK1OJ=1_F0R[W)O[^ON6@ M6Y;!3U6"!"+:I&R'@P:-:#38P6$,$H$@6\;\^AZE(W[T_;TQHH]_\_S#`X#2 MBJ^V$:K7VC`T,!N-/FHTI]K9U]CM[>81DAK'4#;W\@_JYF(^9_,CK&>R(`\` M%+8*"O@F/9PYY@L[F:FDBH5=5F(YJ:+(?3_$SHMD.7`=.^@_]=#`(/W#U=E! M<)FBG0&H&52JWPV4Y6S7N'B^3^:"'$O*J*@J`L7:`,S-32]E<<^\LW=NLF_; MV0.AUB_>/0G%H]<6N8Q!_D#&JXRE.LM#1*'E-CWD@`"!;>BQP#XHL'(TF)+!Q(<^8(UW8C@>RP_+[-Y][MVR] MHPAWF!:[@]?`K/F;$O8;P'D><.*`6@Y001185VP7H7&'ZW`"R$4+<,&Q$F55 M3A<)_Q$N>G7>Q$,A"&*1)_*"?U2H6TC1+PLDU.C:XD6L7/R4+,/.<9XH`@5) M!(W":(RS!M[7@0*`3Z$N0ML&1SA]#6]W#$*\#\PY0-YV_X;8HM1='EO?XHTE M6`E5E$$/33C?:?E(:;`*6CMGNF6L#C_1EVYF0\X8ZTNF3INGEY+2D6($BR M"&<:C_5I^]$5^$9FGX:+.$25HW:(I4>S>0X=F0[ M:$^#;GNAV;VNIQY$#VS`:)M(R;MIZ-OD'>,ATV`MJRI5L5_=J.+TF<3<*A!9 M(N"%8#/N/>W=@A3I:I:E84`J9XN0%O#@HWZ&M$#>[1Z.1R.#.?A9V,\`VOT\ M.,*]T'K?=WBYB+$OE`P7\;"FXHX'0_QB<7WS^X-S4+=DB0[>^DOINYM!HU-Z MQN*YL)I@\G:+N<82;W:AK<\.YH1<.(2`>G[H>.->BS0$9H(R`OGM^B.N$2WR MSC3`ZTU#:$E3F8B/]M9E_5F&(LUQP#YG4F+JD&3NJIR:\=\MMG?FK>^:&->. M+_5^[Q1C@>ABO_;_K[QJ;QN$H>`$W8$!THH"=EF@&V0!DC@I$C&(0I1LWSO[ M&2RHB/(/C&6;YWOW,1D3VF$0>UCJE:20::]3Q4=>:#T9/;B(J27.#4S=*"2W ML?9G7BZ42840FZGH`C.' MZFXVB[-"A`^[+(XJ2BE.WSZJQC=GP](,QD*CY64DS]37#L&-FW,('"!O$1C\ M%WNK^];]4O52@[A)!!3,SU4-LHH[[K M]!^\%*(74/`O+7JQVI,].4=-=BN/`*TP(%9W+TEU`K9(8[T!G"V5C&+^BS,1 M[36NQ%T2U'XCB:T0HP3.?"_-@5L[!FP+O+VIZB[/I<3R)8R"LIS'6 MSXG@(5^^]V]_>VRC&PUE;F1S=')E86T-96YD;V)J#30R(#`@;V)J#3,Q,C@- M96YD;V)J#30P(#`@;V)J#3P\#2]4>7!E("]086=E#2]087)E;G0@,S0@,"!2 M#2]297-O=7)C97,@/#P-+T9O;G0@/#P-+T8P(#8@,"!2(`TO1C$@."`P(%(@ M#2]&-2`T,R`P(%(@#3X^#2]0C#XTI M(2DSWWOY\O/37SN\].\*G=[?'&[ MV]7^`-A7<+_QO^Q7F<3+93R/4DU?B>`KNH?0#+__PAYYQ&.5V,O**!7V$;;] MHVY+P\:38>?BSZZOQW?6'=VWL$RYX-S2SNTH4GR_["J4HET3+95;.O5L.!6] M&7"SLCN?NY8-8U>^,'C)NK?65.P`)\&Z?\*JNC+M^,!^.=7F:`]Q27V\SNHC M'?X(6"Q&[+W[];LIIK%\-^_UXK$O3LZ*M*"D\P8V7$!*>AX%^ ML:MLV9KLF%I'RN<"+)"X5]X/]545Q>(J,"2H\RRC[#S8% M':2_=_DY=4UE^@&*\<[:;F0'PXI#`P7J6-T>F\E@MF*+5!*T++"F<1@!]EC:D(61NZU2 MF.!;Q\A(A^!@YYL9`Y0<$24A\40^?Y+%!)V%8`^L&!G4G8WUV0P/%O)#<0;B#?!< M6!H$+$59(Y82(V2NHP7MG">I/\U)XS5040-=.M2BI!_F'^/(:%'LDX\1+,G2 M&Q50I/BQ?X1OAOI\`9!?BF%`=:S;5Z@D8HWZC:_J63*$MW+BTX M7?HPT:5%'N7!:6F:A:?Y+(DX^NGS+$CSE&*6N7W$O9JA8V;N")WK"!0R#ZOW MOX<<-LMDC7>AYW*X1UBXTMB'&R*6!=FR#2F.PYO"+K6+2%[ITT<5XIF7HCR7 MPJU;&%W<$M;'V(GA%4>57"71)=[=34=)6"Q"QSU495/LG7Z:W(XK7K=U$"G? M`[F7"N"]);PENVVOU2M0V7;8\=0-"(X--X#IWX#\AE9`_STV=0G),=_K871- MG&B8HR'8I,,G6+E'!%:@(^RM!OF!NU3F8EKT0FRZ=#=[D,B2Q7D\6M7Q+DSJ M4$K7[3'1$=S1]O0/C]`AEB!EJ$%:3P6=8]I1"UUFGD+ M.3)&U;S2*Z&E7QUKNF_\\C>18K?Z2( M/7BL,'G2?H":%:5EYK.82.JV)&__EE(.['-7]-7:*>R:1'AU122O>%&<$Q:_ M>'A'[!^@\82/+,:A:,]GQ/OD(.SGZTZB-'V5S5FQ3#T5KVYD*@YU@Q,3@'ZH MG]L:8%&T(S37Q:OC,K!AX+ZLLIR[P7=L`2%NM4)FC@$"PD\H>V777[J^&.'` M<@2W/L#\^-=4]VCK`G:PXG+IN]>B05J6S61MGW,SC3W<$A,LS'1`5S@ZL^O8 M>J,6?$/2S.=%">^?,9L@F@8;!HQ98)_:"F>(`7-C?^Q=`Q#@Q57C9L<(0P*':*.V-.I'E!\2]C8O;,Z`]-D/YSJBQV:*+?VE&OT<.'OG24Z M,`9S/^.)-4@0?V=JK+DXT,^@-Q(]WEAO#12?=H??$` M[0U*#1-=-]E:G.NVZQ&SH:RZRNB5VQ0RO'*TL:/[O`5;@QP*[K8WSWWZ*H*) MS]Y>Y03[7`F"P1\U$LA:;R>X#EL+:?=X>"#)@A8A/QJAUDZ$*[J!3C2QW8!3 M[MY-Q0[O6'TH\S`U(SMV-`W<[&_I3G]+YO:62<]M5,::!H_:CQE(]-?:-IRR MFYJ*#4WWQBK`NDO(Q3@"N-(!LF?;].EK$N3VPSI^^LK#Y3]08ZZP`VRK*IM-3_EBM*LF4O]$3KV-=6".S' M1_C@80])A+^72OT0"0RR0Z238\`)`/"MZU_`%X+^HH4$@46T3`3=SBZOS&N' M8OZ1\D(6L:[7'2)/YF:6)X'CL9[6Z^V"$-1-\*YP#1AUZY&!AEXZ\+>'!LGC M:J"NG7,FYC,R$A,PS<5L?9TZNQD![.MX@AP\8UNW-AHO0VA0NUJ5Y%ZK$D&& MV%X>=:[H:_#8AV*`?(+"N]T<$[&C6"Y:CLS4L1'N40>W(\G^02]+A.]E6@@] M)_/,CGUW=H5"L3].34/38AJ%J,C2E?-\I#%DU>'\,`3$\.C?KQ2)?4#XJ]\1 M0Q@30&TJ?3L0`AK:!B2Q'SF`4/G2HX]U6[3@9QO8`[3,[J#C*]OC)PFA4U\< M')7*8G+CD?44LQ[!"!""[3>+,//]`EQ#1IP`-Z:`L(*1(%;Z(W5^5/$&-JXS MV*"T;Q(_+0TY:EP0I/!!IG.S]'W%FCPBZ<&,;\:T-U@J%%\I"?R0T"B5R'4[ M#;0E!%%,Q<)G[:^#M7;DY(O(\A!LXOJ4>TYOLO2GSE5\3H+2)&DGJ!$(!/`( MPG[9P2A0LKB5#J!\B@S;V!,OGYG(O:RWSQVR"[A>0__#B-].IEWD-"S$&W@5 MPZKBW=$`2S.6+EAI+[*/LI.'F9QO&\B"E+YC22T):?9J M8+`A%6`U7NNA1K,+'6"^+@B]762^CZ9%]8>;%LT[!.?D$B3X[&PKO&F-J4P5 M42^2BQG93^O*FT%C\SU`IAGU@&_&]Q=JVF#%MO.%$'Z&TEK0$&5]%(QG[`V< MX>BB+$%B0"*0W9>F**U:%54%KX:Y"0RK+F"9'@BX(XZ%S]8!.@K&@35&G5E>+++N;;9(\RCL6GP>\X3<'?,`W$%02DBA4J"3S35+DDG08A=>B?S$S M^/+-^)7DOM5*H4CD+GU=&NH,_K9OMOV=.X!44[^@@ZI,"2$;*@YD5/D\_91[ MI2]^5*R0]DJ32`FER`T\_2CG2'WH/L;.AM,%"'*K_X@\"T?"->S$@W:+X@": M=L%]NFTEG+)_SQ\XYV3@$'.WRA>OATT9^TAYZDTDY9^J`>[J#$HUC(`4P$G? M3<\G^!^4R\N\O=15D7FR\D,@)`,:@6EPQ5/Y=8`W=&YW3A,\F2=%]TC#A+VO M2U8P^KGVZEM/GOB)P@>&9AB"!H,(.$/M'/NB@=O"F21&!(ID_(V01==%`727("2Y5B( M(*5Z!&A/WYGAD"(E*_7.L$21G,?_?[-J@=3/?T!6K'@P*EQ,^PIL7DPC5!A5 MOW'[@?E53?=^[YICZ/`I&IUMG:)"#L,VAD/UR+F\T#XV6]R;^5Y4N;,W9$_Z M4IAY"!`'@LS8,B!+?;`1N$/4I5*$H]B-F5YXG/)G%))7_H`AIONH>JM<-MTZ MB:!&Z/EJFN^&78JI8\M/J,V6@)*[=9F6O&XP#:G3MK*.5!PV!NA]+C[5*CQG M4&&.#13H)I=LQ68QH$EO#O*HC[-2==,XC."=J$FLQ"JYAF/*H?3AH-2R_Z,* M*#'@D'^8NZC]YYX&\N'F^80'Q7$!QT);K4MG((V%'DL@)I<[\834W M\%?J(@[%G>_^>?#_:5 M(`_7D2$+#6TU8#[;DI\=D)QUI@KMJ*(>WH;=<]48G%^M+.9[>;/V4FC4#"O* M#:[=#L7VR0;]%Q:(O7^2!A:U$0"-7PHC$`.2?R^_XM5I'EU8./<26OCJ!T-& ML.Z`&X#(3S5@.F(D_`%\:HJF'BY0Q^\3_"I=?P*3K^V.)A';T-?150HGY$H+ M/@"Z1P&L,)4E\.IYLLQ5C*9NJ9!(1RW^HZ=`\Y3=:UO_A2/-3X:J_P#!V'/3 MJW"6NR5G4FFO8HI'NN\M'NI"(Y/G,Y4CY"X13;C5(N'%M65ZN-BI/I_K$B8N M5#,"SC\SM7$7:'E#%4C'#52K2XB[VPBY2A3G7(E$+7+^WML23V9RI_LMC0M!A-V-\,P]0:9G.P4 MZHT77.%R]LQ<8F+ZY`YPA9B?&\[$<`,B`]7K1!04%"FUZ%" M)OX86C)4GDU9-]B)5(*@IBBE/U^>=H]3TU0@3KO'SO2GO0MM(&U;!:]B;]`< MZ50==!AIY/.>9!`BW96UL1`S7K@IN6+3V%B%#Z7.W?<6[7OO>RC=KS`B\\:< M24@B%,%=`%S!&6=Q0-_TWL=9.>MFCDP*LY[S!F\TE>_ M)U`V^U4ZT[>7+_\`*0<"50UE;F1S=')E86T-96YD;V)J#30W(#`@;V)J#3,U M.#4-96YD;V)J#30U(#`@;V)J#3P\#2]4>7!E("]086=E#2]087)E;G0@,S0@ M,"!2#2]297-O=7)C97,@/#P-+T9O;G0@/#P-+T8P(#8@,"!2(`TO1C$@."`P M(%(@#2]&-"`S,2`P(%(@#2]&-2`T,R`P(%(@#3X^#2]0:(F.-9$E-R4E MX_GZK>)%HN3$F4800+8ILEAUZIQ3GW9W11RQA/`\HH*0W9>[F."??B1W'QYB M0AE\>8`OR:XD<60^OI![\F^R^_/NU]W=#W+'XSC*&.$B2G)":10G\!8^:T6. MY'?2DKM/NVE58??X8G52((&)>^(C- M$^QF4]`3R!3I#@-$7$+69#DH7?\-*=M?2-.]D$'+JFX?R7/7C"?5;\RQ+FY[ MR-96?#Z)FJ-X1%/JLG/6B!5?3C4Y=@, MY-!I.(74[;/J!W@>.BA8TQ"L;-F=3GC+H2N?H*HFD-=+%J\32J>J46X>8:DL M2W4>Y+Y1!.Y]ZATBLB)*W@2$79)&69A?)GRY&*.N7E\/)GN08ZC95?"8][8; MWD#H098N4Y`:3!-@V68]3Z,%5LS-$GE#:_`WSKJQ)(L&>C7U@F>#V)'O(9YO<.;<836&7 MW'>GLVPOD5EB&>E60VXYSR*1FT04AKS(AP<:T(-?1_,0H.Y;&C8SI=0?D?OL M?5M7"]JW'_=_JG+`C&#__G)6;7NQ/_]"]-A`+KJ#^>G[KY]-F^"S[Y^3U$]J M>`.:O+`\1B-14`=-E]=>E:,&7L%,]Z2!?A^007S_/,'W<$3;0^,";J9RV*C+ M\;17NN].RL0#.%HT#!=A2G?_\772JAIM/>D2.9DK%J`\-8^P&!H;[_DLFQ&) M9`;/2;7#(IS(L:V(TG>*RV@>)29)!ME8V_BZME=I9(D'-K./L.-O;06H_2WZ M'I&#@D?9A"EMU&/=-]+2]E6+OM3`.B5D=:B'<5#D#\9X4'7XF#C"2&(:@0#] M0PFY_Z_9Q-XUB1-WUQ`0B>_HA#.7Z`F(T"9$_1B!'?Q5+E`".9"CA!\]TBSG M0D$`F#W^WI)_I5$H49C8@=9;1L)'57TB;B#=;TZ3`7KQU M>Q[YDK^AJ(DGYSQG3J$>#!5=0GPCM+KF&1M*DJ`4&S*VYI[J+W4Z#U9A;4]J M3)56-D,RP/_V"G:I0-I9@RKUTIDFJ8MLK[LGR"+$5RG9P),\GW7WK#`H8/-V MJ`%F3HCY>ZE992).O9*D+!6>"RP;`^(8E+@LN[&U5+WN_2`G3JLQ$UZO3>>M M[I?$OJ=Y'O,W[J=5J6JXWT%W)[/CI`^2O```T3[(1ZV4:7K'D+;P<1:QQ?4F M)S*E,[@$8%(-`]87;C<<@^CM1E?!6^)DH'S"[5976`#H";S]CU':#XZ:@_Q@ MF*"JYU&#\>E5%=TP$RQ+HCB_B>#$M2ST#3,\95UAIY%_X*@)(K.XFG+>8.0M MR\1K#BMQ8D%%D4P^YA]"`I-P5=[3V`_.GJ+:R[9$`-Y MC\C._8@^J\8E61ID,0@)X&(C0< M?IB`_IZ&B=V;")9-W\$7#:!);U``K7^]UI"U>,@;^-Z"T7QE.O.&C6>YXYVJ M[LNFZT>$1'D$"P4%.&MU!HR8:0K3_QGL1=WW&(56C2M+=\5,5L*=RX,1X/W^ M"^F!YV8AV(K""\BQ?CPV\&\8XH0M'R@Y2GW M`0B/W1/,069CVRUFMKF9=+OI%<"R&6#.X"W:W.%,O#L_7)$W=?7,;./!PD\F M!;V?OHR]0$?H:@9.HT13N&ZDP%TN)X:;UB,SYG8-LCSW4<&D9M>_,G9$9'>L M;9R&!7%B[`"%U6*H\Z)C.`*P>NYZ0Q"SZ_T9DD^H9\J$97EH4)&E2CGVR,:5 M*B%=AJJP]LZ9VE'!E@',;Q;:@R3W]B")?6.Y(.T,8=]+"TS73Q38-P7L*Y@3 MS2]SPQKF0(*V_&G0*O?=.'@A!NLDDJM.\W27<.[V7'"L33GB9:T;\'G?0?>= MQWU3E[#V`*S>/O;$"B6"J&LKJ2_3_(@_!!%=%X2ECBE3P=(YF')BG)Z+#K8T$53X0O%,N.XV6JW";IW" M19ZT'S7XV0SIA'>I$PUYD/0(]-<]D`+[3#L<'CY&"\>@^H?U8.]E@8XF0, M,8>NOW63Y$WVHIRBL*_9VO4RC83P;BKPE,XO+97OJ)K*TX4WM;8GYO=L7E"4 M`W!V%IPL74P;T+<3KPL'%[MY4Y_J056>DVY*[-9NN_:YN2\G37-7S[#)(\]4 MV6TIVMHEN'LAS+H/#Y10(PAD=[B;DIR'>'+?TH6*Y1GQ(TCNY/%W9+/+QN?T M,`[`=_"Q[X╧F%(PD%8"2'\$N]([YT%>NK'!+JC&AQ;?D8KTLQ[ M>#91!+A8@RWD]I<69/98GYV/OP`$&U160_H8CU4,FT^60A>SVPEU:X)L?7B( MKS-ZY9PF]U_PV('E&\3P40]UV=@>_]J6G3YWVB)1CL.QT_7?UMI@3J69:0ZW MN@6C"TTP_)"EMIAT5C730(7GK=0:85BZB>,8_UVE,";S;IYB0P3OLDF<"N;> M]34.A#1;ON/M%<^8P\_'WEM^.L%TKBT@W^<,^H%->FVODZSDQ.NE7?9=G8&# M]DY\DNP]14^7C03?T_@J;5C%Q#5!D;DB;@B+X\(21+ST&\*EF$CK&Y5L\BB9#Z<+CA);'(;()]K8[>Y%^Y*:1A,9M^^-P6V6`GLT;M9,:3D MO#?<)_7>>T9*"`!HKP%DH$5W$=T4X%1X+0N;FGMORF+F#OH(A*UQ/Y2:%T,\ MCFC&LQ/.F7%NM@A=#8J8S/R58KM\WV_62NC23-=IOD_6W\R(6>:]N,W:*QL$ MDXY;EN9F\POLN" M+VBK.O+42Y^]%=N'XRB\$^DNB:2S[17B#B2%7,\_>]T*.EGE`ZP& M+GGW)BJ3,G\C>]`/DLS\559K6?.H4A2\[BE%LXLEM;!7\=T82:'F_Y@Y@0)5&`5':\_E]`9+ZK:K,3($:C M-#^-L@J@E2"%UK$B1LBG+5;C"K*8/2[D*EML%N))MI/,WW>Y29;X"/F5K8ZK M+A:7O]2+;FZK_;@42&C#-)/5YMD(?;BV^?@LE.9>RJ(U"7[(=],`'_&VK@1B MA,VA^$`GIG]00)]]?>$%,O8F>:S9H;WO7]5+7Y86S4V]U(>VX+#?]D_?,)8U MS@UE;F1S=')E86T-96YD;V)J#34P(#`@;V)J#3,R-#`-96YD;V)J#30X(#`@ M;V)J#3P\#2]4>7!E("]086=E#2]087)E;G0@,S0@,"!2#2]297-O=7)C97,@ M/#P-+T9O;G0@/#P-+T8P(#8@,"!2(`TO1C$@."`P(%(@#3X^#2]0L?#W1C2Z%[([`P8YZ$[HJ1>5 MWN_Q.(RZ^D;Q='JT.S[':1HDL7@&_R"8\5AVK2J$F,OMZI[%7O9?ZM'L=7UX*Y0#T(VYW[!#O@;$?Q8[B71M5=.H:FK'LQCJMJ6[89FZ M@G;8Z:G=TB]G1#@H,''4N+W@,*]@3AGF*$C3-=]RT('X0SO@]O(;!65"H)/4 M2#G`GIL:?WH(\T+*_4W"9;==P+0DU4( M_Q%%GPM+IK4I:O'S;Y%7-FY-5/I)X;=1Z>4_#S-&I@S-(P[X2T\F0SU"H`XUWQ^3JJ*(NHD+W2B=:\?QZ;1T(>D'9;V9\=>U?BM%/5SAP! M,HR]JD9+#HH$A=W9!8].?N:CKS.?I0Z^/./,(TV"(L#E=#>(J=M"3&P$9SV) M2G:&>CX]->2$9,6(R4)U;+*2/`VR_''">(V7D*76??#)Z]51Y,0G6D=\@S^O M$22(E@6B41ZJL]&:Z&G52>%:I$F;6AST,*A-6],J4C&#-<`8E;WY_4HJ\MSE M,\F9O=>B]WTRWZYQ"Y\),Q&B@HDF6]4HH$K%-,BVYE30Z?)P@+Q)BN^:B$XX M3+S:+$?YJ^&10IE8KJX2K9WTE843!<#:J'XOB1G86(Z`1M3_J_<'>K,2PP22 M2`2BAM'!7O>CQ/\]PFV0ZKQ_'=Y#R)G7:F,4NG/$K5&D`, M7/<8,,/"G0XWI"[PN-.5OARD^=QK4R=.Z'0G'"J)%QK7?,7=D24$\7VB#)Y7 M>.;J-]W\T7D)_>VUG[4[+RG-(Q;B$+TQD.*((XC;G%T%H<2CFQ*/_`(I78E? MLF;P,M#<8*:;E?EER6!;#P?9C]2(9&\Q7:Q\J\TX:<]3EV"[9V7:%5>>$Q-* M(Y7IJ`E!X7HCJY M8;XX]Q<(LJW4<&E*"R[5#\]<6+ZM"TL'X]H^4EW!N6C4$WMC(Z1.O-#/CFHP M[1!O_ZB/,,,-UPIHB(`DID/;8(@_"YWT-J8G8V`BP^?4U"/XROR@ M>&K:D%34@W&;K%#VB&M=F!4*XRB7%A>,T:G>I!GWEQAD6B5)C#Q8`WRQLZ`U MNH+N#F[2DQ4$?D'%;L7&>+9NM$W6&ZIZT)XF;:+(H8=O:J&;<$?U,]5&V6F*R M*4-W5I1D2^_USEG4C%,G%$GBG`0&BGZ[FK6\),-WQ<@LC_BS\1GN[5\\ M6>/:$A+Z5<.%&WM*N)L`Z+6%/BZNFDHX'V`?<8#= MP)T0F,J5&U0U7OJTLVC$>4);OJFV4>[4UHP17&Z62-P*+%-L1[#/*QHW3C2. MRL&\/*HM;#"=%'*!IB(?2-"K>]2B\QHOYK:X1)8G3F2Q)7$^K MV4U<*N&F-0S6I-ZK7:O`XTX/])N;J+Q+O:LROA!&KC!B^XBE!A,%$.U$05IK MO0&JW'BWL.E!NZ+XV/==\;"V\=O&XGIP+T MF07=GGZ-;YPSOGF:9][P,/>]&ZT!?`=R;CC/3`'#H:Z4Y8;L:.Z$ZM>C'706 M/=0P^6]YACAU^IPF&6?_-M?T!E-7:\8*D_4E>"<%'F\,3M2-S1#4`6?=5:P+ M^:4MW$][1A[MDCCT:!>7?<1"8&_Z')7"(Z5/BI0L]16-F.8Q3.KZ-@N$W#28 MB09W!K<[+>0$!O>L"Z;H>$)9<4 M'[^31ZAC77J9B` MN42Z61*L**?E0A+@B0/N:8OXF%OR?MR]-8T/^+V,Y]RX]G=G)N&3M]H MRI4=+!"VMA&B86<_T$1+_Q))ZNQ#E*_9/BR\%C>6ZTPJ8DY=&U91`U#`E"^+ M5ZST+I.;Z4PYM#=$%24WC2C.YQUO.#)Z8*Z^%;4&4Q3 M"*I_+P?O$CMS0V^`8<#EF8;&SA+%YY%U,V$1Q+Z"%VOG_Z/U.G=.DX6)^V%Z MF??>D(0H@P'-WVR''EUB'D(CFC=X$Z3BFNR$7$5#".[13$CB4AEL^[N3>QJE MYDKYFY;;Z&(VAU>&I0?'8'W"Q1[-_FGAD*TMH?Y\]D6"%MFA:F4)R&;KD8JQ M4*29ZV\0ZO5]\5K1R&?N3C1")+@\&FXCC]H<;?6+#5R60Z(]!F2L1%$0%_-8 M2U]=-?`!T\2HQA9[HXRV-2I\^ZA-\$'7;:)T<@&H62X:B5(XRG:JS;1DW(,' M'J:QV%5PP$-L%KQCT.R2'_!G>>@L#*[/)63G4GON;;#`+,"UMB6\RHI1Y=NM=_OU5% M4I>^V1L$A@&UQ$NQSJE3A[?+JY0[7L#\Q'$CQI;W5YSA7_/*KGY]X,SUX.4: M7K)EQKA#/_?L$_N%+?][M5A>_617/N=.[#$_[TZC;8;P+JN;Q?^%\W2P<4\==)3LVZXPSTOH>!<)XD35R_S6#&1 MYZI3=<6ZFG6%9%E==4U=LK80$%PY/`G.23#:=4-7)\%JVDMU>RLJ>)*N;;=V8;Z+*V7?/ M\U75R4:VG'I>>A#;)G>]9./S4,Z>8 MI`,6\2!=M6AR5J]9KAJ9=36&O`7`=K(U'-G0ZIX7(\/XL+H7IG;UA!YA]8$D M"LFV$U4F'?90-VS;P[8M+`D;:6`N4<'L=7BO@-J0AR9K#I8G&UJJ#Q\#6'LZDY5KVQ;[X$QYEW==VT'M,4/ MYCM5:VL&3**[>9>K/K>$"%Q^3(AK#`BR@FF!G-(:@*Z?Z%E&CC1R+H^=.)K0 MP?6BD6PF2^NU*I7H)*XKVK;.](^U(=:P,=6EZ`BC3FTDVZNN``KA,*JE2Z>\ M,:$<0N'Z)I[4]WT]8=O(G:K[UI3F7K3OP\\^C-_[4$S)G"9&UY(D-.DZA3_\ M5S,2S-"?)M%A2WB1PTDJ+?)FB*Y>("1/IS!V]#YP`XQJ@-$/7!W7)W,T`OBSK_LR/Y-P-XVM3D?TB%0NRWH/?6Y; M`ZH=XB^RG[UJ`%?8NF_E88ZU9`*59=?B$,@U:AP-HZFM23W@!^^:O<(U:AW2 M\J\42!#;W'BV!C4!.P8=$AG(K)*U#+8MJ'T(70W#%XVJ2U;`]-^3_0KY-:E2 MJZ'8K2(#S)EZI&!H]VF+='3UIY-F<'IC8`:F>LJ,L[40QP-;4K,(N<*5$$R8`ED"57;5;WC7B5;"N:3D'=3)J$JF:X>)%G13Z)3!2=^($U M9WT21$(SX@/MBP.;U=0-3%:7;QE*P[\AF!XVU/,"S,BEK/G8829P<1M3-*C$ MNJDW+*])"Z"/K0$HEHFJJB%3*_)%Q$;JX8)BAA2,;=YH9A@ZX!$/:V0N$8,C M<(Q6X)1W,#]8]=<'=V)-!\6>C3%OW1E/N6N+).#&5=W*3&!-[D'E:H;G13`K MDHFMT-*0B;8`V'3"E]AI51/(2@>PF$L%=E23NO M(,.KDFH;V.MA`7@::-3ZON!$UYFQ(T9@]&1 MI<"D\N.D'E=5%%J[Y*?&BWR3DYQ!N,@63-NZ1Y(RZ(H5\.I(VG*YDV6]W6#/ M0VF0OV]!>4V/@71>\,NFN%S/]A!NF[&M8X=]&P`54+F9VJ)+`$21XA\#E1G6 M@W>7K90$S6D+Y(6QM4!^:-J`/KW#OFJ@]K3YN.$)QOPI'KQ[FYA68&@=FNM: M*;Q((VSZ@!QH7U5C8P*UTZA!.S0AZSZ0\E%[]$ZNV0F4+S1N>CSSADNE+8(H0A!/B$848(,[ MJSB:<$;5["-L]/5EP9X>V#^?G^X6B_L78VF]RY7H011F,\.HCU6BQP/;W_0C M]3>`#"2ZW8+$@B-M9`FLI\H;'=X1S0G6#9!SA:9S#H'H:;&^.Y>7&@^@,]3(4"92U\1V0 MA$Q*J&L=/T8A2CFT*N@HX2GGZD6I$TZ<*[>C2+M3TS.L_[T)/+B3'34\"'(P MA;YK+T0ZX1J%E<1\V%R#ONCH#O,EL[Y1W1N;YG2!Z&EF; MG49G>!X,+L3EUH7<+Y:+YW\\?OG;\O'I"S)^^1L2_V'Q_/CE[T#_Q[N%CL-/ M'/\=^H,BX7;'AN[&F_N\>57HT&P%0)K=T>$-^<-DS\251(=T5^,`O/\+'@SO M7OH="&*GYF/@Y<^^1F^GM?>&-SA@/G=0[07U8-;74;U2&E=S`*FH']0V>M)*O<,T3&.26/J.$ MDQ;`#[J2FISJ]0\O5J/&^L,MIEDIN`HU"AVOA+`WT%=SI&AO[;H7OF?=0-$O M\2@+>U3%\Q MX+HF<^`-ZO5$*&^.C#V/QJL:QI"FR?38+W+;R/3`X=,!\-[E M.KWNY&(&K2Z@PGXRZ.<6CID\"1TEG?2BRB_NA MI:3<;$NJ.PIYUGZO:=VJ1P#F0!YS3F]U5`*)+?Z8'D??)D56G&L4Z-N&TQR' M9>5HC,QR<%\H6/5TDP\3*V]NG)C$4A#[N@>;`(QE&&M[T.[L7 MZ2HZ#(>9II5.6N_9TJ0QQXWLJ!B#U#=0>8F]9]T.X5&!-6VAMIBKB;SAS27+ M-.?3<.RS)/!)8)8$RAK#53.]@FI^T3`HJ5.\^#TK1/4JV1WT?M7BS>82 M!1&TI4,7?<$&WUX MA%V,S%%K;0/-_#.6<^!CR"T?"T&MR*"Z@RX$I-O6>]E<&SZI*BO[7+;:E^$7 M#`I&2IR8@XG/.OIF)AL'9T.['JY\%(%-!Z#J6PQ@BYULNXT6L7CNX%S/NH0T M2`QL>.7\?\9(%Z;+:A5;XDYKBH?6PL?<=(P10%&V]8=0K-Y&'.&W/M$43<0( M+I#JM>@.7/S,M5H93E(;O,A^]G#VHVVIC??4;C(XDCRA%+(Q(C-'YSA)']9V[0T:MSC`B%7U[#+]%X@G#4 M_'B/CM$O:/R?H[?CH_^B(X9QE%#$XHBGB)`(<[AE/QN%9N@+*M'1:-R>DNZ- M-^[UYG0P`.\2'A[^H[GEG$NPC.1CMTYQA"FCWCE*I'O%+`I5G:"Y!@_J658B M72ITJTRE2S3/ENA*H:E2S?#)#X(LV MJ(+_[%.EKM$LNU-]1WC:.2+BQA$6X83%SI&L7$(*)HLRS\RR;SDO:V5454?H M[5\3=5N#6?_J8Y!32#Y`@5M;G'I3A',?,W@'05ZI0M^?()6!]SX+,XBHTH5" M=[K.RQN;S"VF3KVMM2PS$?`F0O@+>7D'$-54U`;/9#>#51(PR*+I)5DP61=:D(:O@.P3OTX*/3]+F$&%=BIW?QW'S!Q&)]O>`,G=_PR<88_O)5Y17U0)BL2W@`1))E,3KU4>X[$>E%W55 MPQT`W`5!K$_?X*1,NP9/_<',>N@S.@3RVG,)(WWW+J'DU?Q*F>8L3RRU//&U MP%DN^8Z56G28OXT])YT@&E"B$5M+@#LB'X+L"^0X>LSV4*@$!T)R9[XX/W%G MWN8CI<%5SIN/R MI5?U%_1N7F570$C7UJ(M=R`24^?V5\"+&FWN!H<(@U[E3RZ8P#J,"GOK(>WP M2-AV8E'LVNG5.0D3N*&^-`P8(E*?JM_LA`+_+E516'!:^F)^9/:H(I2\#6JF MBZDO^IAU+?3JG"%BT[LR]G&2I/V8!!0+ZBRLN4F34`.$)ZQGLT*_PYB;!BJT MB>KY::_BIF8:DSB4STA=NT'NQYT,]^*.<]@*Y?Q^?:U,X!O>8].G10>=##5) MDRA^%`0W6YO6X7X0Z!H&Z6\+2R/^B0>1M=J`L%#D`)K+"A2:*PPH",K78PMT M"BGQ7`+BH0D14FD+-S@-?;B>SC2DD]#4I]/F\=*)C*6_FH2K_8RR+DQ_\WU3 M,G]")_E&)O;":J7A-.XC\7HRT8NR[JO%.+9#2E`&+=UPG;.[*A;#(1$U.7ZS M68#^L7*!<`>N%8I/@CJV9)CB*'VTX:@4X:+[V(+MD?.P.9FRDGJ6\BZ!Q(LP M5_ZOK^M0)\S&MY9YBEO0..Z!%JHZT$K,UVTFW4T9;N85.M/SVT(Y$`2WE-.3 M;RLLJM8GT!.SV!00;]KFL8YI9R'S;/"I54V6ND(2^8.`NOR#J!`K3*)[3,*M M_%C+(LBT8-5]M-78)+XEDM,T>F"1R;AU5@;40N)S#WB3H)Z]1A_V\^@S[M+) M9?1MZ3SEK-EW3IEUL&O(-AYS.U0RE`B@:^#`3=;P`W&UX:&4K&J(?_I.BR)P M$HG;YT1OD?#=<`$HOL^6CA#BKC\WSZ>>SM\_"#G_OW/_@S$DO.5V4#C^QMG, M`#]\:91N:,:AB.7:;G(`\IF!Q"1<2!,OKBYARS$9>F?W`B>/R7#$$N\MBKO( MJ*O*FK>*'+K1S^QWT(>J1N.9GF=N-MI%=X7S3INI M+M%(%UZ_,BLU!YK1RJ8#BB^$(F7M$@*MZ2Z,#*C]E6;L#;Z-?G;S\P#C\[-J MW&YMDA-WX5.V*-"'[)/.2[_;`(XD'G)4=DX<@'QV()METTD"D4[7[A^,N"5`?4'P)%%?VCE@FH1-+]'J:S2OW,HW8T-,$BZT^$I\V M`LD<2NR@FA(L2K9R]W>T]3.`Z**+0R_29@.Q:\>R4`:=Y]5,F8#D4Q@UWDJI M!R!_J%1EC3YUI"JEN_!)&;-$'Y6I_W:ODR@>Q%%$Z1[CN/L[!_?$>MIOR0L] M*]&7O+@QJG+L&D-/#LZLM7D$3.W_O/X5E)/X3EP\%'M_NA^0=P.5)K(%7F+B M+HP4X#[+:Q4`Q8-,#%ECV[IJW4M[1E"76-QFEO)NT?FG_?O]+.TP"_CO"C0A3)WN6M<3B,Z5+*$B*W*]@#ACU-$,6FW$^;I\O,R*]%(%44` M,!G4M=#9R0'!%VE"G(IP/I:^"2^T0K\"@$N'(.[FXF8$XV[`'A!\WA[$+8VF MQ)__H#1ZMV@NL2=('P+I$(L$HT#@!?:3+5=0LK)S&T@9%#FR[C3.GL&XFZO$_8YTI*H)![# MUX45,ED[!9^P3"1[NTSL/H*"T<"CC*!V'[S0I?*[1!+180AM%^\GA+O(I"N3 MD'#>,BD/-\Z*S'Q%XVQ9:./>'QZ%K)N7!PR?%4,"4C)TH<2]-AP9?5^Z-DR' MHP4U$_'=%#1PA,NXM>3<;5+P\(UC[P-RE(5M)>2*5OTLQ+8J[>`)OR\J-R^P6FW3&P6.R+:XN(!OQ^H5KD(+4@H]1<^9F:)SDQ6MBW( MAEXG6&QU\V?&<(=6CK?CH_\!:\ZHI0UE;F1S=')E86T-96YD;V)J#38P(#`@ M;V)J#3(S-S0-96YD;V)J#34X(#`@;V)J#3P\#2]4>7!E("]086=E#2]087)E M;G0@-34@,"!2#2]297-O=7)C97,@/#P-+T9O;G0@/#P-+T8P(#8@,"!2(`TO M1C$@."`P(%(@#2]&,R`Q-R`P(%(@#3X^#2]04X+]F1:Y>?Z0D9/!R M"2_)(B,T,#_WY!7Y@2S^<_5A*4!C$C7`9"D3`,J(!=^-QHLB;?2$6N MWB[Z58D]X[T]W:SV!N#<,/('_]OL2D2@2$R30`BWB9.0!E2933?PQ,/8^T83 M84]YG]YK\JZN[\QAPNQ&`^^)OP>-8S6^20@GVA5XIA*17>><,DNB(&*C-1$S M2U[1:TJI6Q/)_8BF.`DG"@)TR1>>F3AVD0LS829>??,Z-@-PG MC-R$'/_XXR@+^PU)8C?\0U<$ MFG[;:?\OJ8A,_$TI\5@.J1@JR2R_E`D^@^\T=M'OFHEGGO:",R$<_^*B,+$E M#R<+%CI2>U>7)23C6]KIIC6;)0O4I1L#@4:_7_S^D&Q8:G_!Z6!]BZ&1*XL/ M.?E[DVYL'D0T6#]=%BS@9UR,J%N%8!?Y8\N\#"ZV110Q;MHQD(*%SVTAC M9-/P@A8C%@2L-,&(RYL;"\:O!%"8(ANK!I"NT;S]/)E M+J?HP=)!'L$#2\;^+NHN+:T:X`&;E]KTX-#`P:YPK_IF^<3?,ZK!)GBMY`"/ M26N8F6=1,`X\"V0GW-+Y"@5CL'&`$U8RIR#.TS%IAKQC8%;_Q50- M7M=E#GV*K-.6I.!OF79%7;7K8DOV1;-SKJZ::_Q5X$F;YOZ M3C=.4YO(#K>-)1]'Y,9A0$WHV3F@',ARG9;@82'&^>>JZ.#DKQTH@=9ETQ['Y23['-@=7!QEWX:->>N)<)#] MJK-=4W2%;LF'APPRLM+D3=:90&%Z((IE`>8PK.TN6\]#)X=YY$SHQDLXM9=S M(0OL05V#;C8#C#O8P7H,DF^?80OQ;E`9=*8&>4J7,?O+;[R8'#VS`TRO4"0WK\19.WKS^&(]%IO?[[Y3+Y\ M).\_?5W\].GMSXM/7SX['7>1O=EIC7N*R'D2N9*(00/9\][T=)R[MC0+US5^ M!(HOL!X@Y"?)UBY0#9;;=ED=DJ6!;69:8&]8\' M0XVZ@YF(G2CWQZ)*JPSI\E.5[Z"J'LE/>K4#PJV;QS,!NW&FYJU. M]JU.Q6[#FQVP%J3@L<])5F\VIG2A#>.-;N%Z9;$J;H%O<`W4=FZHV?;%+XMW MY.VN+'4'#/BV3IL\`&'4%:4Y[#B0F%,^#.B#.?J8F+W5\!-ZP?,,7T]UA,76 MN3@M_NJH/G2?(Y4X=[P`,5Q[JZW",-9W3D4R!EWP@@:8=!3.O!D1^UL;J6U* M:')_Z(C/,Z(APP(VVNR;.H-Z8J-QA+"O]?&*$GA?]3R MT+@;0PY>S!X'0EV=\?&0H)5GP9![+7NL3.`)8'4/K%@^DDJOZJXP&@[24;5I M9@9$]-(,AONB!1`ODCVMP[F/MIBDU`-7. M'/WDQY6+6H-GCG)A3[`%G42#MCL%UTC,!'O_)3FJ++V:4#!=_!&%.T/UB>$K MZOF#QLG11F"G`#O>H64X#S+@)[V1T/!(:*$,[>=G]8(#6,0]7?.0S;H"'%]7 M&DMD4S?:U_"R+LMZC_8V&KJJH^LH2"9=@*I>9%(WM.2H(J#IU[N.E,6FZ(QN M^)O-?3QHGU.YIV;:/"(J%;S$0=!J/#F3E%R)K=:^XZV2>^0^>!#4<$" M&''T0]%VANV&H6X@?5>)X#&[1%_*M:X_/X+,RT414N'EH@W#G(WJK7D$+;)/ MMX-:(H!#K-SBWJ!YO];FK7X`@JJ`Y4J(&2"W;I[3BACW@ULH/)1[;090Q5(Q M.Z4*0GD^VDKBDI<0;$G]K1AWP4Y1>MQ"9_#2.*T>?7=-`5]Z`P0`GR""IL7F MK9=D;O*1<7#A_G;),9TD#Q2KZ*M#",?+GZS@T??(1,8SLSN64'YCA_KGKS'C"?RX@Q_96\GBR'W]8']G M_V!O?S[]\O;T%WL2<1SIA(DTDAGC/(HEO(6?6\,.[!NKV=/KV_A4[L_XV9_N MGJ8+X%R>TL'_<6_YX'2<1_FUMUYB^)3G(;C$?X1CFG9K6M8W[%"\&]8?##M5 M9KLWYIEMF]H8UK2L@9_AF;:HNYUIX3=;PU-%"7_(%GM@F,8CE"<:J7<1PB'+FG-EAUL]\SP9@C!]AWK#D5K MNL@=QF4<91F+W6'72_["8XG/O/@2XX/T%Y$N8TFT=H?P2/)4^&-^JYG9[4S9 MN]2*RD`XF[;Y;MJ.%?66;0W\!I]-O2_V$._FRIZ$['7D-OD$0RY-:6Q@(VR.1YMU]FF]H_8KFR&N@_=??$1+,J::AG" MT)P"W[7-D14W,=.TS\SNH,"?A"Y?.@UY^K-?W%,BRJ;/"$7% M4\H_1ND59<\*;":#!M8]=L6/P-"6@%N,9A?22R`_.0.3+W-&V,MTR*\;RD/` MZC,+R9X/A-$ICKYN4/^-8;79-[V%!FQA7"R\"B_Z+&(>I>L0%_A]TO2,8,+S M-`"J;GIF?IP`Q7`!W&A^E`8_'9K.T#3@G%P,Q`BYU'^$L\JAZYMCT7YB%EBG M_O-D.M23G679WQT0,@/90U5<#S0'"&5H' MQ*9F$$OY'2H(7R$(4]F]W51NLJAER55(Q@F1H/_H66>+6&Q\6O]^^Q=[':K* MP.2SUZ9HM\]3$/+,*<"#(#QSK^#Y'(:.&/9(K!^V/ZS,!O0/_T3\!D2_P*/2 M'H_PHW#0A%O@.&B_W5EH>ST<-Q[5CJD<2'U.2B`'K35)1U/T"/W6@E"9DMPKG+%E;KD*N:4B5^>)LKUK!P2Y9A=!]IUX3AND M\BAY,/8D$2$(E25B%KOMH+@%3G+O?5,FS]-YG3KD'(B"SDYU.-H-S70\ZE4B M4ARC7=8M,%$"PA*'NFW,H:AV7UAL25Z;C_`;M=E-:"F MK0/WFLX(108XU?%TAZ.Z!/C613\`BK:F*UN[`;XJ-LV[F8CW':Z.A/>ZJBA. M&QQ7U+D5B?8NW34,]K9BOF3PZ&%[%Q8!N%V*V1A!8@.0.3A](&Y'VAXL&)MI MCQU&N,H8B5#HDI:%#_X<+N3DST^M>2^LHXD@$C@.D[-?EH?S&`1U9K'&4Z>N M#NOT/(F_-5ZJ`Y^/&0!Y10_R3Z*I<(GBY,&&MO7JW7XWX5)<.:%[YVUIM62I MNM3=>-R.LG$[FD(U8K_5T*RZ-NZ[]^(.)F$AXSJ_RRQ,T^,YZ6BF\C`?#G7/ M2YG6(LH?5KK1P.;);*@=6YV021LL7&M*8X&W/%4>5B$!Q8--]V*ZXG'1U3%Q M-BVUW<(@.L7O.L^+W<70!V&7YR7J5ANY6[0F?1S)Z,++B[`S\BCG1$1O-W0S M0'_N+(BK09[]1U?,U@\KNK))K_(D2A]QC0X),?%3IO.9*^FP1<4>$(]D@%-6 MM+U%->S#1C@Q`*NP!T^69A>5R?6(>Z*FA8OHG&3B)1#/%VX?D;5!)@>'[1@` MOOP!EFNHX:`/.!2.@^_REOE/:6U,_<>PF(0`CJ:HW7+E8_C=QVDACI_*'J-< M#B@\U?FX_0"[`IIW*"80EFPD20N2I;7:VIT44FG6U>SX_GHHKJT@J"1I9*L_I MC.S1=M)(J\J!`J&.]?EX;RV55[8<0]BT4\4W+:5N\V>9;.+5H2]BFX1XL`I.4, M.LZNS'9_:_;69C_<>)'>F11IU1S:;BC.RQB([![F"K#T;CNR;.4`%QX-(J[% M3F/_W+AY@,.H_?<$416`@UTQ5+WS4%_Z[$G;I1+D&T4\6:2NK#A.*2TY8%>E M9K?#V-!RTW+@"[==71(N+3_:`AI+J!%U9MI\[U']LAC/:9_G)+_@*,+X/&IF M5RRJ;ZR_=#FX"04M):VX@^_(UQ3^O+90HA3TIG:C#2^=JL^S!-U@=$W0CG/B M+$!3=P*:'E#]*V#(]A/XR6V2'DRWAAR!%-YP-I:-)WFZS"86#)L7_&HR,?UN M`S-%>5C=9OQ!R^U/$Q^F,I<+ET,:.?&,$?MF)O7:62@]4D4!26Y]HM!JO\"! M:IFN*Z`0VZ8<_!_AQ.MK:)(G(RBY&HGY5-FB+B>F8%$\)WZ!H4.YMQ2VT\1K M1#8"X`9!"P(Y5R*$0E`)TT_MQ,,OF6,D#L^84J-'F6RFJ9KRIV,7_R3'IJT; M1)%$V7U$S\D>\D2%@7GS!&A^]!CE6*];T'Q&-#8=N`M@'V@_^.FQSYY,+1J" MO>T`(8B.%?Q=-%SE(@`YR\D==CT8P%!!8#GH*0)LZR2U:CKL'4990Q38TX5' M3;2,Q!T+Q52EE*0H"I_HU_^`-8?!UL>KK&:SP/ M,K`F!LXR+2Z=X:FPV[G_:5`6:B0!OQA55?/A+91;,B>M$W!5\O!^H6G33'/- M%[W[``:"*IZ`0,H")(C$1?`TBB]JFQSIMA]*S%<#!=+W=NY'":J$T[+S=MC5(Z='_I3/@A`?XOUU#)`!2 MIQ?++:?2)3P/I;-UV;2G!B;9F]_6@.4P2+Z.3P%#J$S>[*5R[@MD2!%N3RG% MH(;H6;P>[$!"T//!OF2+BMS85%P""ZI(?4�DJXZ4[#RRFV5/$0VS?CXEIU M!41!W;#YTY2.\,YP6KA'/.B7'Z":-5A9U*4;RL))65)!3$!QM`,L=/]KO-IN M$(:!V`3LD`'R441:Q``L@%@@#44Z*8@J)&)][$M3\?CA/U$LV['O%!42M425 MN-6,((HA3RPK1[\!WLK_@9WVS?3^XY7*;-5T1Q.^+0=#V_IO`"+TB,F#65N9'-T MYH66:)O;LN31I7N=KT]5D90HW[H' M"`88N&V)K#IUZM2IG]0H;_NAU[^/`Y9#R"+[?P)5N7 M+`SHSU?VR'YBZ]\??ED_?&*<<1Z$,;R%GSO%]NP_K&$//Z^G MIPISQB=S.CWM+H!S>>8._HW>,L%E81$4U]YZ"H,P$JD-+A:).:72_=#IS3CH MMF%'V0VZU$?9#"LV-I7JV!>U&VM)O_X:L(]US=HM&_:*;=M.[5K=[-A!GIC< M;E4YT`\'V3VK06YTK8<3/DUAANP),LTH,H:Q)(([H#+Z",'@Z_U>=JK']\KV M<(!K^Z$MGP,ZA$=)D$0LI$.NX_R4%_C(DX$5GW,_0.YG(40BLF=$HK"G8(;J MCZ-J>A,$A@2)(DH&A=Y$$B=!'-M(\*PPRUP\21S;=.2@#JH9F&[*>JP`JQ4# MI%G3#JS6!SVHB@WMBM5J)^L5DV79CLU`CQT[39]L[/:Z\_CMC6D:V1ME4P'^ M@#R\N560`6#)\,M7#7EM%-NT70/_G]C80S6;$X&L^QXRZU<,R$`A0.8=:R'U MSIQRE">YJ=6-2D9I[%@5Y;E-O66;KGU6'1U5*5GC1]W`?4T#3$$D7_6PA^!. MK(=?'=;7R[^,G\*(>1:D=ZD@\&_[@/FI9+9W```#;!Q1JWETP8Q,=]")>2(\ M;JJ:H.U5.7;([GU;0Y,`S*O>PQT:F1J(:0=C^6>P84:GI)R:\0E@U` M;(@MLC`0;Q!;B!B?\<"_P^PH=]PP'Y'9B/1U=,OV175`1H!EV&L(OVO[(U1I M[-GK7D/DWT=9Z^T)F]Y4"W+M1Y`)X"_[,BZIX0');5?P@`OZB+H%1#;:@J!] M-5!JB.IC":HC@;/0,Y6J5B0L4/,>0'9JA%?!`08T4(/[F(D@CR<&A.&D?KE( M;<-`4^\I$MDL,[CS/7ZDO83%73/(COUY2>P.,+&BCLP^?8 MD^S'&ZB*=)+.)+72^6_50'V_4CD1)2-3>8PGW]=+>L2[83DV'F\TO<@EG/7_Z`=FAVBOUCTABVQ_K6?6*3NZ)= M7C^CMEF@\,6G>ZG\2V*!#V7++--HL)1MJ"/\.R1*DV-:XJ< M9(OTKYQM^F6.X%:WI-[5L9MG1<2M!$+MC(ZI[L"`[Y7:ZL;(AFG,9&>230G- M-XNV9.9C81&8)_P\XF);A8`9HMOJ%1F:'8^\^$H2^Y M.8"6Z:(%36CG#9;GEH.1<%/5&!&2:N!@J;I!`BT;,B:R]J-4MO=H_'X?V\&\ M@HK[KX]?/WW\C?4G..F`FO6B06T7\2UY<3GP;>]CZ[A4J(/A^@[]C@$'?<=+ M6X\'![2(1IT%XGZT>3ZBNBHN!TI+^@.,)2=B/ M#3@QL3+ESI_:`0<-A2[5>&E"$A8)&+?8!VU3R>YD%[25M7:67!B=V!K[ M"%:TB+\GL!WE$7=O*A^P*W([!\>%'$(6I?_(!0\F;R0 M2/@""NOPPP2K=Y8:+]R$3T5A=4`U.[F;VWK.Q7$1OCFV/:F^VP2\S(C0)D0> MSTU-]1+"WI:!([%\P[6@'3MTXD?<@NR*70\$`-7$T7K9!GP0^X!@-L MYFX,,[_X*YQ!+=%0^A,&09>+@)IVN#N;"VCK<\"CJ>%3>RO-_%?=XS10AR/T M0]<>`'FD"Z6\`K=4:UBSL!4'B9U8Z?^B`=;],_117]9M/V)+M>5X,$-4P1II M^'@#[WD1R>9%Q/EM,R7%LJ7"/)VJG-M,>]I'20W^:EYZ8VL!ZX2GOLV(5)8L?(/Z&,5:4'"OTJP2>.D3/Y?['A@@J3_!2" MOY,*?Z.`/>)'@.46.2%9_+.T08%A'O`)M.,GO7=R:9),N-L;-BF<9E'DQBS`V-8O.&'\ M=6]%>0/:>H=[%_Z!\[6"&7(\F0A=$*8@NJ;MQ45)UJE_AXGS]Y#$[4EAECB- MG1$P74:O9LER@8R=(^=Y;-.B**SIVTM;.P4VM22`0>W&$I/&KP&Y"C\C>"^8 MAC;[RV1D[DY*"N:\Z$GBF)>'B?,S:(:(JSB,#:4WJI0CM"O8'#N5V7*>]M3U[G$_OP.6:U&VNC'K_26VGTEIP_F4>\ M]#]\#F]=[]L:/BE0R*T.?X+D`0O:[`8-FZ69*.&9W\J=.&;C&Z10#-FF]\M*2"EQ/4=/*HH`I.9N?A<.>/"FA(1NAGK5C!S M1&<`]-1CNH%F5H4T0U]8HRT<]LQ'/;BSXP"G,)+%.AD%N>\`HMQ9IB3,LVF: M[E2C.EFO[DT_@/6RJ40T#>?HDB+H8LIZK&B-G+EL60QDIQ99T8\2*%]KTK-) MSLWVB;\:M@=N*EA8[>(0+W,L)T+E/X9@5_OG=]I?9( MW-C@HK"Q2=!^L!PD%RU$`'*J"#T;)'P)]Y_=K5:V-K8F9B\$LE('6-TS#7%/ M+/'4+F8_"V`S:[*?`?$U+I/2^.RB8*%5_5TYB$=Q7DSAU#9*DZ941 MP63=MW=N^&7]\#]-`91Z#65N9'-T0<0$O=_"2W11!*^`J?.\TJ]H4U[.;M_;@J=WN\=[O;U?X`V)=G?N/_ MV:]<<&F8!_FYKS9A$(HHHN"RQ#["-J7>F4;W3+&O0D2EZ8?.;(^#L9MG61`) MA@>^9[@!3SEMD&8Q=QNT#3NH;C"%.:AF@$TD4[!=PXY-J;M39P;=W;)#U_8' M70SF42]_V';M-_RWU*K&?]O.)6SCSMY`?E(Q!A`G@@(0$8\I@*'2'3OHKH=0 M3E7+*CS_H=.Z9$,[!3=HW!P7F'[VUC0/S#1P_^GN;1/8&*(D"J*$[G^^KAM: MLW%UQ(7T2[B.G7-IMXB",+6/L,EG_7"L%9[(?G=Y87`;]N&IJ%3SH-F;8L#4 M569KAOZ6G. M63R;=0XI()ZE/MX\2MV"K6X`GX51->P/>-']<`N'/K-V9\_I=7$$(!D`\%"I M@2EH)/O^N/T;T.:7+4K+%DE7==_."T9%M!F*/=AD%%'$#^VC[IH>\X(@+WU& M(("]*C5FH>UL&5O6#VIK:O./"^G0F<*>(](8FW+JJBB+_3E91J#6&+KR]WO& M?8NV:;"#$.6(`T4(I/U6:(-F]ILF(CI3WF4&G^U>G*<3X%]_C.>LXXI6,**? MP)T^+5Z332A].:605,XO0'/J$;,$X-EC?]H(ZAHAUE=0O:JM(7M43?P5$.2X M2,@$[S>E+4VB>4`;U[)!-D\MCS/?MI%]A(5[U9B#!P`U<1HA:ZX;-AY3R%.Z M`33CH^FQZ3"!"R3MU3-3AT/]C+6W%P-&ZRG/IG/WP[]W@..2;6%=A4Q$S'CL M;RV@7F(1D^F3'R1Q1OU*UHBJ02U_2-5NS2R\J4:5!NCO;F*@_Z@3&]N( MB_-M=#XT^F)6]&5#7=24S&F*@#1G1.)WYXJ*LH?D"`@TI2VIY1<+YZ;0U&$2 MM.!J#D6093-82=(0`9FQCRC'.V:3H]C^V`]816P)^CJ2.9\W[$55JD448J,NE+&*';U28,D\7(Y&4B#I2V;%4`& MM+AZ5*;&JL[:VEV21X'X)41"C_ME<41%'EEU(WF"WGW=1&$RQV2G'U`G+:V[ M*/)?!4&:DK5*A4^/?M)[Y];8#_$`:I1>Q`-S1V:!USDX,$F\M4QB;_9L^R93 MHOK.) MDT!>]B>7C`$X`P]V]PBGOJV/FMU]>P;;BG-`X;(+'0Y_*Y)4#AY`R*NHW=": M7S8K<9C/\_BETHY?A27E:T<"KYUQ!X"KT1VH26[\R.3:@IT4\@N.8\BXHPEG M[;%;6LQC8^^WWF%95K2G7_5&>-A:_Z*)J-/X M@IK;([\U[0GDNF=?8;PT,>_V_F'0(*,IY\4U%7?TI#77'5I*=K!%3BI2WB0 M\;4'P0.N[)=D"S7DN2?L+$GYB`]*"&2I1#"[+'G0N`3:DEQ\??7P M]3<_Y$WCTS6#80-:LW(4C2S@1]H/3T6EF@?-WH`HP0D\CR2#7&(^%XH!IJ8_ M8CL-E1K8X;BM35^A<@ZF.;8@/Z7IB[KMCS`RP6HP(8S1.2'/D(/&=# M_C&*)Q.+JU/2(.+!S1F*`XX;6Y)3RJ<@3`,7VCMP`LLHR';1/C3F'\CV[)I[ MU1Q5?4N6KD<*HH#"Y?003@.N\`-NB3W\+_9GVW;0VL(W[PP:/SP6EJLGBF*TUR MZ(?*N1R>3YV4TC<7%W+EC5#,2,+(3;PD?I[-?-HED^367*KD+"E1XDU^E"9R M\D86N@LAFKS%%L+:P_4U2!_PZJ-VJ;OL@F`8,(5%N[FF)"^9;>3^A/M9<=8\ M7U_UP.75RG(LV3OC"VJ3:>)WC&-:6,(XG52]@*!]V[TX#JJ`(0!13^^/IVO80=3AL M_$,OFSE8V)/0._-+WIE`,H8N@C![P0.)5PIZA(/>?[A[]_G3G_>?_O@O^^,C MNW.@#:/)=CGSFOL`I7U$`7WWU^=/]Y\^W!';1U/77\AG%(88Y\\-*',J&"V= M)#)XK_NB,P=ON5;.@,.6V8]ZSJWYY<%DC$5FV:10N[:NVQ,V4[F,S'*H.IA! MU42B`%=HO>-^CT2!C0@OOA]=N7FXT%HAO6V1[A'-0FUV!I`+6FZ`Z1#<'1K3 M[3.;9E.WT3J+N:>R../$'<"GH'QNMG/!OND&4Y`R?6J*MCNTCE&(S7+LV+G? M&_.1YY206Q1.!=Q3ZO*6Y!,9EVIC5?PZZA?R,4YP,B:_L=7`>#M30QK@)/U4 MF:UQXU%N`4:;PY5C.7=/#AT2+?\OG!_&OFNB)*:N`6+!9)%^A3$F9>TY,_\9 MSS(^)XH7#`VI=EE::9S#RD%UP_\'+3%,D%J'V-WN&L(+`-@OK_`-96YD]<"1HQ$0B99*:V?"$UN?GI=EAE0HSW(;I?'3>`N,S$ MP/_V7X7D!7,OD*\Z!D#3OF/BY9TXP*)6/"RC]"Z'\TQV-3D\]]L_G= M?Z5-)C2A_J/GS[<.2UQP+OVZ:=+7MI="8#P3'B'B%TM**$AY[O=-6_UAMZ1O M2-5U9XLQW`?PL=!I!HR+,4D76OLZ;`C+F/2/L+2S#[;NG\BN>K#X6489-2&' ML.88CJS=0?#(L(:9>&Y:L+"P.ARJIEZ%.-QD^:Q$856NPCZ^%#$>"ZF]65'_ MLLADDC@/[RA=41K>"YHFPW#!*FR<:;D(C07Y%3V9*'\G#&4JUYKC)>7$"88T!9Y"'>#_`K92L7\'%?;?;A\[S(C)X? M`HND5T6HDL@,GYSFC?8O5*;XB`:76**A0EPFP:^48<(.4>`JE1=+5?!4].3; MDK+>DN;<=ST\5/4]`B]X5B2IL1@8GC"!TD<-JZ&"21:Y8&D9/MM3;X]WMO5K M9>ZJO:@Z*7@*1[0&>D&Y]5@U"")1Z"O"*0T^PO.4)E-T,H(8O)R.@V\=/,VM MNR9[C21W5R_;)5:^'MX@0HG'WY'\$LSJ5 M]9/SB&W9V[\'L,$,%%].%M>L.%2K#H^P=M,WP!"'7!Y@2?DW!2XZ1+&, M6R(-9W4\YJ=UCOFEA<;R\W#0M#-$6XN[JV?,33,V1&>(?'"Z07;[,H2F:2&& M-J6509M!M9<8D=711BMB':"S28X,] MQ4Q$KHL)*.^KU@*&0>,P"N2IL>$QWW3!`3+QJI3D("L6%.8XW)/@Q^0$K/$2 M`IFU9%-V>W)JFXVU6U_''Y1#(0MQ&7W)3]>"^D'(Z4?+Q%*U3T6%#0/YL'&XO*4\Y)%54DJ<)=CA,-@=4F_>5/BH@E0%(5 M=Q3JJH08*H31Q.E]$>/QS#,""2.Z,NF MS^1<8&HZ49U08'2,Y6'AT0J8YF@%RPQE6"])DZ$'`DUM9V3QR\DS&)N+M`=X M94^RWWSW)N`]2$60F5!BX/"OY]HZ6H9Q2.4IB'^*ENF""V#Z.5.\U8K!1$R, M=$.:&BRDP92.F`BZ:(2TT6[2H:@TEN6=^2LS)#SKF1 M(WG0VJBWK#EMXI`(M%$L\=)KKI601]%1(=?($U2TZ$GV_^))L][]L9[3[?F, M4ST`>":T/FA0AF+O^_5\>!JO&E+]95=+MO2=1&OK92Y3"YLRRPA3HV_/Q=493]$:>3%2@4YK',N6Q(5_P614O-;!9(5YN MO&X&$OG@F%+$87J@O)G=X7S<\>Z8QSO+$N5SM,IQ]K]LT^HU;7K41#)KYEJD M$7'0!/;FM31@-.B02^!Z/CQ0]VU7IA@E0O<&^D%*/N M`I!H@#HK2(L,RID[G8B#,XPKYAN<3J56]U*3S,/(_4DR). MB;\TAZUM_9[-N1U.WS>;WXG+SM9]U1^@/G`?;&"@>FB0:-.+F=1#9*QP.)B_ M0H9S0MCR<"#'LN_=AMWY[EC!HX]BT:KE2PN"C,IRK8A==.3??E@R>9\/!_*OGIP=>FK^IZTU?V^ M[Y:RX0:ZP#R;=`2G$22AD%2W>]M:J*9=Q1FL4'$&2^#E.EY,%-5Q2AQ/44+I M?VO:JG^*K!XY/CDA'L7!YU;9@]WT%;R%==NJA3\:"+@IZ_#F*M>BZG(=1TD' M/V[M`_DO==)X_31?1#?7>8&G<#MFY)=K9[ER#A1V66^!VGW7PP.<:[6`S3HD M,SN*8/$HDC$\2FM/L"6(`S:H:F<'G:M02^Z>G([_^[3RZJGMQG9=V3XYDF^: MN@,QG4$:)?EZ;MKST1F*\Y6CM;[F084+SD+GXF"#K0RN,DH#BA9J#"/[:T8Y MP0(&0,PB^OL[KS-W/H??55XY$TFJ';&I.M+:K^=P21(RN9<`;W.!NTG#$7&@ MAS.&):S<1'FA`3%:W%`0N]L!3\\E9+^Q;5\"7KMSO2V/`%]Y`%C:4]/ZM_NR MOK?.FL"TRHXS`8@!N:[;[?N>X?K-0&,D[="3W'%>=?V MU>80Z/JQCIO#%O%.9%[`:AV6)#RXYO<\3KJ9"4/O@JW-O3YX=A4\>UL]5%LX M<0?8`V,=`>Z:LMU.+&'E5E=]%Y*Y_5M(@49G+7@<8;=5MVEMJ.K6;@Z.(`M` M&S;I-&P<&K'5[-KF2`[V'C*%#OU05H?R[F`]QHM.S(2^=.*)#KB*V1NCS3"Q M>%=\<.A[^D]H`H?KFL,Y&.;BC,"%OY7,":P9BH%1BCWZL0I:.I]6H:%>""Q" MUWD`L"\"BJ?2L:TZ.7:#+:'\Z#@^/S/[K<.J3$^*+C$KJ@2.;L#:,A*D[#K; M!W8L2=8I7UV,1N/\;L*C]]>CTVFY@UD!3O%TQ&H?JO*N.E1]!4=UQHX+V@8( M&IN6+Q'0JO,L]_1>,GVADRDW3*E%S$?&::#:.9]>N;8/VRR>,82;2U%AC:&K M">0M=)`=-/9Z`[/1@PW--M7DI.-=#&=^`*D!XM;:X\G/(&'X6+E?KWB2C!," MTQ(K#5T)-N\<7\/WOJZ]&SE""VO`N;=^"UCB*^T6P[+3Z5!MO-3<;#C++PA/ MF*2VUPIFY@5[^T$F%X>K[A;#(1__YY,740 M/9MR7(J1"?'>ZCQ^F/K<\%1Z:N[(::AL`BW<.5P]EJ'5U"'F2F?T*Z`=DU.8 MVY>R;`Y7XY#`JO0KA`8$16#`B_<[@N>0DLG@RS9A@"A$$K M^6Q/O3W>@>##A5=<4#2L8S0"90";L,])NGK7. M>)JTP*XGLEPIW";XP2/\EYQ^/0^D--!IC,2B1+F,C,3.FR=GPKV4,=@?@[^= MSBW,8QULBM!C-2[+M7R:7,:2*14OI\#Q)N&03"1Y+:9,YP+&!A@,PYCC;6.Q M.Q3Z1$F< MD:K4M=CM?/W+==7?Y(K06F491D?AD;+?.!7/,X MDI)',N8.Y9%(*',[KO>:W*IGV7:$'V\+#6Y4;7>D-42:J3*4U5DF?3[N&'YJ2+EK25/5LR@=%O1`Q M*>Q+$"9/A'NMA=!+Q!=XR#3G5E0V_:^R!'("793ZX7[_&8S"X+/K.16[!T+)S M[+S6P%Q$,1\G-.F9S`:@9"')+`U)WG)_M]W(XG`B32W0X$5`BREW M_G6!H0P+>"[]MFG",_?^/[O#"Q%L03BE.6!L8YMXTK6I-I!>71W)2I\@W4== M$QXO0CEI'.5\C@^>N@-8%,>"!1+3E/SQT90%;`/@_>,7.*&NNMV>C,_.[-D8 MA*L%3Q!_H]@SX;=.W$?8>D&>]Z;8$P`<@?T/W08`9LHYP!:C[LPKRK)X*#J> M$].\+VJ2^QSVZFD@!L.BSA)/:*@L=Q]AT:/6)5$=<,/!WJY/>91/6R+\0H"= M3^OV\V?R#_*I:2I`6PMSR8XO78:#X!ZJ>BJ+JR50![5]$XC;++@B/P^[!A(D*R,F5!G(2')XW00KH#91K>X!RBDA8(V-4CE"1X0=3H! MV9`>^M#HY[W&F03_F')A3Y[CJ-8'`Y37I#N!CKVN\+'HRYL*'TW3%?MPYLX\ M`0SL!ABDZMI]57NY;)2!=$U])*#S^B\O`EDTQJ-,L[Y]J>L/?(V\[@C@^>6Q)C(>Q0[->>+%5)[/M2S'!Z,^3.>NG71)Z"V-PSCY=K=> M?E^NUN3^*[G[]*_E#5G^[D(#>R#&R(@YZZO(/>GL?":?[F[(E_L?=ZOEK5O* MTNB]I*3-YAI&6)\4G87+>>;E1+)0UKL*FH"U)8!`K&6C#Z14QU=%!5L&LH#% M/T&K%T. MEAA9/"@7ANA0.'(0/2#/QK)0D+O#>2/M@*`JC)0>]@QAY5"X=:E!=564+BO?'!,%U4M;)/ MX;1JN]66V3Z-B?=X5N]5'R;O:(B%N$2>^N+KX^E0O6!B4$4,"&F&@O6H&M,L M,(*]VMC_`26@:;4N--1\\5;\(5X0G@O3Z1P8/.F!P9.@-H\-JC(Z$U-"T733 M`I`+K:T3^!#3!:5T038&@FIAXF*0I?OF)"=.)I)#^XG!:9@8AY>%E].^]*7E M"<(<:FY`D)`$Z(F""<==9_&SQ)OP*'$?L>LUP10`A:#-NHG\,&)HUR[QG`^& MT99&!$;3.,X#HVMLO@W2BC*PNZGZCD`_SP#U9E;]5$H!S/.\1#__XS0>VA)R M0K%0*!['"OJS`'"7:F?16L-3&#GF!,WKT.@_`_GPE:?*"GM;=T`^';I7P2^5 MO3?4BSZB,Y0D`243\&HW%M"-7JQK;AT1W'C"F)N*/9K-J3&X6:Z^>!,_],PR MO)^-_B.\_/W;P_K;_1V.A,\_5M_NEJN5=S7V1GCY$I8S?'3-,(5W+F$CP\!$ M;QTE\\CX3=MI#XH(DG^HO)``CW96.TX(`#`1J/W>XI-35Y^JQEUM5/%G9QQ_ MW7I'99C"9OLNG\>&F?>^D5$?VK.J$89VA,#I&A3F\8`(T$_Z@/J]@Z'4=C4@ M!JA>=348%(`6#JZ!/CRC.-A'].B50PB9]$6PSA;%JD1E0-748'A`Y[H`=[_3 M+'!!`Y&SE'K$'TVI,:IQ11^[!IXVC)SC+IR:1LS!1LBS->Y.X M`2?LHK6^^F".UE>CU"K38%$*=3(M'(\G^=#=WO-+[&"H_."',H(O+/:#D_+= M)2&EXJ#,T0XC!U;@R.1FE8;BLMS7]DX_J8U:D!^K3XYWB7C/+8-DYC"')LR3 M<]^2!V?`9.Y7W]<[59J?KN"_@:!YH;Y5,`B^PA0B_^GOF`Q&L7B'9OX=I)EX MEV=#8>&>&\!,>>PO0?>A8K/K'!5]Q7@8Q]-[)MX;G?D<#/$;UYUX*CMQCTW_ MT5\0OGA>NW:`&DS&1^]?`18L,!%;7E3`>\`LH,TJM*WM03TWP6NL6L0F?'$] M'UU@P,QBVG,`]M<@[CZ&"XP3&-S)A9B@BHU"C$/O11;[EL$DVW1%.\;JF'X* M?GHR(UU@60I.;5PL&9PW3RGK=>$9[T;^LO+3\:*?I'N0:EOML:M;X&1&^PI!?0!`,1SNQ+[K MA(4/@\ZYFE!UD>2^ZA$AWTIR#W/5H@X0!XF[(9A&^66:S.ZV#OK6$KNW;+F\ M$@DZ='*.8;[P-1/#B2[>OC$R]XWQY?,%\55,V>QRYC`6RL@S$8S6M(#84ZW` M%`6\,9[`61/`!4)[;N,F83#`/6S$NI!]J%'[7`6I''B&64V3#Z[&B9,8H2I4 MZ6,4.)Z.NPD:%4)+,Q_:2IF-1:F"$=8X")_PF6K1?77N"L-D`CY@POPAR\1O M5>Q5@U,5C%9@N:]V++%&<\RFP>@PD7JC,Z!SBLM,H+WZ&\96]+1G<:`]6E3H M'XX[".]#C+!PNY\5D`:HSZ7R+?5/8^S8*,.W?%76:WC>:SC0Z:YZLBKNSLL' M)XR*49I MS@K!7N$;1N;0YAAV3MHW)&`"2=H;ESP3<^E"WDS8MX7;P,@J7I^[@73N7D(& MR9G(SA?+R84.V$N<`<[<1Y2G\@GNB<"\,!@@:CFY-JQ=`R?#@KDW..`\-!"H M\;I`.P(VU6$@X(Q6'VCD*ST:QI-Y0MG?3%7(U$=(4QF8&/BWN&#-KP5,QO-I M)#VSD?6!V>I8=:4=N3X`)JQW[Z,VKG+)E,?2&T_<2OHAX8R:VNW@^HDFHJW" MGF("V@^N#!2T8U*FC^Q\X&(5W(\]E$&$IT,_RT,H[J,5B/4>N[+5UOFB]SFJ M#89T":5,QM/685)5&3R?&$^TU%NLC]>>/=DX)M'')/J8?D2K".6S07H;MVOZ MWOWU6@H^ERKN:X^Z$&K?PBVK08.$FP,X<6[\O_6RR8D8AL'H";A#+@"RDS1* MERS8L)SA!`S1:"1@`2V"VT^2QDF:/X'$KJHBM;7=]STOK@.N)>;;O'FL^/_4 M;DCGR^<2I,HN6U^7%XN?YQ]V,.?U=;M]#$DQ*E>]``I*>0NMD/)'K(I$):]QUQOT[$G?Y^VT3!JT?^LJ0OO/\09' M#H8('>Q:[,S.!\JQ(//*4:SNYCQOI*)%=@;:9/\!QMQRL!24`.,6:T:)*#@% MN-+`2QBSQ-&PL(:*@'9E+.=6DF+I"/::F^!*5'%39:@)W.2MQ3'YKE;DNVX` M^VAD<0!1M4J6H7"G-F,41F>&4M/").E4%4`2^D:T(MM@]/-U?%4LQE#65N M9'-T*$L;AQS7\2!8EH9'YYXD\(]^2 MQ:\/+Q\L*>;U?X" M.)B1)I/..:GAKS51[5;JM:<%^=1FA"\ MXP6Y_A09">X6X*%"^D/C7+I#.:79C)P4*\KW71DK>UE MUR]@218$@,?9R*(XO#=FPC_&?L)".J.4DFY;M*HC>DWTH26EWNUT0[I>EY_) MNM6[X.;YQ=59!KFY?ON8EK--K#X=RM%9E;7.STH>FK9D.JAO006K'9M&I3 M](KTFGQC$RMIE&537-G=[%IQ>PS(;K_F$ MD_X3/4:8YPX1[Z)-TBC)[K)+3)_#3.;-P:GYA(5]6S1=45HJV4*)-(^D/`>A M9#XJEN8N%P"([E`T/68":Z5^5SO#2L,-$*)-U<$%YI=]JX_5"MB[?"+OU>90 MVY\?$4:X]U&5A[;J*X#A]V4?676@)H1[3YR[-4&T[B\4?A/1^`#A!(M'&:/9 M(%@_'^HG`AJ3?T%C"(N_2A%@W80%7AO'H#BBY6_@MDRX.XKQA-_@MMF8,RQP M@#@N?!!)[&K[]X@`DPEJXED2I%,ER%:,E!@.55G?B3Q$S% M*"3B*C')-3[1[.J;__%\@J[TF)$3,MUKB6!W!N$VZ(^9AZS]M/W^+^.B MN$/%N0UF*A+_Z%;+Z/_;:L-JN5XFP=GY7O8%DK'XHDU.6':WTN!+^9GY^7.L M$YD/',0AO]T.;^1"Q&"0PV3`D31A8?DL9ZUDX.*0\1X.L?V$U8[;?R%7[^5Q MSL_"-V$)[VB8]-"ZQO=$1O<-PMRL^`JN,Y;X`P2[=/O80-,9Z6UWX3C3!`4< M7!Z+^=B7'JOZ"#M_5#OR6@.>GM=%M9LA*P#S'4*-4]``(,O,R3D+_+3MZ%Z/ M:2J<'B,\:UT6J!M%L[([4W'&S.$QL7_,NJIAAZ.!UP=Y;B$2"P<&PN'5`<)N M/Y/G2*0GJ'JIVY5J/W'.D>-K)"\<^KIPP#<#56CU_+R3V4\XL",?@(+PZ+M?ZLRRWDXYYL,1YC+QE>:F>"TEXQS`>^ M37%CNL]@FG!O)!+[B4VUU6O5=4"XHL;758URXVDNQX0,F74ILX'RBSGCOL/F M?EX8$@KJT*ICI4X&6!NE:[VI2E`$M:M`WA&B50,M;6$%.448>E'^=JA:5T(1#`DFPHRY6@G!_3!DPH!(G4Y!_^E5N6VJ M$C+6JKUNH25UN*#J0?RA#YA_%PV(WK[6H\AU>U7V,WA061]6P."[NFP".WN) MB'W/!#_@ZH>,8FNS(OC%R'K^FJE3$\-0RIDW M?$:VWU0-:K51;U(YH").P]V4Q\,EW`GGRFCTST5S*-HG(M@,FTCFMO,+XWXW M/&!`/FB%[>Y(!*__+)LFC4K_&)%(]YB50H^Y5(-KS^D5@:&I[[R93-TUF-\= MJ$H+1;6$_?2L5\W!="[3B[`>&`PZVJ[[]*WEFP';QNB275>;WQ':JH5F8L7B M*2(_]=DWCG`RR&06AW1S81BA-@I MVHW".JT`3AWPOG_:J\[$Z9Y<_6$6&PVYQW<;R44Z/2XRZOW5.=]/5;\%N>ET M61G$+`\K"`E2BTZU19DQJ008]A6DT)@NM7F"'\%)=UM]`$^]5#`VU+4^J=4- M@\,'2*320Z+R`N?O,-6-/,03J,"DEWLFYHEOSA\Q+L""4==2-ZM#V0^BJ0'V M."D>K6L+%>]:DW6JNBJ9:UFHZ%!'IR]/!;C("H& M,AQ5K?<7CP:Q2N_+QMPNN64I4XO>[UY)PIB='-RR!1WP^) MLJT[L((W`K%+\%*9N4MI<.FUL"P07'^4J>HIZ/6Q2!VO];!WR%O/`DOZ7IPD?:2L"O>.&F6\(`5RD'(--8V_A#[M=T59_>+6))U,E8Y/FO@2FG>R\QO,OTRM![QT$ M<0O'3*8..4DJ73[>N"X5)C-0(-!+,\D6;?TT66.*"?W([(:_`>PZF&XQ:=9L MHD#>UW]Z#DJ>>H/PL9\9./?`"?B,B0',F+$.*0>="'HX)JIJR5[WZ`SA/NB:1)6VBH)/ M!BV8-[VV"?L)-^A&[S!0R.:Q*D"DAU>Z3MOY/I/0+_'GW*H-0Y`8N@$X6TAD M-9J;"R"+@3^I]`8/II0.W@`"T#2)_US(8Y8:LS M5:C0:MCQY`8N9.)G*)9EOAR0]A5L@\8.MXX5&)$QU,'QV(LQ`&6-2NV2R8$^ M7^TK/>5XEMM1)?,M;=J^`H1G$X3GPTMD[EK).V_NK-W<6^MTQ20ZWQJ/(G=# M$-P:S*)I77?[G(L.H9Y.9L;%UEYH#@E$=7!%F[`912RM_ZO0Q)-W0'L_>+Z`1M16I6E&(0YFY"VTD]7_E@@)9V-32X(Y M":H&LVYU#>$%`*%%NY$-96YD\\=2Z]A%#8B3$%*GP,HKR]3F-"T5I-)I)NOFM#>`=X7P#__7 MW++.Y5$9EI=NK:(PBN/,."?"-(]R^\S;JE+#P![Z;LL^R8']3ZWE$+!?U*.L M)1L[-FX4^ZJ;1]6SCPIGNEJQ'QNIMTP/;.BF<;.7?M62W[:CZ892C,J[9 M3*S.4Q&Q%8+.C9/T:U2DB;6")S[7*2XS!S MOYMHL]R=*O+,12MWN[[[0V_A8G-@,6=;W2B$BSCW>MSHECWH1V6_93LYC.P_ M2K;'=&Q46RFV5P,"Q0/&ZBI/PBPQ0:&2WGK&"V==`/!Z:B1]CVS^I&K5RV;Y)3[_/FG`7+*#DI2[K=2`2RNM MYUD<%LFR>+-M\PFF*?'($9G]KM3.AV,OGKN>S]>Y)]C]/4P=9[RJ9VU`W[JG:CVM[#"1X`.SPR[W`\=))#GLW&$_21>0FQOCVO M@,\L`/8/+E*X0*WM"E93PFVN>9D2FLYR'>>V>SG\S5WWWBLTCZX]1-Y-O9(3 MO?\)<;#/LI5KM57MR':]1D]8]T.11J5UV%7,?"]B$1:+J+*4.WM)Z1O+FE%_ M['1_8#7AT:/D2=47S/2D-ZRI\_A\$GG*SZI!_2R/'0&P4&9M+_(X?XFN5N[, MPN`//_$%9S_7F0F??80`).&XP*B]P;R8`5'DP@'B[NH0T>,$SVHF1U,O,U2(^13`XEEO M0]7\W*$!@%KVJVS7B$Y>J>:3K$4..`Y=AF,=PHZ5,DV;V0Y\L[HP583I)(HN MCWQ3&8?9V"L+BYZ<(\>WSMW!,HJ#>58LW=C9;TN\MS3#B\*9R;+"H5S)[]26 MLMJ0%0!/-1A+?C8D`4?WTQ1!CR/?UT;P2O`B?,*:/+<#,P[3I'3G[:A[,H1L M[:H.!1U`Z3L0)'5XH[^#X>&B#?C**/L[A1-EZ7F,%^YHK8;*I7O.@IFHDC5= MA4Y\E$VC#HSXIN]DC9Q\.)YS8]>00]<^Z!;3^"0RQ/`,NK/(T[-((C=:%L_- MM8_-=90U.:'D-/,QQ^8C;KO9[T9X3-FXSAHB"7'W-1,\%IXJ15$>.]%42)N0 MH6D..XV$81X@IZH?09>&.VSJ%(V^1Q)+&R@RAK&SPU0MO6J:P<:;E]355ZMF MC[Q0M%/ZMU2?+=GB9Z2CZP\6*FF8O@`5>^1U#+Z(/.>6"`0E(3_B9F.M^U;Y M/Q+0[4]S&F=+!XR:6.)?Y+[@19J[HU_0?NRS;JF7W\-"KRL4&$AS6PDO@)(] ME#?HO]\"%EL]##1N>ZV&$[B=&E\YZ^?#TR\;O"Q<__:*B`D#J`.L72-3CUAA M"/NYG4M;U8SD)>*GDU@EZJG"M3*(T,0[L'UMX->*=P6[0`,`#NY]T,]IA2(]^A'@9H)?:-8']+=%NKX:IF9<&<]%!73=ZA`R` M(FJZWC83VD0_:JNIDF@!6-.(PN]*<2Y9)%?,X%%K M\F0#X!A7[OYM'"AB/W!$Y-OC7J&7;.>(_$39DD`T8_Y7L%E6B_JBEF%9 M`JB5P?>4?>D)1V9S#A.'&I\0PTU=JV88=L/H?".EX''\#<(Q`(>-[/Y@MS,K MYA=^W-H$2,B?_5'BM/`E%JDOL>V&7I%44*93.Z-49DW"Q(ZU$ MZD9DQC-'?1\>%<5N@'9L4)>F.7T;B229%MQW_7>X"D[?8I8A$[1/XJSN3>5M M;Q3\I$/];N+T@-]0BN60C0LK^]X0;&SL!=3J:S8PJYN?!7DH MBB=ME_I1QM/4C3((I4D-@;T7&]5Z],$OB0+JRAZGC88HSQ!>R-PQJ>_+-7,P7R@"2.X>?.94*/\SB5)P4Q'*5Q7>&&*ZCVYQX!;;3R.^> M//=#ZXMK<(P8(\J>X-N*0791S%D95R+!9E*(TG!(DN-@C>9!!M#1$>LG+3T8L*`DN97-&G^-CE`3RL`"G9G/ M011E+@=&1='&<9"MKJVJHD#*("GS:P2V M2HL@2_C\U!'*(CM-V"N:S8LAV.&YFX=FLAVCL%ME+((\$2=&EV<0^X_]5!NM M=#7M/"82>\)4W(,H3K/2]=-&H]/K$WQ"TP:E3Z-!DXT<6$4M>^"%!$Z1!DLTKRJPK.(^"(L;-E/O?J""64!)>DN2Z+LOLF5?(LB2: M-[\\=V/E5[]W[2ZPRU=+<1_5U@Q*VGN8)IE<-5-M)_RE:X:4KFR%%R:YS6P< MII%PT>TUJ,+J&+W=JEH[FBC38T;,W2CU=[/40H/B%*G;C]4V:5A$$R29Y>;^9)E(0UA:F9N6`V)(@G^$$6FT% M2B?PF$#$#L+C\XD%EHA7VD1Z@(P(>PWCV-90BL4F5;X/!YRQQPW4Q#'AX>(2(H*"0C)"4@)RLK*RPN,S,S,BTS,S,S M,S,S,S,S_\``$0@!S`)D`P$1``(1``,1`/_$`-(```$%`0$!`0$!```````` M``,``0($!08'"`D*"Q```00!`P($`@4&!@@'`PUA`0`"$0,$(1(Q!4%181,B M<8$R!A21H;%"(R054F(S-,%R@D,')9((4]'P8W,U%N&B\;*#)D235&1%PJ-T M-A<8TE7B9?*SA,/3=>/S1B>4I(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]C=' M5V=WAY>GM\?7Y_HJ:JKK*VNKZ_]T`!``$_]H`#`,!``(``P``/P#V_<-/C"]OW#3XPO;] MPT^,)]P3[@GW!*0E(2D)2$I"4A?_T/<)"]PD+W"0E(2D)2$I"4A*0E(2D)2% M_]'W"0O<)"]PD)2$I"4A*0E(2D)2$I"4A?_2]PD+W"0O<)"4A*0E(2D)2$I" M4A*0E(7_T_<)"]PD+W"0E(2D)2$I"4A*0E(2D)2%_]3W"0O<)"]PD)2$I"4A M*0E(2D)2$I"4A?_5]PD+W"0O<)"4A*0E(2D)2$I"4A*0E(7_UO<)"]PD+W"0 ME(2D)2$I"4A*0E(2D)2%_]?W"0O<)"]PD)2$I"4A*0E(2D)2$I"4A?_0]PD+ MW"0O<)"4A*0E(2D)2$I"4A*0E(7_T?<)"]PD+W"0E(2D)2$I"4A*0E(2D)2% M_]+W"0O<)"]PD)2$I"4A*0E(2D)2$I"4A?_3]PD+W"0O<)"4A*0E(2D)2$I" M4A*0E(7_U/<)"]PD+W"0E(2D)2$I"4A*0E(2D)2%_]7W"0O<)"]PD)2$I"4A M*0E(2D)2$I"4A?_6]PD+W"0O<)"4A*0E(2D)2$I"4A*0E(7_U_<)"]PD+W"0 ME(2D)2$I"4A*0E(2D)2%_]#W"0O<)"]PD)2$I"4A*0E(2D)2$I"4A?_1]PD+ MW"0O<)"4A*0E(2W!+<$MP2W#\82W#\82W#\87__2]Q7N*]Q0R">#S_GJAD$\ M'G_/5#()X//^>J\;^KG]L?\`MR?67!?F]'Z)TO*QZ[#4Y\EL/`!(]U[>SAV7 MC?U<_MC_`-N3ZRX+\WH_1.EY6/78:G/DMAX`)'NO;V<.R\;^KG]L?^W)]9<% M^;T?HG2\K'KL-3GR6P\`$CW7M[.'9:?^N'_""_[EGIG_``XW_L)6G_KA_P`( M+_N6>F?\.-_["5I_ZX?\(+_N6>F?\.-_["5__]/<_P!<7^$%_P!RSTS_`(<; M_P!A*W/]<7^$%_W+/3/^'&_]A*W/]<7^$%_W+/3/^'&_]A*7^N+_``@O^Y9Z M9_PXW_L)2_UQ?X07_F?\`#C?^PE+_`%Q?X07_ M`'+/3/\`AQO_`&$I?ZXO\(+_`+EGIG_#C?\`L)2_UQ?X07_F?\.-_[ M"5__U-S_`%Q?X07_`'+/3/\`AQO_`&$K<_UQ?X07_F?\.- M_P"PE+_7%_A!?]RSTS_AQO\`V$I?ZXO\(+_N6>F?\.-_["4O]<7^$%_W+/3/ M^'&_]A*7^N+_``@O^Y9Z9_PXW_L)7__5W/\`7%_A!?\`F?\.-_[ M"4O]<7^$%_W+/3/^'&_]A*7^N+_""_[EGIG_``XW_L)2_P!<7^$%_P!RSTS_ M`(<;_P!A*7^N+_""_P"Y9Z9_PXW_`+"4O]<7^$%_W+/3/^'&_P#82E_KB_P@ MO^Y9Z9_PXW_L)2_UQ?X07_ MF?\`#C?^PE+_`%Q?X07_`'+/3/\`AQO_`&$I?ZXO\(+_`+EGIG_#C?\`L)2_ MUQ?X07_F?\.-_["5__U]S_`%Q?X07_`'+/3/\`AQO_`&$K<_UQ?X07 M_F?\.-_P"PE+_7%_A!?]RSTS_AQO\`V$I?ZXO\(+_N6>F? M\.-_["4O]<7^$%_W+/3/^'&_]A*7^N+_``@O^Y9Z9_PXW_L)7__0W/\`7%_A M!?\`F?\.-_["4O]<7^$%_W+/3/^'&_]A*7^N+_""_[EGIG_``XW M_L)2_P!<7^$%_P!RSTS_`(<;_P!A*7^N+_""_P"Y9Z9_PXW_`+"4O]<7^$%_ MW+/3/^'&_P#82E_KB_P@O^Y9Z9_PXW_L)2_UQ?X07_F?\`#C?^PE+_`%Q?X07_`'+/3/\`AQO_`&$I?ZXO M\(+_`+EGIG_#C?\`L)2_UQ?X07_F?\.-_["5__TMS_`%Q?X07_`'+/ M3/\`AQO_`&$K<_UQ?X07_F?\.-_P"PE+_7%_A!?]RSTS_A MQO\`V$I?ZXO\(+_N6>F?\.-_["4O]<7^$%_W+/3/^'&_]A*7^N+_``@O^Y9Z M9_PXW_L)7__3W/\`7%_A!?\`F?\.-_["4O]<7^$%_W+/3/^'&_] MA*7^N+_""_[EGIG_``XW_L)2_P!<7^$%_P!RSTS_`(<;_P!A*7^N+_""_P"Y M9Z9_PXW_`+"4O]<7^$%_W+/3/^'&_P#82E_KB_P@O^Y9Z9_PXW_L)2_UQ?X0 M7_F?\`#C?^PE+_`%Q?X07_ M`'+/3/\`AQO_`&$I?ZXO\(+_`+EGIG_#C?\`L)2_UQ?X07_F?\.-_[ M"5__U=S_`%Q?X07_`'+/3/\`AQO_`&$K<_UQ?X07_F?\.- M_P"PE+_7%_A!?]RSTS_AQO\`V$I?ZXO\(+_N6>F?\.-_["4O]<7^$%_W+/3/ M^'&_]A*7^N+_``@O^Y9Z9_PXW_L)7__6W/\`7%_A!?\`G/O;_V$IS]8O\(``G_6WTO3GWM_["4W^N+_``@O M^Y9Z9_PXW_L)3?ZXO\(+_N6>F?\`#C?^PE-_KB_P@O\`N6>F?\.-_P"PE+_7 M%_A!?]RSTS_AQO\`V$I?ZXO\(+_N6>F?\.-_["4O]<7^$%_W+/3/^'&_]A*_ M_]?<_P!<7^$%_P!RSTS_`(<;_P!A*W/]<7^$%_W+/3/^'&_]A*W/]<7^$%_W M+/3/^'&_]A*7^N+_``@O^Y9Z9_PXW_L)2_UQ?X07_F?\`#C?^PE+_`%Q?X07_`'+/3/\`AQO_`&$I?ZXO\(+_`+EGIG_#C?\` ML)2_UQ?X07_F?\.-_["5__T-S_`%Q?X07_`'+/3/\`AQO_`&$K<_UQ M?X07_F?\.-_P"PE+_7%_A!?]RSTS_AQO\`V$IS]8?\($#_ M`)373/[]O_82G/UA_P`($#_E-=,_OV_]A*<_6'_"!`_Y373/[]O_`&$K_]'= M_P!ML?63^W\9_X'.EZ M<^\?]A/^?WK;'UD_M_&?^!SI>G/O'_83_G]ZE_KB_P`(")/U:Z8/Z[?^PE2_ MUQ?X0$2?JUTP?UV_]A*E_KB_P@(D_5KI@_KM_P"PE-_KB_P@O^Y9Z9_PXW_L M)3?ZXO\`""_[EGIG_#C?^PE-_KB_P@O^Y9Z9_P`.-_["4O\`7%_A!?\`F?\.-_P"PE+_7%_A!?]RSTS_AQO\`V$K_T]S_ M`%Q?X07_`'+/3/\`AQO_`&$K<_UQ?X07_F?\.-_P"PE+_7 M%_A!?]RSTS_AQO\`V$I?ZXO\(+_N6>F?\.-_["4O]<7^$%_W+/3/^'&_]A*7 M^N+_``@O^Y9Z9_PXW_L)7__4W/\`7%_A!?\`F?\.-_["4O]<7^$ M%_W+/3/^'&_]A*7^N+_""_[EGIG_``XW_L)3_P"N'_""_P"Y9Z9_PXW_`+"4 M_P#KA_P@O^Y9Z9_PXW_L)3_ZX?\`""_[EGIG_#C?^PE4>M_7O^W;T/IE_4NI M]`Z9CXE`;ZEDS&YP:-!>3J2.RH];^O?]NWH?3+^I=3Z!TS'Q*`WU+)F-S@T: M"\G4D=E1ZW]>_P"W;T/IE_4NI]`Z9CXE`;ZEDS&YP:-!>3J2.R__U?;6@@B3 M*]M:""),KVUH((DRB(B(H#@*`X"@.`O+?\':3]2<[7_C2L'_`"%2O+?\':3] M2<[7_C2L'_(5*\M_P=I/U)SM?^-*P?\`(5*__];V\`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`0)()[).OK:XM+@"!)!/9)U];7%I M<`0)()[)CDT!I=ZC8!B9TGXICDT!I=ZC8!B9TGXICDT!I=ZC8!B9TGXJ9>!S MQXJ9>!SQXJ9>!SQXK__4]7S^I961E/Z=TS^/:!Z^01+,8'MX%Y[-\-3`(GU? M/ZEE9&4_IW3/X]H'KY!$LQ@>W@7GLWPU,`B?5\_J65D93^G=,_CV@>OD$2S& M![>!>>S?#4P")U,7'^SX]5(L?9Z;0W?89FT-WV&7.CQ*)JB:HFJS^FG?;GNG1V06@?!H'Y96?TT[[ M<]TZ.R"T#X-`_+*S^FG?;GNG1V06@?!H'Y97_]7M?K+D9GUBZWTCI_07,M?T MSJ'KYF796XU8QJ`]F[3SB!JNU^LN1F?6+K?2.G]!OF9=E;C5C& MH#V;M-SG;H+&NGLX@:KGV_5WZT=5S\SI'5@_J-M#O5&5GW#[,RI]U@;8RBL^ MY[V[X#B-D""`!'/M^KOUHZKGYG2.K!_4;:'>J,K/N'V9E3[K`VQE%9]SWMWP M'$;($$`".?;]7?K1U7/S.D=6#^HVT.]496?U@`AK2?=&I)U<7'5=W]7/J?C=$ M)O=DVY^?94RJS+R(W;&@>U@`AK2?=&I)U<7'5=W]7/J?C=$)O=DVY^?94RJS M+R(W;&@>U@`AK2?=&I)U<7'5;\%;\%;\%?_6]O@KV^"O;X*4%*"E!2@I04H* M4%*"E!7_U_;X*]O@KV^"E!2@I04H*4%*"F)@:\)B8&O"8F!KPO_0Z#^WG]9^ MFT_5/.Z(U_J9F4*G.8S4U,;8UVY\<20`%T']O/ZS]-I^J>=T1K_4S,H5.?UGZ;3]4\[HC7^IF90J?\`E$?63_I5YG_0EZP/KS_RB/K)_P!* MO,_Z$O6!]>?^41]9/^E7F?\`0EZ__]7W%>XKW%)))))))))?_];O