SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(g) of the Securities Exchange Act of 1934
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Thor Ventures Corp.
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Florida 98-0211356
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
5,917,000
December 28, 1999
The EXHIBIT INDEX is located at page 42 - of this Registration Statement
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for continued quotation on the
Over the Counter Bulletin Board, often called "OTCBB". This Registrant's common
stock is presently quoted on the OTCBB. The requirements of the OTCBB are that
the financial statements and information about the Registrant be reported
periodically to the Commission and be and become information that the public can
access easily. This Issuer wishes to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is suspended under the Exchange Act.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
company, by which the private company's shareholders acquire control of the
public company. While no negotiations are in progress, and no potential targets
have been identified, the business plan of this Registrant is to find such a
target or targets, and attempt to acquire them for stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would be expected that a reverse acquisition of a target company or business
would be associated with some private placements and/or limited offerings of
common stock of this Registrant for cash. Such placements, or offerings, if and
when made or extended, would be made with disclosure and reliance on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. Thor Ventures Corp. ("the Registrant")
was incorporated in Florida on September 12, 1989. The Registrant had no
business plan or business activities until April 9, 1998. On April 9, 1998, the
Registrant acquired a 35% equity interest in Job Industries Ltd. ("Job") from
Stamford International Inc. ("Stamford") for Cdn$2,400,000 (approximately
US$1,685,393). Job is a British Columbia incorporated public company listed on
the Vancouver Stock Exchange. Job owns 92.5% of IXTAL Blast Technology
Corporation which has a number of patents concerning its Crystalline Ice Blast
Technology used in industrial surface cleaning, stripping and preparation
processes. The Registrant acquired 5,905,250 common shares and warrants to
purchase an additional 1,880,000 shares of Job in a private transaction with
Stamford. On June 2, 1998, 650,000 of the warrants were exercised and the
balance of the warrants expired. As a result of this acquisition, the Registrant
owned 6,555,250 common shares of Job. As consideration for the securities, the
Registrant issued 3,425,000 common shares to settle Cdn$1,215,875 (US$856,250)
in debt owed to four creditors of Stamford, and issued a promissory note to
Stamford for the remaining Cdn$1,253,225 (US$880,074). Thor acquired the shares
for investment purposes and all of these shares have since been sold to cover
debts in connection with this transaction. SEE NOTES 4-6 INCLUSIVE IN
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THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998 FOR FURTHER
EXPLANATION OF THIS TRANSACTION.
On May 31, 1999, the Registrant issued 4,000,000 restricted common shares
in exchange for all of the issued and outstanding shares of IWT Pharma Corp. and
100,000 shares as a finder's fee to Canaccord Securities. In November, 1999,
this transaction was terminated and the 4,100,000 shares were returned to the
Registrant and cancelled.
To date the Registrant has not succeeded in launching operations pursuant
to its original business plan, and that plan was abandoned on November 30, 1999.
Management is presently engaged in a search for a profitable business
opportunity, by acquisition or combination.
After abandoning its business plan, it became a company whose business plan
was to find a profitable business combination. As a practical matter, the
Registrant is required to register its common stock pursuant to ss.12(g) of the
1934 Act, and to pursue continued acceptance for quotation on the OTCBB if it is
to have any chance to compete with other issuers or registrants, for business
combinations by reverse acquisition. There are no lock-up or shareholder pooling
agreements between or among shareholders of this Registrant. All shares are
owned and controlled independently by the persons to whom they are issued. This
Registrant has no Internet address.
Founders Shares: On August 2, 1991, the Registrant issued 1,000,000 shares
of common stock pursuant to section 4(2) of the Securities Act of 1933 for
services valued at $1,000. 950,000 of these shares were issued to the company's
President and sole Director, Eric P. Littman, and 25,000 of these shares were
issued to his wife, Jayne Littman. These 975,000 shares were affiliate
restricted. 25,000 shares in the initial issuance were issued to 25
non-affiliated investors.
Further Issuances: On April 29, 1998, the Registrant issued 3,525,000
shares of it's $0.01 par value common stock at a price of $0.25 per share for an
assignment of receivables in the amount of $856,250 and for cash in the amount
of $25,000, pursuant to Regulation D, Rule 504, promulgated by the Commission
pursuant to section 3(b) of the 1933 Act.
On March 26, 1999, the Registrant issued 1,180,000 shares of it's $0.01 par
value common stock at a price of $0.10 per share to various shareholders for
cash in the amount of $118,000, also pursuant to Rule 504.
On June 10, 1999, the Registrant acquired all of the issued and outstanding
shares of IWT Pharma Corp., in exchange for 4,000,000 shares of its $0.01 par
value common stock. In addition, the Registrant issued 100,000 shares for
finders' fees. These shares have since been returned to the Registrant for
cancellation.
On September 14, 1999, the Registrant issued 73,000 shares of its $0.01 par
value common stock at a deemed value of $73,000 to settle a portion of their
accounts payable.
On October 28, 1999, the Registrant issued 139,000 shares of its common
stock to a single sophisticated investor pursuant to Regulation D, Rule 506 in a
private placement for $139,000. See
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Note 11 to Financial Statement of September 30, 1999, for further description of
this issuance which was used to settle debt.
As a result of the foregoing, on this date the Registrant had 5,917,000
shares issued and outstanding, among approximately 35 shareholders.
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Issuance:
Reference Number Original
Exemption Issuances
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1-ss.4(2) 1,000,000
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2-Rule 504 3,525,000
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3-Rule 504 1,180,000
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4-Rule 504 4,100,000
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5-Cancellation 4,100,000
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6-ss.4(2) 73,000
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7-ss.4(2) 139,000
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Totals 5,917,000
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Substantially all of its non-affiliate owned shares have become or were
from issuance free of restriction in conformity with Rule 144, and might be
resold in brokerage transactions, in compliance with that Rule. Please see ITEM
8 of this PART I, DESCRIPTION OF SECURITIES, for more information.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Issuer. This Registrant has no current business. Its
business plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders. It has no day to day
operations at the present time. Its officers and directors devote only
insubstantial time and attention to the affairs of this Issuer at the present
time, for the reason that only such attention is presently required. Management
has adopted a conservative and patient policy of seeking opportunities of
exceptional quality, in management's view, and to accept that it may have to
wait longer, as a result, before consummating any transactions to create
profitability for its shareholders. For continued quotation on the OTC Bulletin
Board on or after April of 2000, Management has determined that it must so
qualify itself by this 1934 Act Registration of its common stock, as a class,
pursuant to ss.12(g) of the Securities Act of 1934, before it can present itself
as a viable competitor in the reverse acquisition arena.
Limited Scope and Number of Possible Acquisitions: The Registrant does not
intend to restrict its consideration to any particular business or industry
segment, and the Registrant may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Registrant's limited resources, the scope and number of suitable candidate
business ventures available
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will be limited accordingly, and most likely the Registrant will not be able to
participate in more than a single business venture. Accordingly, it is
anticipated that the Registrant will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Registrant to offset potential losses from
one business opportunity against profits from another. To a large extent, a
decision to participate in a specific business opportunity may be made upon
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes and numerous other factors which are
difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the necessity to substantially shift a marketing
approach, expand operations, change product emphasis, change or substantially
augment management, or make other changes. The Registrant will be dependent upon
the management of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required
changes. Because the Registrant may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Registrant may incur further risk due to the
failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target's products or
services, or the failure to prove or predict profitability.
Probable Industry Segments for Acquisition. While the Registrant does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
Reporting under the 1934 Act. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8- K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly upon the consummation of any acquisition; and, second, that
the target management must be ready, willing and able to carry forth those
reporting requirements or face de-listing from the OTCBB, if listed, and
delinquency and possible liability for failure to report.
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Transactions with Management. There is no present or foreseeable potential
that this Registrant will acquire a target business or company in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transactions do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public issuers amenable to reverse
merger transactions.
Finders fee for Management. No finder's fees will be payable to Management
in connection with any forseeable reverse acquisition. Management is identified
with the principal shareholder. The Principal Shareholder's remaining share
ownership following any reverse acquisition, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target company, the principal shareholder may sell all, some, or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable.
Consultants. The Registrant has no consultants.
Loan Financing not anticipated. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage.
Dependence on Management. This Registrant is required to rely on
Management's skill, experience and judgement, both in regard to extreme
selectivity, and in any final decision to pursue any particular business
venture, as well as the form of any business combination, should agreement be
reached at some point to acquire or combine. Please see Item 2 of this Part,
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, and also Item 7 of
this Part, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(1) Principal Products or Services and their Markets. None.
(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
(4) Competitive business conditions and the small business issuer's
competitive position in the industry. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past October. Management, in evaluating market conditions and unsolicited
proposals, has formed the
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estimate that the selection of a business combination is probable within the
next twelve months. There is no compelling reason why this Registrant should be
preferred over other reverse-acquisition public corporation candidates. It has
no significant pool of cash it can offer and no capital formation incentive for
its selection. It has a limited shareholder base insufficient for acquisition
targets wishing to proceed for application to NASDAQ. In comparison to other
"public shell companies" this Registrant is unimpressive, in the judgment of
management, and totally lacking in unique features which would make it more
attractive or competitive than other "public shell companies". While management
believes that the competition of other "public shell companies" is intense and
growing, it has no basis on which to quantify its impression. This Registrant is
not desperate or overly eager to find a business partner, and its management has
resolved to allow such time as may be required to find an opportunity of
superior value and potential. Notwithstanding the confidence of management in
its knowledge, skill and that of its consultants and principal shareholder,
there can be no assurance that this Issuer will prove competitively attractive
to the kinds of transactions it seeks. Please See Item 2 of this part,
MANAGEMENT'S DISCUSSION AND ANALYSIS, for more information and disclosure.
(5) Sources of and availability of raw Materials and the names of principal
suppliers. Not Applicable.
(6) Dependence on one or a few major customers. Not Applicable.
(7) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(8) Need for any government approval of principal products or services and
status. Not Applicable.
(9) Effect of existing or probable governmental regulations on the
business. Not Applicable. However, this Issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This Issuer wishes
to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this Issuer will be eligible for continued quotation on
the OTCBB for the purchase and sale of the shares of its common stock in
brokerage transactions. In connection with such continuation on the OTCBB, this
Registrant would expect to comply with NASD regulations, to the extent that any
such regulations are applicable to the conduct of the Registrant's affairs.
(10) Estimate of amount spent on research and development in each of last
two years. None.
(11) Costs and effects of compliance with environmental laws. Not
Applicable
(12) Number of total employees and full-time employees. None. The
Registrant has one officer who serves for compensation.
(13) Year 2000 Compliance, effect on customers and suppliers. None. The
Issuer has no computers or digital equipment of its own, nor suppliers or
customers. Accordingly, the Issuer has
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determined that it is faced with no year 2000 compliance issues other than those
shared by the public in general.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. This Registrant has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders.
(1) Plan of Operation for the next twelve months. This Issuer's Management,
and this Issuer's Principal shareholder are in continuous receipt of proposals
from high-technology, telecommunication and internet projects, some new
start-up, some with significant research and development in progress. It has not
been and is not believed to be necessary for this Issuer to advertise, or for
management to travel in search of candidates. It is likely that management might
travel in connection with a candidate it intends to select and with which it
intends to enter into a committed relationship. Extensive due diligence and
evaluation of proposals is made by the principal shareholder in connection with
its own business, and perforce for the benefit of this Issuer.
(i) Cash Requirements and of Need for additional funds, twelve months.
This Registrant has no immediate or forseeable need for additional
funding, from sources outside of its circle of shareholders, and their
consultants, during the next twelve months. The expenses of its audit,
legal and professional requirements, including expenses in connection
with this 1934 Act Registration of its common stock, have been and
continue to be advanced by its management and principal shareholder.
No significant cash or funds are required for its Management to
evaluate possible transactions. Management reports that proposals are
regularly made to management and that it has not proven necessary for
management to engage in costly search procedures. The Issuer enjoys
the non-exclusive use of office, telecommunication and incidental
supplies of stationary, provided by its Officer and Attorneys.
In the event, contrary to the expectation of management, that no
combination is made within the next twelve months, this Issuer may be
forced to deal with minimal costs involved in maintenance of corporate
franchise and filing reports as may be required, when and if this 1934
Act registration is effective. Should this become necessary, the
maximum amount of such advances is estimated not to exceed $20,000.
These expenses would involve legal and auditing expenses. The
Consultant and Counsel have agreed, informally, to defer compensation,
pending acquisition. It is possible that any advances may be settled
by compensation in common stock. Should further auditing be required,
such services by the Independent Auditor may not be the subject of
deferred compensation.
The following language is found in Note 1 of the financial statement as of
December 31, 1998, of the independent auditor: "The Company was organized on
September 12, 1989, under the laws of the State of Florida, as Thor Ventures
Corp. The Company currently has no operations and, in accordance with SFAS #7,
is considered a development stage company."
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After some unsuccessful efforts to launch operations, the original business
plan was abandoned on or about November 30, 1999. The Registrant has no present
business or business plan other than to seek a profitable business combination,
most likely in a reverse acquisition or similar transaction. Accordingly, its
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders. The Issuer will be concentrating on
selecting a business combination candidate, when its 1934 Act Registration is
effective and complete. No current fund raising programs are being conducted or
contemplated before merger, acquisition or combination is announced, and then
any such capital formation would be offered to investors based upon the assets
and businesses to be acquired, and not on this Registrant in its present
condition, without businesses, revenues, or income producing assets.
It is unlikely that this company can attract capital before it identifies
an acquisition target. It is likely that this company can attract capital when
it has done so, based upon the attractiveness of businesses and assets to be
acquired.
This Issuer does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Issuer to report its
affairs quarterly, annually and currently, as the case may be, generally to
provide accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Issuer's intended application for submission be effective.
(ii) Summary of Product Research and Development. None.
(iii) Expected purchase or sale of plant and significant equipment.
None.
(iv) Expected significant change in the number of employees. None.
(b) Discussion and Analysis of Financial Condition and Results of Operations.
(i) Operations and Results for the past two fiscal years. This
Registrant has not succeeded in launching operations during the past
two fiscal years. It has had no revenues during these periods. It has
incurred some expenses during these periods.
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1998 1997
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Auditing and Legal Fees $13,821 -0-
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Bank Charges 53,568 -0-
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Management Fees 16,179 -0-
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Office Expense 1,000 -0-
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TOTALS $84,568 -0-
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(ii) Future Prospects. The Registrant is unable to predict when it may
participate in a business opportunity. The reason for this uncertainty
arises from its limited resources, and competitive disadvantages with
respect to other public or semi-public issuers.
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Notwithstanding the foregoing cautionary statements, assuming the
continuation of current conditions, this Issuer would expect to
proceed to select a business combination within no sooner than six
months nor expect to close an acquisition in a shorter period than
within the next twelve months. It cannot attract a partner before it
can perfect the continued quotation of its common stock on the OTCBB
by this 1934 Act Registration.
(c) Reverse Acquisition Candidate. The Issuer is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of the Issuer at such time. This would
likely take the form of a reverse acquisition. That means that this issuer would
likely acquire businesses and assets for stock in an amount that would
effectively transfer control of this Issuer to the acquisition target company or
ownership group. It is called a reverse- acquisition because it would be an
acquisition by this Issuer in form, but would be an acquisition of this Issuer
in substance. Capital formation issues for the future of this Issuer would arise
only when targeted business or assets have been identified. Until such time,
this Issuer has no basis upon which to propose any substantial infusion of
capital from sources outside of its circle of affiliates.
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target company. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this Issuer
for cash. Such placements, or offerings, if and when made or extended, would be
made with disclosure of and reliance on the businesses and assets to be
acquired, and not upon the present or future condition of this Issuer without
revenues or substantial assets.
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Item 3. Description of Property.
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The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
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Item 4. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security Ownership of Certain Beneficial Owners. To the best of Registrant's
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by
Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. These following 5% or more shareholders
are unrelated to Management or to its sole consultant. Neither management, nor
any affiliate of management, or of the consultant to management, has any
interest in any of the following shareholders, nor do any of the following
shareholders possess any interest or affiliation with either management or its
consultant.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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5% Owners # Shares % of Total
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Brown Brothers Harriman 975,000 16.48
63 Wall Street
8th Floor
New York, NY 10005
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Jeffrey Webb 900,000 15.21
618-668 W. Hastings Street
Vancouver BC Canada V6B 1P1
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Swiss American Securities 1,799,500 30.41
100 Wall Street
New York, NY 10005
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Total 5% Owners 3,674,500 62.10
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Total Issued and Outstanding 5,917,000 100.00
=======================================================
(b) Security Ownership of Management. To the best of Registrant's knowledge and
belief the following disclosure presents the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant.
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Name and Address of Beneficial Owner Actual %
Shares
Owned
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Nora Coccaro(1) -0- 0.00
1177 W. Hastings, Suite 1818
Vancouver BC V6E 2K3
===================================================================
All Officers and Directors as a Group 0 0.00
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Total Shares Issued and Outstanding 3,167,800 100.00
===================================================================
(1) The Board of Directors has authorized the issuance of 100,000 shares to Ms.
Coccaro but these shares have not been issued as of this date.
(c) Changes in Control. There are no arrangements known to Registrant, including
any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer. The Issuer is
searching for a profitable business opportunity. The Issuer is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Issuer at such time.
This would likely take the form of a reverse acquisition. That means that this
Issuer would likely acquire businesses and assets for stock in an amount that
would effectively transfer control of this Issuer to the acquisition target
company or
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ownership group. It is called a reverse-acquisition because it would be an
acquisition by this Issuer in form, but would be an acquisition of this Issuer
in substance.
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
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The following person is the sole Officer/Director of Registrant, to serve
until her successor(s) might be elected or appointed. The time of the next
meeting of shareholders has not been determined and is not likely to take place
before a targeted acquisition or combination is determined.
Nora Coccaro (age 43) is the sole Director and corporate President of
Registrant. She grew up in Montevideo, Uruguay, where she attended medical
school at the University of Uruguay. She has been involved in the North and
South American financial communities for the past 15 years during which time she
has gained extensive experience in management of public companies and
particularly in Canadian and American mining activities in South America. She
was Venezuelan Operations Manager of Ourominas Minerals Inc. from 1995 until
1997. In 1996 and 1997, she was retained by Homestake Mining Registrant as
consultant in Central America to review mineral title administration procedures,
land status and market research. In 1998, Ms. Coccaro was appointed Director of
Americana Gold & Diamond Holdings, Inc. a Nasdaq Bulletin Board company and from
1998 until May 1999 she was Director and Executive Vice-President of Black Swan
Gold Mines, a Toronto Senior company. Since September 1998 she also served as
the Consul of Uruguay to Western Canada. Ms. Coccaro is also a director and
corporate secretary of another unrelated public company, Net Master Consultants,
Inc. (OTCBB-NMST).
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Item 6. Executive Compensation.
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Nora Coccaro is compensated by this Registrant at a rate of $30,000 per
year.
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Item 7. Certain Relationships and Related Transactions.
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During the year 1998, the Registrant paid management fees of $16,179 to a
director and former directors. In the first nine months of 1999 consulting fees
of $28,801 were paid to a director and former directors of Registrant.
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Item 8. Description of Securities.
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The Registrant's Capital Authorized and Issued. The Issuer Registrant is
authorized to issue 200,000,000 shares of Common Voting Stock, of par value
$0.01, of which 5,917,000 are issued and outstanding, as of December 28, 1999,
and 500,000 shares of preferred stock, of par value $0.01 and of which no shares
are outstanding.
12
<PAGE>
Common Stock. All shares of Common Stock when issued were fully paid for
and non- assessable. Each holder of Common Stock is entitled to one vote per
share on all matters submitted for action by the stockholders. All shares of
Common Stock are equal to each other with respect to the election of directors
and cumulative voting is not permitted; therefore, the holders of more than 50%
of the outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full.
Secondary Trading refers to the marketability to resell the securities of
this Issuer in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to ss.3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Issuer; however, as
to shares owned by affiliates of the Issuer, the second-year limitation of
amounts attaches and continues, at least until such person has ceased to be an
affiliate for 90 days or more. The limitation of amounts is generally 1% of the
total issued and outstanding in any 90 day period.
Unrestricted Shares of Common Stock. 5,917,000 shares of common stock are
issued and outstanding, of which 3,674,500 shares are held by affiliates of the
Registrant and of which 212,000 shares have been issued pursuant to section 4(2)
of the 1933 Securities Act. 2,030,500 shares are owned by non-affiliates of the
Registrant and are believed to be unrestricted securities which could be sold in
brokerage transaction in compliance with Rule 144. These 2,030,500 shares were
issued pursuant to Rule 504 on or before April 6, 1999, and were not, when
issued Restricted Securities, as defined by Rule 144(a), or were issued pursuant
to ss.4(2) of the 1933 Act more than two years ago. Rule 144 would permit
affiliate sales in limited amounts, as discussed in the previous paragraph.
Sales in amount limited by Rule 144 are commonly called "dribbling".
Options and Derivative Securities. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
Risks of "Penny Stock." The Registrant's common stock may be deemed to be
"penny stock" as that term is defined in Reg.Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stock share stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ) listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least
13
<PAGE>
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Registrant's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Registrant's common stock to resell their shares to third parties or to
otherwise dispose of them.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
14
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on Registrant's Common Equity
and Shareholder Matters.
- --------------------------------------------------------------------------------
(a) Market Information. The Common Stock of this Issuer is quoted Over the
Counter on the Bulletin Board ("OTCBB") under the trading symbol "THRV". There
was no substantial market activity before December, 1998. Based upon standard
reporting sources, the following information is provided:
<TABLE>
<CAPTION>
=====================================================================================================
PERIOD high bid low bid period high bid low bid
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1st 1998 -0- -0- 1st 1999 0.75 0.31
- -----------------------------------------------------------------------------------------------------
2nd 1998 4.43 0.50 2nd 1999 1.43 0.43
- -----------------------------------------------------------------------------------------------------
3rd 1998 4.00 0.04 3rd 1999 1.00 0.53
- -----------------------------------------------------------------------------------------------------
4th 1998 3.62 0.31 Dec 1999 0.50 0.375
=====================================================================================================
</TABLE>
The foregoing price information is based upon inter-dealer prices without
retail mark-up, mark- down or commissions and may not reflect actual
transactions, and is based upon standard reporting sources, taken off the
Internet.
(b) Holders. There are presently approximately 35 shareholders of the common
stock of this Registrant.
(c) Dividends. No cash dividends have been paid by the Registrant on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(d) Reverse Acquisitions. A reverse acquisition of a target business or company
would be expected to involve a change of control of the Registrant, and the
designation of new management. The financial statements of this Registrant would
become largely unreflective of the true condition of the Registrant after such
an acquisition. Shareholder approval would be solicited, pursuant to the laws of
the State of Florida, to approve the acquisition, change of control, and any
material corporate changes incidental to the reorganization of this Registrant.
In connection with the solicitation of shareholder approval, whether or not
proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
15
<PAGE>
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Issuer.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Issuer.
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- --------------------------------------------------------------------------------
The following disclosure presents:
(a) The date, title and amount of unregistered securities sold within the
past three years.
(b) Principal Underwriters, if any. If the small business issuer did not
publicly offer any securities, identify the persons or class of persons to whom
the small business issuer sold the securities.
No Underwriters or Underwriting. No discounts or commissions.
(c) For securities sold for cash, the total offering price and the total
underwriting discounts or commissions. For securities sold other than for cash,
describe the transaction and the type and amount of consideration received by
the small business issuer.
(d) The Section of the Securities Act or the rule of the Commission under
which the small business issuer claimed exemption from registration and the
facts relied upon to make the exemption available.
(e) If the securities sold are convertible or exchangeable into equity
securities, or are warrants or options representing equity securities, disclose
the terms of conversion or exercise of the securities.
There are no convertible or exchangeable securities, warrants or options,
except for (1) warrants to acquire 1,762,500 shares of common stock at $1.00 per
share, which warrants expire April 14, 2000 and (2) a stock option has been
authorized by the Board of Directors for the issuance of up to 1,000,000 shares
of common stock at $0.20 per share for officers, directors, consultants and key
employees. No written plan is in effect at this date.
16
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
Date Title Exemption Price Amount Consideration
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
April 29, 1998 Common Stock Rule 504 $0.25 3,525,000 shares $25,000 cash
and 856,250
assignment of
receivables
- -----------------------------------------------------------------------------------------------------------------------------------
Purchased by a group of sophisticated investors with pre-existing relationships
to management.
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================================================
Date Title Exemption Price Amount Consideration
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
March 26, 1999 Common Stock Rule 504 $0.10 1,180,000 shares $118,000 cash
- -----------------------------------------------------------------------------------------------------------------------------------
Purchases by a group of accredited investors.
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================================================
Date Title Exemption Price Amount Consideration
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sept. 14, 1999 Common Stock ss.4(2) $1.00 73,000 shares $73,000 (1)
- -----------------------------------------------------------------------------------------------------------------------------------
(1) To settle Accounts Payable.
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================================================
Date Title Exemption Price Amount Consideration
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Oct. 28, 1999 Common Stock ss.4(2) $1.00 139,000 shares $138,720 (2)
- -----------------------------------------------------------------------------------------------------------------------------------
(2) To settle debt.
===================================================================================================================================
</TABLE>
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
17
<PAGE>
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors.
- --------------------------------------------------------------------------------
"This corporation shall have the power, in it's ByLaws or in any resolution
of its stockholders or directors to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance." No
indemnification provisions have been adapted in the ByLaws.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
18
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
Audited Financial Statements: for the years ended December 31, 1998,
1997,and 1996 are provided as FINANCIAL STATEMENT: F-1, in the body this filing,
following this page, and incorporated herein by this reference as though fully
set forth on this page as well.
Un-Audited Financial Statements: for the months ended September 30, 1999,
are provided as FINANCIAL STATEMENT: F-2, in the body of this filings, following
F-1, and incorporated herein by this reference as though fully set forth on this
page as well.
Selected Financial Information
===============================================
9/30/99 12/31/98 12/31/97
================================================================================
Total Assets $3,513,301 $198,745 0
- --------------------------------------------------------------------------------
Revenues 0 0 0
- --------------------------------------------------------------------------------
Operating Expenses (231,450) (83,568) 0
- --------------------------------------------------------------------------------
Net Earnings or (Loss) 456,088 (1,695,824) 0
- --------------------------------------------------------------------------------
Per Share (Loss) 0.07 (0.49) 0.00
- --------------------------------------------------------------------------------
Average Common
Shares Outstanding 4,737,765 3,443,425 1,000,000
================================================================================
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
19
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
of
Thor Ventures Corp
for December 31, 1998, 1997 and 1996
- --------------------------------------------------------------------------------
<PAGE>
THOR VENTURES CORP.
FINANCIAL STATEMENTS
(A Development Stage Company)
DECEMBER 31, 1998
<PAGE>
DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated
Professionals
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Thor Ventures Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Thor Ventures Corp. as at
December 31, 1998 and the related statements of operations, changes in
stockholders' equity and cash flows for the year then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Thor Ventures Corp. as at
December 31, 1998 and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles in
the United States of America.
The accompanying financial statements have been prepared assuming that Thor
Ventures Corp. will continue as a going concern. As discussed in Note 2 to the
financial statements, unless the Company attains future profitable operations
and/or obtains additional financing, there is substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regards
to these matters are discussed in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
The audited financial statements as at December 31, 1997 and for the years ended
December 31, 1997 and 1996 were examined by another auditor who expressed an
opinion without reservation on those statements in his report dated March 2,
1998.
"DAVIDSON & COMPANY"
/s/
Vancouver, Canada Chartered Accountants
July 9, 1999
A Member of Accounting Group International
Suite 1200, Stock Exchange Tower, 609 Granville Street,
P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
AS AT DECEMBER 31
<TABLE>
<CAPTION>
====================================================================================================================================
1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment (Note 4) $ 198,745 $ --
====================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Bank indebtedness $ 47 $ --
Accounts payable and accrued liabilities 77,198 --
Interest payable 53,521 --
----------- -----------
130,766 --
Promissory note (Note 5) 882,553 --
----------- -----------
1,013,319 --
----------- -----------
Stockholders' equity
Capital stock
Authorized
200,000,000 common shares with a par value of $0.01
500,000 preferred shares with a par value of $0.01
Issued and outstanding
December 31, 1997 - 1,000,000 common shares with a par value of $0.01
December 31, 1998 - 4,525,000 common shares with a par value of $0.01 45,250 10,000
Additional paid-in capital 837,000 (9,000)
Deficit accumulated during the development stage (1,696,824) (1,000)
----------- -----------
(814,574) --
----------- -----------
$ 198,745 $ --
====================================================================================================================================
</TABLE>
Subsequent events (Note 9)
On behalf of the Board:
Director
- ---------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
===============================================================================================================
Cumulative
Amounts from
Incorporation
on
September 12,
1989 to Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31,
1998 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EXPENSES
Accounting and legal fees $ 13,821 $ 13,821 $ -- $ --
Bank and interest charges 53,568 53,568 -- --
Management fees 16,179 16,179 -- --
Office expense 1,000 -- -- --
----------- ----------- ----------- -----------
(84,568) (83,568) -- --
OTHER ITEMS
Write-down of investment (Note 4) (1,568,149) (1,568,149) -- --
Equity loss in investment (Note 4) (44,107) (44,107) -- --
----------- ----------- ----------- -----------
Loss for the period $(1,696,824) $(1,695,824) $ -- $ --
==============================================================================================================
Loss per share $ (0.49) $ 0.00 $ 0.00
==============================================================================================================
Weighted average number of shares
of common stock outstanding 3,443,425 1,000,000 1,000,000
==============================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------------------- Paid-in Development
Shares Amount Capital Stage Total
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995, 1996,
and 1997 1,000,000 $ 10,000 $ (9,000) $ (1,000) $ --
Shares issued for cash 3,525,000 35,250 846,000 -- 881,250
Loss for the year -- -- -- (1,695,824) (1,695,824)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1998 4,525,000 $ 45,250 $ 837,000 $(1,696,824) $ (814,574)
==============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
=========================================================================================================================
Cumulative
Amounts from
Incorporation
on
September 12,
1989 to Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31,
1998 1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss for the period $(1,696,824) $(1,695,824) $ -- $ --
Items not involving an outlay of cash:
Write-down of investment 1,568,149 1,568,149 -- --
Equity loss on investment 44,107 44,107 -- --
Changes in non-cash working capital items:
Increase in accounts payable and
accrued liabilities 5,000 5,000 -- --
Increase in interest payable 53,521 53,521 -- --
----------- ----------- -------- --------
Net cash used in operating activities (26,047) (25,047) -- --
----------- ----------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 26,000 25,000 -- --
----------- ----------- -------- --------
Change in bank indebtedness for the period (47) (47) -- --
Bank indebtedness, beginning of period -- -- -- --
----------- ----------- -------- --------
Bank indebtedness, end of period $ (47) $ (47) $- $-
=========================================================================================================================
</TABLE>
Supplemental disclosure with respect to cash flows (Note 6)
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 12, 1989, under the laws of the State
of Florida, as Thor Ventures Corp. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.
On August 2, 1991, the Company issued 1,000,000 shares of its $0.01 par
value common stock for services of $1,000.
2. GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the company has no current source
of revenue. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. It is management's plan to
seek additional capital through a merger with an existing operating
company.
===========================================================================
1998 1997
--------------------------------------------------------------------------
Deficit accumulated during the development stage $ (1,696,824) $ (1,000)
Working capital deficiency (130,766) --
===========================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
Investment
Investments in other companies where control is temporary or the Company is
unable to exercise significant influence are carried using the cost method
of accounting. The Company accounts for its investments in companies where
it is able to exercise significant influence using the equity method.
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes
accounting and reporting standards for derivative instruments and for
hedging activities. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. The Company does not anticipate that
the adoption of the statement will have a significant impact on its
financial statements.
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998 with initial
adoption reported as the cumulative effect of a change in accounting
principle. The Company has not yet determined the affect that the adoption
of this Statement will have on its financial statements. THOR VENTURES
CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
Loss per share
Loss per share is based on the weighted average number of common shares
outstanding during the year.
Comparative figures
Certain comparative figures have been adjusted to conform to the current
year's presentation.
4. INVESTMENT
===========================================================================
1998 1997
---------------------------------------------------------------------------
Balance, beginning of year $ -- $ --
Equity investment 1,738,803 --
Exercise of share purchase warrants 72,198 --
Equity loss in investment (44,107) --
Write-down of investment (1,568,149) --
----------- --------
Balance, end of year $ 198,745 $ --
===========================================================================
During the current year, the Company purchased from Stamford International
Inc. ("Stamford") 5,905,250 common shares of Job Industries Ltd. ("Job"),
1,880,000 share purchase warrants of Job and a License Agreement of Job for
$1,738,803. In consideration for the above investments, the Company
purchased Stamford's debt to four creditors in the amount of $856,250 and
issued a promissory note to Stamford in the amount of $882,553 (Note 5).
In addition, the Company exercised 650,000 of the above share purchase
warrants at a price of $0.17 per share. The remaining 1,230,000 share
purchase warrants expired during the year.
5. PROMISSORY NOTE
The Company issued a Promissory Note to Stamford in the amount of $882,553,
bearing interest at 9% per annum, and payable on June 30, 1999. Interest is
payable every six months after June 30, 1998. The Company's investment of
3,434,156 shares of Job has been pledged as collateral.
6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
===========================================================================
1998 1997 1996
---------------------------------------------------------------------------
Cash paid during the period for:
Income taxes $ -- $ -- $ --
Interest -- -- --
===========================================================================
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
================================================================================
6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd.....)
The following non-cash transactions occurred during the year ended December
31, 1998:
a) The Company purchased an investment in Job, in consideration for a
promissory note to Stamford in the amount of $882,553 and purchased
Stamford's debt to four creditors in the amount of $856,250.
b) The Company issued 3,425,000 shares at a price of $856,250 in exchange
for an assignment of receivables from four creditors.
c) The Company exercised 650,000 share purchase warrants of Job at a cost
of $72,198. This amount was included in accounts payable at year end.
There were no non-cash transactions for the years ended December 31, 1997
and 1996.
7. WARRANTS
The Company has 1,762,500 share purchase warrants outstanding, entitling
the holders to acquire common shares of the Company at a price of $1.00 per
share, expiring on April 14, 2000.
8. RELATED PARTY TRANSACTION
During the year ended December 31, 1998, the Company paid management fees
of $16,179 (1997 - $Nil; 1996 - $Nil) to a director and former directors of
the Company.
9. SUBSEQUENT EVENTS
The following events occurred subsequent to December 31, 1998:
a) The Company issued 1,180,000 common shares of the Company at a price
of $0.10 per share for total proceeds of $118,000.
b) The Company issued 4,100,000 restricted common shares of the Company,
pursuant to an agreement with a private company called IWT Pharma
Corp., whereby the rights to market Tetrodin in the United States and
Canada was assigned to the Company.
c) As of July 9, 1999, the Company was in default of its Promissory Note
to Stamford (Note 5). The Company is in the process of re-negotiating
the terms of this agreement.
<PAGE>
- --------------------------------------------------------------------------------
F-2
Un-Audited Financial Statements
for the nine months ended September 30, 1999
- --------------------------------------------------------------------------------
<PAGE>
THOR VENTURES CORP.
FINANCIAL STATEMENTS
(A Development Stage Company)
SEPTEMBER 30, 1999
<PAGE>
DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated
Professionals
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Thor Ventures Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of Thor Ventures Corp. as at
September 30, 1999 and December 31, 1998 and the related statements of
operations, changes in stockholders' equity and cash flows for the nine month
period ended September 30, 1999, the year ended December 31, 1998 and the period
from incorporation on September 12, 1989 to September 30, 1999. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Thor Ventures Corp. as at
September 30, 1999 and December 31, 1998 the results of its operations and its
cash flows for the nine month period ended September 30, 1999, the year ended
December 31, 1998 and the period from incorporation on September 12, 1989 to
September 30, 1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Thor
Ventures Corp. will continue as a going concern. As discussed in Note 2 to the
financial statements, there is substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
discussed in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
"DAVIDSON & COMPANY"
/s/
Vancouver, Canada Chartered Accountants
October 13, 1999
A Member of Accounting Group International
Suite 1200, Stock Exchange Tower, 609 Granville Street,
P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
===============================================================================================================================
September 30, December 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash $ 11,046 $ --
Capital assets 2,255 --
Investment (Note 4) 3,500,000 198,745
----------- -----------
$ 3,513,301 $ 198,745
===============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Bank indebtedness $ -- $ 47
Accounts payable and accrued liabilities 42,067 77,198
Loan payable (Note 5) 138,720 --
Interest payable -- 53,521
----------- -----------
180,787 130,766
Promissory note (Note 6) -- 882,553
----------- -----------
180,787 1,013,319
Stockholders' equity
Capital stock
Authorized
200,000,000 common shares with a par value of $0.01
500,000 preferred shares with a par value of $0.01
Issued and outstanding
December 31, 1998 - 4,525,000 common shares with a par value of $0.01
September 30, 1999 - 9,878,000 common shares with a par value of $0.01 98,780 45,250
Additional paid-in capital 4,474,470 837,000
Deficit accumulated during the development stage (1,240,736) (1,696,824)
----------- -----------
3,332,514 (814,574)
----------- -----------
$ 3,513,301 $ 198,745
===============================================================================================================================
</TABLE>
Subsequent events (Note 11)
On behalf of the Board:
Director
- --------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
====================================================================================================================================
Cumulative
Amounts from
Incorporation
on
September 12, Nine Month Nine Month Three Month Three Month
1989 to Period Ended Period Ended Period Ended Period Ended
September 30, September 30, September 30, September 30, September 30,
1999 1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EXPENSES
Accounting and legal fees $ 58,611 $ 44,790 $ 8,821 $ 10,118 $ --
Bank and interest charges 53,864 296 -- 111 --
Consulting fees 113,014 113,014 -- 45,000 --
Management fees 16,179 -- 16,179 -- --
Office expense 14,231 13,231 -- 9,265 --
Rental expense 13,071 13,071 -- 5,297 --
Transfer agent and filing fees 1,000 1,000 -- 264 --
Travel and accommodation 46,048 46,048 -- 1,186 --
----------- ----------- ------------ ----------- -------
(316,018) (231,450) (25,000) (71,241) --
OTHER ITEMS
Write-down of investment
(Note 4) (1,568,149) -- -- -- --
Equity loss in investment
(Note 4) (44,107) -- -- -- --
----------- ----------- ------------ ----------- -------
(1,612,256) -- -- -- --
----------- ----------- ------------ ----------- -------
Loss before extraordinary item (1,928,274) (231,450) (25,000) (71,241) --
EXTRAORDINARY ITEM
Gain on settlement of debt
(Note 6) 687,538 687,538 -- 687,538 --
----------- ----------- ------------ ----------- -------
Income (loss) for the period $(1,240,736) $ 456,088 $ (25,000) $ 616,297 $ --
==============================================================================================================================
Basic earnings (loss) per share
before extraordinary item $ (0.03) $ (0.01) $ (0.01) $ --
Extraordinary item 0.10 -- 0.07 --
----------- ------------ ----------- -------
Basic earnings (loss) per share $ 0.07 $ (0.01) $ 0.06 $ --
==============================================================================================================================
Fully diluted earnings (loss) per
share before extraordinary
item $ (0.03) $ (0.01) $ (0.01) $ --
Extraordinary item 0.10 -- 0.07 --
----------- ------------ ----------- -------
Fully diluted earnings (loss) per
share $ 0.07 $ (0.01) $ 0.06 $ --
==============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
====================================================================================================================================
Deficit
Accumulated
Common Stock Additional During the
-------------------------- Paid-in Development
Shares Amount Capital Stage Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995, 1996,
and 1997 1,000,000 $ 10,000 $ (9,000) $ (1,000) $ --
Shares issued for receivables 3,500,000 35,000 821,250 -- 856,250
Shares issued for cash 25,000 250 24,750 -- 25,000
Loss for the year -- -- -- (1,695,824) (1,695,824)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1998 4,525,000 45,250 837,000 (1,696,824) (814,574)
Issuance of common stock
For cash in March 1999 at $0.10
per share 1,180,000 11,800 106,200 -- 118,000
For the exchange of all issued shares
of IWT Pharma Corp. 4,000,000 40,000 3,460,000 -- 3,500,000
For finders fee 100,000 1,000 (1,000) -- --
For settlement of indebtedness 73,000 730 72,270 -- 73,000
Income for the period -- -- -- 456,088 456,088
----------- ----------- ----------- ----------- -----------
Balance, September 30, 1999 9,878,000 $ 98,780 $ 4,474,470 $(1,240,736) $ 3,332,514
====================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
====================================================================================================================================
Cumulative
Amounts from
Incorporation
on
September 12, Nine Month Nine Month
1989 to Period Ended Period Ended
September 30, September 30, September 30,
1999 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) for the period $(1,240,736) $ 456,088 $ (25,000)
Items not involving an outlay of cash:
Write-down of investment 1,568,149 -- --
Equity loss on investment 44,107 -- --
Gain on settlement of debt (687,538) (687,538) --
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities 42,869 37,869 --
Increase in interest payable 53,521 -- --
Increase in loan payable 138,720 138,720 --
----------- ----------- -----------
Net cash used in operating activities (80,908) (54,861) (25,000)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital asset (2,255) (2,255) --
Promissory note (49,791) (49,791) --
----------- ----------- -----------
Net cash used in investing activities (52,046) (52,046) --
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 144,000 118,000 25,000
----------- ----------- -----------
Net cash provided by financing activities 144,000 118,000 25,000
----------- ----------- -----------
Change in cash for the period 11,046 11,093 --
Cash, beginning of period -- (47) --
----------- ----------- -----------
Cash, end of period $ 11,046 $ 11,046 $ --
====================================================================================================================================
</TABLE>
Supplemental disclosure with respect to cash flows (Note 8)
The accompanying notes are an integral part of these financial statements.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized on September 12, 1989, under the laws of the
State of Florida, as Thor Ventures Corp. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development
stage company.
On August 2, 1991, the Company issued 1,000,000 shares of its $0.01 par
value common stock for services received, in the amount of $1,000.
On April 29, 1998, the Company issued 3,525,000 shares of its $0.01 par
value common stock at a price of $0.25 per share for an assignment of
receivables in the amount of $856,250 and for cash in the amount of
$25,000.
On March 26, 1999, the Company issued 1,180,000 shares of it's $0.01 par
value common stock at a price of $0.10 per share to various shareholders
for cash in the amount of $118,000.
On June 10, 1999, the Company acquired all of the issued and outstanding
shares of IWT Pharma Corp, in exchange for 4,000,000 shares of its $0.01
par value common stock. In addition, the Company issued 100,000 shares for
finders' fees.
On September 14, 1999, the Company issued 73,000 shares of its $0.01 par
value common stock at a deemed value of $73,000 to settle a portion of
their accounts payable.
2. GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the company has no current source
of revenue. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. It is management's plan to
seek additional capital through a merger with an existing operating
company.
===========================================================================
September 30, December 31,
1999 1998
Deficit accumulated during the development stage $(1,240,736) $(1,696,824)
---------------------------------------------------------------------------
Working capital deficiency (169,741) (130,766)
===========================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
Investment
Investments in other companies where control is temporary or the Company is
unable to exercise significant influence are carried using the cost method
of accounting. The Company accounts for its investments in companies where
it is able to exercise significant influence using the equity method.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the period. Actual results could differ from these estimates.
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes
accounting and reporting standards for derivative instruments and for
hedging activities. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999.
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998 with initial
adoption reported as the cumulative effect of a change in accounting
principle.
Income/loss per share
Loss per share is based on the weighted average number of common shares
outstanding during the year. For the nine month periods ended September 30,
1999 and 1998 and the three month periods ended September 30, 1999 and
1998, the weighted average number of shares outstanding was 7,023,930,
3,782,108, 9,865,304 and 4,525,000, respectively.
Fully diluted earnings per share consider the dilutive impact of the
conversion of outstanding stock options and warrants as if the events had
occurred at the beginning of the year. For the nine month periods ended
September 30, 1999 and 1998 and the three month periods ended September 30,
1999 and 1998, this calculation proved to be anti-dilutive.
Comparative figures
Certain comparative figures have been adjusted to conform to the current
period's presentation.
Capital assets
Capital assets will be recorded at cost less accumulated depreciation. The
cost of capital assets is depreciated over the estimated useful life of the
asset.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
Income taxes
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carryforwards. Deferred
tax expenses (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
4. INVESTMENT
===========================================================================
September 30, December 31,
1999 1998
---------------------------------------------------------------------------
Balance, beginning of period $ 198,745 $ --
Equity investment 3,500,000 1,738,803
Exercise of share purchase warrants -- 72,198
Equity loss in investment -- (44,107)
Write-down of investment -- (1,568,149)
Shares exchanged to settle debt (198,745) --
----------- -----------
Balance, end of period $ 3,500,000 $ 198,745
===========================================================================
During the period, the Company delivered all of its 6,555,250 common shares
of Job Industries Ltd. ("Job") in the amount of $198,745 to settle a note
payable to Stamford International Inc. ("Stamford") in the amount of
$832,762, plus interest payable in the amount of $53,521. As a result, the
Company incurred a gain on settlement of debt in the amount of $687,538.
In addition, the Company issued 4,000,000 shares of its $0.01 par value
common stock in exchange for all of the issued and outstanding shares of
IWT Pharma Corporation at a deemed value of $3,500,000.
5. LOAN PAYABLE
The loan payable of $138,720 is non-interest bearing and contains no terms
of repayment.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
================================================================================
6. PROMISSORY NOTE
During fiscal 1998, the Company issued a promissory note to Stamford in the
amount of $882,553, bearing interest at 9% per annum.
During the period, the Company settled the note payable to Stamford plus
accrued interest of $53,521 in consideration for $49,791 (CDN $75,000) and
all of its investment in common shares of Job valued at $198,745, which
resulted in a gain on settlement of debt in the amount of $687,538.
7. RECONCILIATION OF WEIGHTED AVERAGE AND FULLY DILUTED COMMON SHARES
<TABLE>
<CAPTION>
==============================================================================================================
Nine Month Nine Month Three Month Three Month
Period Ended Period Ended Period Ended Period Ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average number of common
shares used in basic EPS 7,023,930 3,782,108 9,865,304 4,525,000
Effect of dilutive securities
Warrants -- 955,657 -- --
--------- --------- --------- ---------
Weighted average number of common
shares and dilutive potential common
shares used in diluted EPS 7,023,930 4,737,765 9,865,304 4,525,000
==============================================================================================================
</TABLE>
8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
===========================================================================
September 30, September 30,
1999 1998
---------------------------------------------------------------------------
Cash paid during the period for:
Income taxes $ - $ -
Interest - -
===========================================================================
The following non-cash transaction occurred during the nine month period
ended September 30, 1999:
a) The Company settled its promissory note to Stamford in the amount of
$832,763 plus accrued interest payable in the amount of $53,521 in
consideration for its investment in common shares of Job with a book
value of $198,746 resulting in a gain on settlement of debt in the
amount of $687,538.
b) The Company issued 4,000,000 common shares at a deemed value of
$3,500,000 to acquire a 100% interest in a private company called IWT
Pharma Corp.
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
================================================================================
8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd.....)
c) The Company issued 100,000 common shares of its $0.01 par value common
stock as a finders' fee at a deemed value of $1,000.
d) The Company issued 73,000 shares of common stock at a deemed value of
$73,000 to settle accounts payable in the amount of $72,198.
The following non-cash transactions occurred during the nine month period
ended September 30, 1998:
a) The Company acquired 5,905,250 common shares of Job by issuing a
promissory note to Stamford in the amount of $882,553 and the
acquisition of Stamford's debt to four creditors in the amount of
$856,250.
b) The Company issued 3,425,000 shares at a price of $856,250 in exchange
for an assignment of receivables from four creditors.
c) The Company exercised 650,000 share purchase warrants of Job at a
costs of $72,198. This amount was included in accounts payable during
the period.
9. WARRANTS
The Company has share purchase warrants outstanding, entitling the holders
to acquire 1,762,500 common shares of the Company at a price of $1.00 per
share, expiring on April 14, 2000.
10. RELATED PARTY TRANSACTION
During the nine month period ended September 30, 1999, the Company paid
management fees of $Nil (1998 - $16,179) to a director and former directors
of the Company.
During the nine month period ended September 30, 1999, the Company paid
consulting fees of $28,801 (1998 - $Nil) to a director and former directors
of the Company.
11. SUBSEQUENT EVENTS
The following events occurred subsequent to September 30, 1999:
a) As of October 13, 1999, the Company has entered into a private
placement agreement to issue 139,000 shares. All shares in the private
placement will have a purchase price of $1.00 per share for an
aggregate purchase price of $139,000. This private placement will be
used to settle the loan payable of $138,720.
b) The Company plans to cancel shares issued in their investment in the
private company IWT Pharma Corporation.
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
================================================================================
EXHIBIT TABLE CATEGORY / DESCRIPTION OF EXHIBIT PAGE
TABLE NUMBER
#
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- --------------------------------------------------------------------------------
2.1 ARTICLES OF INCORPORATION 44
- --------------------------------------------------------------------------------
2.2 BY-LAWS 49
================================================================================
42
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
THOR VENTURES CORP.
by
/s/ Nora Coccaro
---------------------------
Nora Coccaro
Sole Director and President
43
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation
Thor Ventures Corp.
filed September 12, 1989
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF INCORPORATION
OF
THOR VENTURES CORP.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to Contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I
NAME
The name of this corporation is THOR VENTURES CORP.
ARTICLE II
NATURE OF THE BUSINESS
This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and of the State of Florida.
ARTICLE III
AUTHORIZED SHARES
The Capital stock of this corporation shall consist of 200,000,000 shares
of common stock having a par value of $.01 per share and 500,000 shares of
Preferred stock, $.01 par value per share.
The Preferred Stock may be issued from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations
restrictions thereof as shall be stated and expressed in the resolution or
resolutions provided for the issuance of such Preferred Stock adopted by the
Board of Directors pursuant to the authority in this paragraph given.
ARTICLE IV
INITIAL CAPITAL
The amount of capital with which this corporation shall commence business
shall be not less than One Hundred ($100.00) Dollars.
ARTICLE V
TERM OF EXISTENCE
This corporation shall have perpetual existence.
ARTICLE VI
INITIAL ADDRESS
The initial address of the principal place of business of this corporation
in the State of Florida shall be 3167 N.W. 47th Terrace, Suite 214, Lauderdale
Lakes, Florida 33319. The Board of Directors may at any time and from time to
time move the principal office of this corporation to any location within or
without the State of Florida.
<PAGE>
ARTICLE VII
DIRECTORS
Its Board of Directors shall manage the business of this corporation. The
number of such directors shall be not be less than one (1) and, subject to such
minimum may be increased or decreased from time to time in the manner provided
in the By-Laws. The number of persons constituting the initial Board of
Directors shall be 1.
ARTICLE VIII
INITIAL DIRECTORS
The names and addresses of the initial Board of Directors are as follows:
Stanley Fineberg 3167 N.W. 47th Terrace
Suite 214
Lauderdale Lakes, Florida 33319
ARTICLE IX
SUBSCRIBER
The name and address of the person signing theses Articles of Incorporation
as subscriber is:
Eric P. Littman
Suite 202
1428 Brickell Avenue
Miami, FL 33131
ARTICLE X
VOTING FOR DIRECTORS
The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the ByLaws.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this corporation is such other party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the power, in its ByLaws or in any resolution
of its stockholders or directors to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.
ARTICLE XIII
FLORIDA STATUTES
The corporation expressly elects not to be governed by the provisions of
Sections 607.108 and 607.109, Florida Statutes.
<PAGE>
ARTICLE XIV
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
Berlin Corporate Services, Inc.
Suite 202
1428 Brickell Avenue
Miami, FL 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation this 28th day August, 1989
/s/ Eric P.Littman
- --------------------------
Eric P.Littman, Subscriber
Subscribed and Sworn to this
28th day of August, 1989
Before me:
/s/ Isabel J. Contera
- --------------------------
Notary Public
<PAGE>
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR SERVICE OF PRECESS WITHIN THIS STATE
NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED
In pursuance of Chapter 48.091 of the Florida Statutes, the following is
submitted THOR VENTURES CORP. desiring to organize a corporation under the laws
of the State of Florida with its principal place of business as stated in its
Articles of Incorporation has named Berlit Corporate Services, Inc., at Suite
202, 1428 Brickell Avenue, Miami, FL 33131 as its agent upon whom process may be
served within this state.
Having been named to accept service of process for the above stated
corporation, I hereby accept to act in this capacity and to comply with the
provisions of the Act relative to keeping open said office.
BERLIT CORPORATE SERVICES, INC.
By: /s/ Eric P. Littman
------------------------------
Eric P. Littman, Secretary
- --------------------------------------------------------------------------------
Exhibit 2.2
Bylaws
- --------------------------------------------------------------------------------
<PAGE>
BYLAWS
OF
THOR VENTURES CORP.
(A FLORIDA CORPORATION)
<PAGE>
INDEX
PAGE NUMBER
ARTICLE ONE - OFFICES
Section 1. Principal Office...........................................1
Section 2. Other Offices..............................................1
ARTICLE TWO - MEETINGS OF SHAREHOLDERS
Section 1. Place.....................................................1
Section 2. Time of Annual Meeting....................................1
Section 3. Call of Special Meetings..................................1
Section 4. Conduct of Meetings.......................................1
Section 5. Notice and Waiver of Notice...............................2
Section 6. Business and Nominations for Annual
and Special Meetings.....................................2
Section 7. Quorum....................................................2
Section 8. Voting Rights Per Share...................................3
Section 9. Voting of Shares..........................................3
Section 10. Proxies...................................................3
Section 11. Shareholder List..........................................4
Section 12. Action Without Meeting....................................4
Section 13. Fixing Record Date........................................5
Section 14. Inspectors and Judges.....................................5
Section 15. Voting for Directors......................................5
ARTICLE THREE - DIRECTORS
Section 1. Number; Term; Election; Qualification ....................5
Section 2. Resignation; Vacancies; Removal ..........................6
Section 3. Powers ...................................................6
Section 4. Place of Meetings ........................................6
Section 5. Annual Meetings ...........................................6
Section 6. Regular Meetings ..........................................6
Section 7. Special Meetings and Notice ...............................6
Section 8. Quorum and Required Vote ..................................7
Section 9. Action Without Meeting ....................................7
Section 10. Conference Telephone or
Similar Communications Equipment Meetings ................7
Section 11. Committees ................................................7
Section 12. Compensation of Directors .................................8
ARTICLE FOUR- OFFICERS
Section 1. Positions .................................................8
Section 2. Election of Specified Officers by Board ...................8
Section 3. Election or Appointment of Other Officers .................8
Section 4. Compensation ..............................................8
Section 5. Term; Resignation; Removal; Vacancies .....................9
Section 6. Chairman of the Board .....................................9
Section 7. Chief Executive Officer ...................................9
Section 8. President .................................................9
Section 9. Vice Presidents............................................9
Section 10. Secretary ...............................................10
Section 11. Chief Financial Officer .................................10
Section 12. Treasurer ................................................10
Section 13. Other Officers; Employees and Agents ....................10
<PAGE>
ARTICLE FIVE - CERTIFICATES FOR SHARES
Section 1. Issue of Certificates ...................10
Section 2. Legends for Preferences and Restrictions on Transfer ....11
Section 3. Facsimile Signatures ....................................11
Section 4. Lost Certificates .......................................11
Section 5. Transfer of Shares ......................................12
Section 6. Registered Shareholders .................................12
Section 7. Redemption of Control Shares ............................12
ARTICLE SIX - GENERAL PROVISIONS
Section 1. Dividends ................................................12
Section 2. Reserves .................................................12
Section 3. Checks ...................................................12
Section 4. Fiscal Year ..............................................13
Section 5. Seal .....................................................13
Section 6. Gender ...................................................13
ARTICLE SEVEN - AMENDMENT OF BYLAWS .......................................13
<PAGE>
BYLAWS
OF
THOR VENTURES CORP.
ARTICLE ONE
OFFICES
Section 1. Principal Office. The principal office of Thor Ventures Corp., a
Florida corporation (the "Corporation"), shall be located at such place
determined by the Board of Directors of the Corporation (the "Board of
Directors") in accordance with applicable law.
Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
Section 1. Place. All annual meetings of shareholders shall be held at such
place, within or without the State of Florida, as may be designated by the Board
of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be
held on such date and at such time fixed, from time to time, by the Board of
Directors, provided, that there shall be an annual meeting held every calendar
year at which the shareholders shall elect a board of directors and transact
such other business as may property be brought before the meeting.
Section 3. Call of Special Meetings. Special meetings of the shareholders
shall be held if called in accordance with the procedures set forth in the
Corporation's Articles of Incorporation (the "Articles of Incorporation") for
the call of a special meeting of shareholders.
Section 4. Conduct of Meetings. The Chairman of the Board of Directors (or
in his absence, the President, or in his absence, such other designee of the
Chairman of the Board of Directors) shall preside at the annual and special
meetings of shareholders and shall be given full discretion in establishing the
rules and procedures to be followed in conducting the meetings, except as
otherwise provided by law or in these Bylaws.
Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the Board, President, or the persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If the notice is mailed at least
thirty (30) days before the date of the meeting, it may be done by a class of
United States mail other than first class. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at the address appearing on the stock transfer books of the
Corporation, with postage thereon prepaid. If a meeting is
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adjourned to another time and/or place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the Board of Directors,after adjournment,
fixes a new record date for the adjourned meeting. Whenever any notice is
required to be given to any shareholder, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether signed before, during or
after the time of the meeting stated therein, and delivered to the Corporation
for inclusion in the minutes or filing with the corporate records, shall
constitute an effective waiver of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice. Attendance of a
person at a meeting shall constitute a waiver of (a) lack of or defective notice
of such meeting, unless the person objects at the beginning to the holding of
the meeting or the transacting of any business at the meeting, or (b) lack of or
defective notice of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the person objects
to considering such matter when it is presented.
Section 6. Business and Nominations..for Annual and Special Meetings.
Busines transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been property brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.
Section 7. Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting
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or any adjournment thereof Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
Section 8. Voting Rights Per Share. Each outstanding share, regardless of
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of the shares of
any class are limited or denied by or pursuant to the Articles of Incorporation
or the Florida Business Corporation Act.
Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee may be voted
by such person, either in person or by proxy, but no trustee shall be entitled
to vote shares held by such person without a transfer of such shares into his
name or the name of his nominee. Shares held by or under the control of a
receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of
creditors may be voted by such personwithoutthetransferthereofintohisname. Lf
shares stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, his act binds all; (b) if more than one vote,
in person or by proxy, the act of the majority so voting binds all; (c) if more
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.
Section 10. Proxies. Anyshare holder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or aftorney-in-fact
for such persons may vote the shareholders shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
such person by signing an appointment form, either personally or by his
aftorney-in-fact. An executed telegram or cablegram appearing to have
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been transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 1 1 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the night of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy authority under the appointment is exercised. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
Section 11.Shareholder List. Afterfixing a record date for a meeting of
shareholders, the Corporationshallprepare an alphabetical list of the names of
all its shareholders who are entitled to notice ofthe meeting, arranged by
voting group with the address of, and the number and class and series,if any, of
shares held by each. The shareholders'list must be available for inspection by
any shareholder for a period of ten (10) days poor to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or such person's agent or attorney is entitled on wriften demand to
inspect the shareholders' list (subjegt to the requirements of law), during
regular business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders'list available at the
meeting of shareholders, and any shareholder or agent or aftomey of such
shareholder is entitled to inspect the list at any time du(ing the meeting or
any adjournment. The shareholders'list is prima facie evidence of the identity
of shareholders entitled to examine the shareholders' list or to vote at a
meeting of shareholders.
Section 12. Action Without Meeting. Any action required or permitted by law
to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted with respect to the subject matter thereof, and
such consent shall be delivered to the Corporation, within the period required
by Section 607.0704 of the Flodda Business Corporation Act, by delivery to its
principal office in the State of Florida, its principal place of business, the
Secretary or another officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholder's are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, in accordance with the requirements of Section
607.0704 of the Florida Business Corporation Act.
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Section 13. Fixing Record Date. Forthe purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
orderto make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.
Section 14. Inspectors and Judges. The Board of Directors in advance of any
meeting may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, orjudge orjudges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
orjudge orjudges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.
Section 15. Voting for Directors. Unless otherwise provided in the Articles
of Incorporation, directors shall be elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present.
ARTICLE THREE
DIRECTORS
Section 1. Number: Term: Election; Qualification. The number of directors
of the Corporation shall be fixed from time to time, within the limits specified
by the Articles of Incorporation, by resolution of the Board of Directors.
Directors shall be elected in the manner and hold office for the term as
prescribed in the Articles of Incorporation. Directors must be natural persons
who are 18 years of age or older but need not be residents of the State of
Florida, shareholders of the Corporation or citizens of the United States.
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Section 2. Resignation: Vacancies; Removal. A director may resign at any
time by giving written notice to the Board of Directors or the Chairman of the
Board. Such resignation shall take effect at the date of receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
In the event the notice of resignation specifies a later effective date, the
Board of Directors may fill the pending vacancy (subject to the provisions of
the Articles of Incorporation) before the effective date if they provide that
the successor does not take office until the effective date. Director vacancies
shall be filled, and directors may be removed, in the manner prescribed in the
Corporation's Articles of Incorporation.
Section 3. Powers. The business and affairs of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.
Section 4. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held either within or without the State of Florida.
Section 5. Annual Meetings. Unless scheduled for another time by the Board
of Directors, the first meeting of each newly elected Board of Directors shall
be held, without call or notice, immediately following each annual meeting of
shareholders.
Section 6. Regular Meetings. Regular meetings of the Board of Directors may
also be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.
Section 7. Special Meetings and Notice. Special meetings of the Board of
Directors may be called by the President or Chairman of the Board and shall be
called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law neither the business to be transacted at,nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered to the directors at their addresses
appeadng on the books of the Corporation by personal delivery, mail or other
legally sufficient means. Subject to the provisions of the preceding sentence,
notice to directors may also be given by telegram, teletype or other form of
electronic communication. Notice by mail shall be deemed to be given at the time
when the same shall be received. Whenever any notice is required to be given to
any director, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before, during or after the meeting, shall
constitute an effective waiver of such notice. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place of the meeting, the time of the meeting and the
manner in which it has been called or convened, except when a director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.
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Section 8. Quorum and Required Vote. A majority of the prescribed number of
directors determined as provided in the Articles of Incorporation shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required by the
Articles of Incorporation. Whenever, for any reason, a vacancy occurs in the
Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.
Section 9. Action Without Meeing. Any action required or permitted to be
taken at a meeting of the Board of Directors or committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the Board of Directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.
Section l0. Conference Telephone or Similar Communications Equipment
Meetings. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.
Section 11. Commitees. The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, may designate from among its members
an executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by applicable law. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or such member by law.
Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Similarly, members of special or standing committees may be allowed
compensation for attendance at committee meetings or a stated salary as a
committee member and payment of expenses for attending committee meetings.
Directors may receive such other compensation as may be approved by the Board of
Directors.
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ARTICLE FOUR
OFFICERS
Section 1. Positions. The officers of the Corporation may consist of a
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (any one or more of whom may be given the additional designation of
rank of Executive Vice President or Senior Vice President), a Secretary, a Chief
Financial Officer and a Treasurer. Any two or more offices may be held by the
same person. Officers other than the Chairman of the Board need not be members
of the Board of Directors. The Chairman of the Board must be a member of the
Board of Directors.
Section 2. Election of Specified Officers bv Board. The Board of Directors
at its first meeting after each annual meeting of shareholders shall elect a
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (including any Senior or Executive Vice Presidents), a Secretary, a
Chief Financial Officer and a Treasurer.
Section 3. Election or Appointment of Other Officers. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the Chairman of the Board. The Board of Directors shall be advised
of appointments by the Chairman of the Board at or before the next scheduled
Board of Directors meeting.
Section 4. Compensation. The salaries, bonuses and other compensation of
the Chairman of the Board and all officers of the Corporation to be elected by
the Board of Directors pursuant to Section 2 of this Article Four shall be fixed
from time to time by the Board of Directors or pursuant to its direction. The
salaries of all other elected or appointed officers of the Corporation shall be
fixed from time to time by the Chairman of the Board or pursuant to his
direction.
Section 5. Term; Resignation: Removal, Vacancies. The officers of the
Corporation shall hold office until their successor's are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
with or without cause. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors, or, in the case of an officer appointed by the Chairman of the Board,
by the Chairman of the Board or the Board of Directors. Any officer of the
Corporation may resign from his respective office or position by delivering
notice to the Corporation, and such resignation shall be effective without
acceptance. Such resignation shall be effective when delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until such effective date.
Section 6. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and the Board of Directors. The Chairman of
the Board shall also serve as the chairman of any executive committee.
Section 7. Chief Executive Officer. Subject to the control of the Board of
Directors, the Chief Executive Officer, in conjunction with the President, shall
have general and active management of the business of the Corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect and shall have such powers and perform such duties as may be prescribed
by the Board of Directors. In the absence of the
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Chairman of the Board or in the event the Board of Directors shall not have
designated a Chairman of the Board, the Chief Executive Officer shall preside at
meetings of the shareholders and the Board of Directors. The Chief Executive
Officer shall also serve as the vice-chairman of any executive committee.
Section 8. President. Subject to the control of the Board of Directors, the
President, in conjunction with the Chief Executive Officer, shall have general
and active management of the business of the Corporation and shall have such
powers and perform such duties as may be prescribed by the Board of Directors.
In the absence of the Chairman of the Board and the Chief Executive Officer or
in the event the Board of Directors shall not have designated a Chairman of the
Board and a Chief Executive Officer shall not have been elected, the President
shall preside at meetings of the shareholders and the Board of Directors. The
President shall also serve as the vice-chairman of any executive committee.
Section 9. Vice Presidents. The Vice Presidents, in the order of their
seniority, unless otherwise determined bythe Board of Directors, shall, in the
absence ordisability of the President and the Chief Executive Officer, perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the Board of Directors, the Chairman
of the Board or the Chief Executive Officer shall prescribe or as the
Presidentmayfromtimetotimedelegate. ExecutiveVicePresidentsshalibeseniortoSenior
Vice Presidents, and Senior Vice Presidents shall be senior to all other Vice
Presidents.
Section 10. Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors and shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.
Section 11. Chief Financial Officer. The Chief Financial Officer shall be
responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitorthe financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.
Section 12. Treasurer. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall renderto the
Chairman of the Board and the Board of Director's at its regular meetings orwhen
the Board of Directors so requires an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President.
Section 13. Other Officers: Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to such person by the Board of Directors, the officer so
appointing such person or such officer or officers who may from time to time be
designated by the Board of Directors to exercise such supervisory authority.
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ARTICLE FIVE
CERTIFICATES FOR SHARES
Section 1. Issue of Certificates. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the Chief
Executive Officer, President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form.
Section 2. Legends for Preferences and Restrictions on Transfer. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or faidy summarized upon
the certificate, orthe certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
such restdgtions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, or not registered or qualified
under the applicable state securities laws, the transfer of any such shares
shall be restricted substantially in accordance with the following legend:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
COUNSEL (SATISFACTORYTO THE CORPORATION) THAT REGISTRATION IS NOT
REQUIRED."
Section 3. Facsimile Signatures. Any and all 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 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 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
Section 5. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
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Section 6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Florida.
Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acqu icing person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.
ARTICLE SIX
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in cash,
property, stock (including its own shares) or otherwise pursuant to law and
subject to the provisions of the Articles of Incorporation.
Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.
Section 5. Seal. The Board of Directors may adopt a corporate seal by
resolution. The corporate seal, if adopted, shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
Section 6. Gender. All words used in these Bylaws in the masculine gender
shall extend to and shall include the feminine and neutral genders.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
Except as otherwise set forth herein, these Bylaws may be altered, amended
or repealed or new Bylaws may be adopted at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting.
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PRESIDENT'S CERTIFICATE OF ADOPTION OF
THE BYLAWS OF THOR VENTURES CORP.
I hereby certify:
That I am the duly elected President of Thor Ventures Corp., a Florida
corporation; That the foregoing Bylaws comprising thirteen (1 3) pages,
constitute the Bylaws of said corporation as duly adopted by the Board of
Directors of the Corporation on June 8th, 1998.
IN WITNESS WHEREOF, I have hereunder signed my name this 8th day of June,
1998.
/s/ Kevin Landstrom, President
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