<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended March 31, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________
COMMISSION FILE NUMBER
000-28731
THOR VENTURES CORP.
(Exact Name of Registrant as specified in its charter)
Florida 98-0211356
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
Suite 1818-1177 West Hastings Street
Vancouver, B.C. V6E 2K3
(Address of principal executive offices)
604-602-1717
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing Requirements for the past 90 days. Yes X No
State number of shares outstanding of each of the issue's classes of common
equity, as of the latest practicable date: 5,917,000
<PAGE> 2
THOR VENTURES CORP.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
<PAGE> 3
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------------- ---------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 1,345 $ 115,871
Prepaid expenses 547 -
------------- ---------------
1,892 115,871
CAPITAL ASSETS (Note 4) 2,136 -
INVESTMENT (Note 5) - 198,745
------------- ---------------
$ 4,028 $ 314,616
============= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 89,214 $ 157,141
Loan payable (Note 6) 52,000 30,000
Interest payable - 53,521
------------- ---------------
141,214 240,662
PROMISSORY NOTE (Note 7) - 882,553
------------- ---------------
141,214 1,123,215
------------- ---------------
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
March 31, 1999 - 5,705,000 common shares with a par value of $0.01
March 31, 2000 - 5,917,000 common shares with a par value of $0.01 59,170 57,050
Additional paid-in capital 1,152,800 943,200
Deficit accumulated during the development stage (1,349,156) (1,808,849)
------------- ---------------
(137,186) (808,599)
------------- ---------------
$ 4,028 $ 314,616
============= ===============
</TABLE>
On behalf of the Board:
/s/ Nora Coccaro
________________________________________Director
The accompanying notes are an integral part of these financial statements
<PAGE> 4
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation
on
September 12, Three months Three months
1989 to ended ended
March 31, March 31, March 31,
2000 2000 1999
--------------- ----------- -----------
<S> <C> <C> <C>
EXPENSES
Accounting and legal fees $ 102,780 $ 26,471 $ 28,902
Bank and interest charges 54,354 240 (246)
Consulting fees 151,036 23,025 36,304
Management fees 16,179 - -
Office expense 19,050 1,997 (139)
Rental expense 25,911 6,420 1,454
Transfer agent and filing fees 1,174 (10) 163
Travel and accommodation 53,954 2,053 45,587
--------------- ----------- -----------
(424,438) (60,196) (112,025)
OTHER ITEMS
Write-down of investment (1,568,149) - -
Equity loss in investment (44,107) - -
--------------- ----------- -----------
(1,612,256) - -
--------------- ----------- -----------
Loss before extraordinary item (2,036,694) (60,196) (112,025)
EXTRAORDINARY ITEM
Gain on settlement of debt (Note 7) 687,538 - -
--------------- ----------- -----------
LOSS FOR THE PERIOD $ (1,349,156) $ (60,196) $ (112,025)
=============== =========== ===========
Basic loss per share before extraordinary item $ (0.01) $ (0.02)
Extraordinary item - -
----------- -----------
Basic loss per share $ (0.01) $ (0.02)
=========== ===========
Diluted loss per share before extraordinary item $ (0.01) $ (0.02)
Extraordinary item - -
----------- -----------
Diluted loss per share $ (0.01) $ (0.02)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 5
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock 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 debt 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)
Shares issued for cash 1,180,000 11,800 106,200 - 118,000
Shares issued for debt 73,000 730 72,270 - 73,000
Shares issued for debt 139,000 1,390 137,330 - 138,720
Income for the year - - - 407,864 407,864
--------- ------------ --------------- -------------- ------------
Balance, December 31, 1999 5,917,000 59,170 1,152,800 (1,288,960) (76,990)
Loss for the period - - - (60,196) (60,196)
--------- ------------ --------------- -------------- ------------
Balance, March 31, 2000 5,917,000 $ 59,170 $ 1,152,800 $ (1,349,156) $ (137,186)
========= ============ =============== ============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 6
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation
on
September 12, Three months Three months
1989 to ended ended
March 31, March 31, March 31,
2000 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (1,349,156) $ (60,196) $ (112,025)
Items not involving an outlay of cash:
Amortization 527 173 -
Write-down of investment 1,568,149 - -
Equity loss on investment 44,107 - -
Gain on settlement of debt (687,538) - -
Changes in non-cash working capital items:
Increase in prepaid expenses (547) (120) -
Increase in accounts payable and accrued liabilities 90,016 24,810 79,943
Increase in interest payable 53,521 - -
Increase in loan payable 190,720 32,000 30,000
------------ ------------ ------------
Net cash used in operating activities (90,201) (3,333) (2,082)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital asset (2,663) - -
------------ ------------ ------------
Net cash used in investing activities (2,663) - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Promissory note (49,791) - -
Issuance of common stock 144,000 - 118,000
------------ ------------ ------------
Net cash provided by financing activities 94,209 - 118,000
------------ ------------ ------------
CHANGE IN CASH (BANK INDEBTEDNESS) FOR THE PERIOD 1,345 (3,333) 115,918
CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD - 4,678 (47)
------------ ------------ ------------
CASH (BANK INDEBTEDNESS), END OF PERIOD $ 1,345 $ 1,345 $ 115,871
============ ============ ============
</TABLE>
Supplemental disclosure with respect to cash flows (Note 9)
The accompanying notes are an integral part of these financial statements
<PAGE> 7
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
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 payment of debt 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 its $0.01 par
value common stock at a price of $0.10 per share for cash in the amount of
$118,000.
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.
On October 26, 1999, the Company issued 139,000 shares of its $0.01 par
value common stock at a deemed value of $138,720 to settle a loan 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
and through additional equity financings.
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
-------------- --------------
<S> <C> <C>
Deficit accumulated during the development stage $ (1,349,156) $ (1,808,849)
Working capital deficiency $ (139,322) $ (124,791)
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT
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> 8
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with general 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 Standard 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. In June 1999, the FASB issued SFAS 137
to defer the effective date of SFAS 133 to fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not anticipate that the
adoption of the statement will have 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 of 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 adoption by the Company of SOP 98-5 had not affect on the
Company's financial statements for the period ended March 31, 2000.
INCOME/LOSS PER SHARE
Loss per share is based on the weighted average number of common shares
outstanding during the period. For the three months ended March 31, 2000
and 1999, the weighted average number of shares outstanding was 5,917,000
and 4,603,667.
Diluted earning per share consider the dilutive impact of conversion of
outstanding stock options and warrants as if events had occurred at the
beginning of the year.
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 amortized at a rate of 30% per year for all
computer equipment.
<PAGE> 9
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
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. CAPITAL ASSETS
<TABLE>
<CAPTION>
Accumulated Net Book Value
Cost Amortization 2000 1999
------------ -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Computer equipment $ 2,663 $ (527) $ 2,136 $ -
============ ============== =============== ===============
</TABLE>
5. INVESTMENT
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------- -----------------
<S> <C> <C>
Balance, beginning of period $ - $ 198,745
Shares exchanged to settle debt - (198,745)
---------------- -----------------
Balance, end of period $ - $ -
================ =================
</TABLE>
During fiscal 1999, 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.
6. LOAN PAYABLE
The loan payable is non-interest bearing and contains no terms of
repayment.
7. 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 fiscal 1999, the Company settled the note payable to Stmford 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.
<PAGE> 10
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
7. RECONCILIATION OF WEIGHTED AVERAGE AND FULLY DILUTED COMMON SHARES
<TABLE>
<CAPTION>
Three Month Three Month
Period Ended Period Ended
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
Weighted average number of common
shares used in basic EPS 5,917,000 4,603,667
Effect of dilutive securities
Warrants - -
------------ ------------
Weighted average number of common
shares and dilutive potential common
shares used in diluted EPS 5,917,000 4,603,667
============ ============
</TABLE>
8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
<TABLE>
<CAPTION>
March 31, March 31,
2,000 1,999
------------- ---------------
<S> <C> <C>
Cash paid during the period for:
Income taxes $ - $ -
Interest $ - $ -
</TABLE>
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 PARTING TRANSACTION
During the three month period ended March 31, 2000, the Company paid
consulting fees of $8,025 (1999 - $3,694) to a director and former
directors of the Company.
11. SUBSEQUENT EVENTS
On April 10, 2000, the Company granted a two-year extension to the expiry
date and agreed to reduce the exercise price of share purchase warrants to
current market value at a price of $0.30 per share. (Note 9).
<PAGE> 11
PART I
ITEM 2. MANAGEMENT DISCUSSION
AND ANALYSIS OF PLAN OF OPERATION
A. BUSINESS OPERATIONS
The Company has no current business.
Its business plan is to seek one or more profitable business combinations
or acquisitions to secure profitability for its shareholders, now that the
company became a fully reporting company on February 28, 2000 (with
deficiencies).
Subsequent event: On April 17, 2000 the company cleared comments.
1. PLAN OF OPERATIONS
Now that the status as a reporting company is secured and
compliant, management and its consultant will immediately try to
identify targets of interest. Management is confident that a
number of business opportunities will become available for
consideration and that a choice, beneficial to the company and
its shareholders, will be made within the next two business
quarters.
2. CASH REQUIREMENTS
The company is confident that it has the capacity to obtain, what
limited funding is required to evaluate possible acquisitions,
from its current shareholders or through advances by its
management/ consulting team, which could be repaid at a later
date by cash payment or by compensation in common stock. Any such
acquisition would likely be in the high-tech or the e-commerce
sector.
If the company identifies a business opportunity, an assessment
will have to be made whether to raise the necessary funding
through the issuance of common stock (private placement) or by
reverse acquisition. Depending on the financial requirement and
the quotability of the company's shares, a reverse acquisition
could and likely would result in some change of control. Any such
opportunity would only be acted upon after a shareholders meeting
would approve such transaction by vote.
3. RESULTS OF FIRST QUARTER OPERATION
During the first fiscal quarter ended March 31, 2000 the company
financed its expenditures of $60,023 ($60,196 less $173 of
amortization expenses listed, which do not effect cash flow =
$60,023) through loans from management/ consultants totaling
$32,000, from cash on hand totaling $3,333, by increasing its
accounts payable by $24,810, less $120 charged against prepaid
expenses (=$60,023). The loss of $60,023 compares favorably to
the $112,025 loss in the first quarter of 1999. Total deficit
accumulated during the development stage of the Company totaled
$1,348,356.
The loss during the first fiscal quarter ending March 31, 2000
was primarily due to the corporate maintenance cost such as
Accounting & Legal ($26,471) and management/consulting cost to
operate the company and the successful pursuit of its objective
to become a fully reporting company ($23,025).
<PAGE> 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes In Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions Of Matters To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
Thor Ventures Corp.
(Registrant) By: /s/ Nora Coccaro
-----------------------------
Nora Coccaro
President
Date: May 8, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THOR
VENTURES CORP., FIRST QUARTER 2000, UNAUDITED AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH (B)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,345
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,892
<PP&E> 2,663
<DEPRECIATION> (527)
<TOTAL-ASSETS> 4,028
<CURRENT-LIABILITIES> 141,214
<BONDS> 0
0
0
<COMMON> 59,170
<OTHER-SE> (196,356)
<TOTAL-LIABILITY-AND-EQUITY> 4,028
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 60,196
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (60,196)
<INCOME-TAX> 0
<INCOME-CONTINUING> (60,196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (60,196)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
