SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A2
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
THOR VENTURES CORP.
Florida 98-0211356
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
1177 West Hastings, Suite 1818, Vancouver British Columbia Canada V6E 2K3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 602-1717
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
CLASS-A COMMON VOTING EQUITY STOCK
5,917,000
April 10, 2000
The EXHIBIT INDEX is located at page 36 - of this Registration Statement
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PART I
Item 1. Business:
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". Our common stock is
presently quoted on the OTCBB. The requirements of the OTCBB are that the
financial statements and information about we be reported periodically to the
Commission and be and become information that the public can access easily. We
wish to report and provide disclosure voluntarily, and will file periodic
reports in the event that our obligation to file such reports is suspended under
the Exchange Act.
We 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,
our business plan 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 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 our present
condition. In the event of any proposed acquisition or combination, shareholders
will be asked to vote, at a meeting of shareholders, which will be called and
held at that time.
Our auditors have expressed the following in the Independent Auditor Report
for the financial statements of December 31, 1999: "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."
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ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. Thor Ventures Corp. was incorporated
in Florida on September 12, 1989. This 1934 Act registering company ("the
Registrant") will be commonly referred to as "We", "Us" and "Our", in normal
English.
Initially, we were founded and organized by Stanley Finberg. No shares were
issued before August 2, 1991. On that date Mr. Finberg resigned, without
interest in our company, first appointing Eric P. Littman, of the law offices of
Berley and Littman, as Sole Remaining Officer and Director. On that date, we
issued our founders shares.
FOUNDERS SHARES: On August 2, 1991, we 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 ISSUANCE'S: On April 29, 1998, we issued 3,525,000 shares of our
$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, we issued 1,180,000 shares of our $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 May 31, 1999, we 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 cancelled and the 4,100,000 shares were returned to us and
cancelled.
On September 14, 1999, we issued 73,000 shares of our $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, we issued 139,000 shares of our common stock to a
single sophisticated investor pursuant to Regulation D, Rule 506 in a private
placement for $139,000.
As a result of the foregoing, on this date we had 5,917,000 shares issued
and outstanding, among approximately 35 shareholders. Our transfer agent reports
that 408,500 shares are presently unrestricted, and 1,112,000 shares are
presently restricted securities.
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<TABLE>
<CAPTION>
<S> <C>
1- Section 4(2) 1,000,000
2-Rule 504 3,525,000
3-Rule 504 1,180,000
4-Rule Section 4(2) 4,100,000
5-Cancellation 4,100,000
6-Section 4(2) 73,000
7-Section 4(2) 139,000
Totals 5,917,000
=================== =========
</TABLE>
PREVIOUS ASSETS: During 1998, we purchased from Stamford Industries Inc.
(an unrelated company) 5,905,205 common shares of Job Industries Ltd. (also an
unrelated company), 1,880,000 purchase warrants of Job, and a license agreement
of Job's for $1,738,803. In consideration for this investment, we purchased
Stamford's debt to four creditors in the amount of $856,250, and we issued a
promissory note to Stamford in the amount of $882,533. The note bears interest
at 9% per annum and was payable on June 30, 1999. Our investment of 3,434,156
shares was pledged as collateral. We also exercised 650,000 of the share
purchase warrants at a price of $0.17 per share. The remaining 1,230,000 share
purchase warrants expired during the year. This information is for historical
purposes only. We acquired the shares for investment purposes and all of these
shares have since been sold to cover debts in connection with this transaction.
The results of certain settlements of these assets and obligations has occurred
and is disclosed as follows: (1) Thor paid (Cnd) $75,000.00 to Stamford; (2) On
that same day Thor sold the 6,555,250 shares of Job to a reported shareholder of
Job, Kyrgyzstan Gold Corporation (Ontario) for (Cnd) $25,000.00, which sum was
paid over to Stamford. Immediately following these transactions the
Thor-Job-Stamford investment was settled and of no further effect.
To date we have not succeeded in launching a successful operation. As a
result we will be engaged in a search for a profitable business opportunity, by
acquisition or combination, when and if our 1934 act registration is effective
in proper form, and our status on the OTCBB is secured.
As a practical matter, we are required to register our common stock
pursuant to Section 12(g) of the Securities Exchange Act of 1934, and to pursue
continued acceptance for quotation on the OTCBB if we are 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 our shareholders. All shares are owned and controlled independently by the
persons to whom they are issued. We have no Internet address.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
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(B) BUSINESS OF THE ISSUER. We have no current business. Our business plan is
to seek one or more profitable business combinations or acquisitions to secure
profitability for shareholders. We have no day to day operations at the present
time. Our officers and directors devote only insubstantial time and attention to
our affairs 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 we may have to wait longer, as a result, before consummating any
transactions to create profitability for our shareholders. For continued
quotation on the OTC Bulletin Board on or after April of 2000, Management has
determined that it must so qualify us by this 1934 Act Registration of our
common stock, as a class, pursuant to Section 12(g) of the Securities Act of
1934, before we can present ourselves as a viable competitor in the reverse
acquisition arena.
LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: We do not intend to
restrict our consideration to any particular business or industry segment, and
we may consider, among others, finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or high-technology. Of course, because of our limited resources,
the scope and number of suitable candidate business ventures available will be
limited accordingly, and most likely we will not be able to participate in more
than a single business venture. Accordingly, it is anticipated that we 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 us 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. We 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
we 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 we 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.
SEARCH DEFERRED. We have no plans to pursue our business plan before
securing our quotability on the OTCBB. It is foreseeable that we might begin to
search in the first half of 2000, and may or may not find a target within the
next twelve months. We have no plans to conduct an active search by advertising
or extensive travelling. We would expect to issue a press release advising the
public when and if our 1934 Act Registration is effective, and clear of
comments, and our status on the OTCBB secure and compliant.
PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While we do not intend to rule
out our consideration to any particular business or industry segment, Management
has determined to focus our 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.
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REPORTING UNDER THE 1934 ACT. Following the effectiveness, in proper form,
of this 1934 Act Registration of our common stock, 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.
TRANSACTIONS WITH MANAGEMENT. There is no present or foreseeable potential
that we 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. These policies of Management have not been the subject of any
formal adoption by shareholders or the Board of Directors and represent
Management's stated intentions. Since November 16, 1999, Ms. Coccaro has served
as Secretary (not a Director) of Healthbridge, Inc. (OTCBB-HLBR) and President
and Director of Net Master Consultants, Inc., both unrelated to us. There is no
possibility of any transactions between us and any other entity of which Ms.
Coccaro serves as an Officer or Director.
FINDERS FEE FOR MANAGEMENT. No finder's fees will be payable to Management
in connection with any forseeable reverse acquisition. No finders fees,
commissions or other bonuses to Management, Shareholders, 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. We have no consultants, other than our sole officer/director.
Although Ms. Coccaro is our management, she describes herself as a consultant
retained to serve as management in the search for a profitable business
combination.
LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during our present
development stage.
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DEPENDENCE ON MANAGEMENT. We are 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. We became a
candidate for reverse acquisition transactions only this past October. There is
no compelling reason why we should be preferred over other reverse-acquisition
public corporation candidates. We have no significant pool of cash we can offer
and no capital formation incentive for our selection. We have a limited
shareholder base insufficient for acquisition targets wishing to proceed for
application to NASDAQ. In comparison to other "public shell companies" we are
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, we have no basis on which to
quantify our impression. We are not presently engaged in an active search to
find a business partner, and we have 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, and skill there can be no
assurance that we will prove competitively attractive to the kinds of
transactions we might seek. 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, we would expect to maintain our corporate
status with the State of our incorporation, and would file our tax returns and
reports required to be filed with the Commission. We wish to report and provide
disclosure voluntarily, and will file periodic reports in the event that our
obligation to file such reports is suspended under the Exchange Act. If and when
7
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this 1934 Act Registration is effective and clear of comments by the staff, we
will be eligible for continued quotation on the OTCBB for the purchase and sale
of the shares of our common stock in brokerage transactions. In connection with
such continuation on the OTCBB, we would expect to comply with NASD regulations,
to the extent that any such regulations are applicable to the conduct of our
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. We have one
officer who serves for compensation.
(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have no computers or digital equipment of our own, nor suppliers or customers.
Accordingly, we have determined that we faced or will face no year 2000
compliance related issues other than those shared by the public in general.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION. We have no current business. Ours business plan is to
seek one or more profitable business combinations or acquisitions to secure
profitability for shareholders. We have no plans to pursue our business plan
before perfecting quotability on the OTCBB. It is foreseeable that we might
begin to search in the second half of 2000, and may or may not find a target
within the next twelve months. We would expect to issue a press release
advising the public when and if our 1934 Act Registration is effective, and
clear of comments, and our status on the OTCBB secure and compliant.
(1) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We would expect to
issue a press release advising the public when and if our 1934 Act Registration
is effective, and clear of comments, and our status on the OTCBB secure and
compliant. If and when that is accomplished, and if and when a target for
acquisition is identified, it is likely that management might travel in
connection with such a candidate it intends to select and with which it intends
to enter into a committed relationship.
(I) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE
MONTHS. We have no immediate or forseeable need for additional funding, from
sources outside of our circle of shareholders, during the next twelve months.
The expenses of our audit, legal and professional requirements, including
expenses in connection with this 1934 Act Registration of our common stock, have
been and continue to be advanced by our management. No significant cash or funds
are required for our Management to evaluate possible transactions. Management
believes that it will not be necessary for management to engage in costly search
procedures.
In the event, consistent with the expectation of management,
that no combination is made within the next twelve months, we 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 and clear of comments. 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. It is possible that any advances by
Management 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.
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We have no other sources of interim maintenance funding, by
Management, except for the possibility existing shareholders may elect to invest
or advance further. We are unable to raise funds by issuance of stock, absent
any assets or current business. We are unable to obtain commercial or
institutional debt financing. No formal agreement for such internal advances is
in place. Should management and/or shareholders not make such advances as are
necessary, we might well fail to maintain our corporate franchise, and might be
unable to comply with current audit requirements, and might cease to be in
compliance with our reporting requirements, and, if listed, might be de-listed,
from tradability on the OTCBB.
The following language is found in Note 1 of the financial statement as of
December 31, 1999, 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."
After some unsuccessful efforts to launch operations, the original
business plan was abandoned on or about November 30, 1999. We have no present
business or business plan other than to seek a profitable business combination,
most likely in a reverse acquisition or similar transaction. Accordingly, our
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders. We will be concentrating on selecting a
business combination candidate, when our 1934 Act Registration is effective and
clear of comments. 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 us in our present condition, without
businesses, revenues, or income producing assets.
It is virtually impossible that we can attract capital before we identify
an acquisition target. It is likely that we can attract capital when we have
done so, based upon the attractiveness of businesses and assets to be acquired.
After such an acquisition our corporate personality would become the personality
of the businesses we might acquire, such that investors then would evaluate that
business and not our pre-acquisition condition.
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though we may cease to be required to do so.
It is in our compelling interest to report our affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain our
qualification for the OTCBB, if and when our intended application for submission
be effective.
(II) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
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(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. We have
not succeeded in launching operations during the past two fiscal years. We have
had no revenues during these periods. We have incurred some expenses during
these periods. Our expenses increased in 1999 due to services fees, paid for
various specific services, but significant in the aggregate. The results of
these operations are an increase in our accumulated deficit, and the preparation
of this 1934 Registration. We have made no progress in any search for a business
combination.
(II) FUTURE PROSPECTS. We are unable to predict when we may
participate in a business opportunity. The reason for this uncertainty arises
from our limited resources, and competitive disadvantages with respect to other
public or semi-public issuers. Notwithstanding the foregoing cautionary
statements, assuming the continuation of current conditions, we 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. We cannot attract a partner before we can perfect the continued
quotation of our 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 we would likely
acquire businesses and assets for stock in an amount that would effectively
transfer control of our corporation to the acquisition target company or
ownership group. It is called a reverse-acquisition because it would be an
acquisition by us in form, but would be an acquisition of us in substance.
Capital formation issues for the future would arise only when targeted business
or assets have been identified. Until such time, we have no basis upon which to
propose any substantial infusion of capital from sources outside of our circle
of affiliates. Current law and regulation severely limits the ability of a
corporation with no operating business from seeking investment from the public.
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 the
post-acquisition company 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 our corporation now, without
revenues or substantial assets, in its pre-acquisition condition.
We have not identified any acquisition target and cannot project what the
intentions of such an unidentified target might be, for engaging in a reverse
acquisition. We can evaluate what be believe are the general advantages and
disadvantages for such a target, in considering a reverse acquisition. First, a
reverse acquisition does not register any shares of stock for sale or for
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resale. It is not a substitute for a 1933 Act Registration of shares for sale or
resale. Shares which may be issued by us, in connection with such an acquisition
would be restricted securities and would not be freely tradeable except in
compliance with the holding periods and other provisions of Rule 144. We believe
that the advantage to such a target company, in choosing a reverse acquisition
with a public company would be our quotability, so that a market price for its
shares might be determinable, and so that when, after such an acquisition, the
new resulting company may engage in capital formation, its prospective investors
might obtain market quotes to assist them in making investment decisions. The
advantage to a reverse acquisition candidate combining with a registered
Exchange Act company is that the candidate, most likely an unregistered Exchange
Act company, would be able to avoid waiting for approval of its own Form 10-SB
before obtaining quotability.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no property. We enjoy the non-exclusive use of our
officer/consultant. This arrangement is informal and undocumented.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best our knowledge
and belief the following disclosure presents the total security ownership of all
persons, entities and groups, known to or discoverable by us, to be the
beneficial owner or owners of more than five percent of any voting class of our
stock. These following 5% or more shareholders are unrelated to Management or to
our sole officer/consultant. Neither management, nor any affiliate of
management, or 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 our management/consultant.
The Remainder of this Page is Intentionally left blank
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<TABLE>
<CAPTION>
<S> <C> <C>
5% Owners # Shares % of Total
Jeffrey Webb (1) 900,000 15.21
618-668 W. Hastings Street
Vancouver BC Canada V6B 1P1
Total Issued and Outstanding 5,917,000 100.00
============================= ========= ==========
</TABLE>
(1) Mr. Webb is our former officer and principal shareholder.
(2) This information is current as of March 30, 2000.
The Remainder of this Page is Intentionally left blank
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(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of our 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, known to or discoverable by us.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Shares
Owned
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
Total Shares Issued and Outstanding 5,917,000 100.00
====================================== ========= =======
</TABLE>
(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. These shares are
issuable when and if a an acquisition is made that is satisfactory to
shareholders, as expressed by an affirmative vote at a meeting of shareholders
duly called with notice.
(C) CHANGES IN CONTROL. There are no arrangements known to us, including any
pledge by any persons, of securities of us, 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 we would likely
acquire businesses and assets for stock in an amount that would effectively
transfer control of our corporation to the acquisition target company or
ownership group. It is called a reverse-acquisition because it would be an
acquisition by us in form, but would be an acquisition of us in substance.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following person is our sole Officer/Director, to serve until her
successor(s) might be elected or appointed, or until the next meeting of
shareholders, whichever happens first. We are not required to hold an annual
shareholders meeting and do not have the resources to do so, in our present
condition. 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. At that time, shareholders will be asked to vote on any proposal by
management to acquire business or assets.
Nora Coccaro (age 43) is the sole Director and President. 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. She was Venezuelan Operations Manager of
13
<PAGE>
Ourominas Minerals Inc. from 1995 until 1997. In 1996 and 1997, she was retained
by Homestake Mining as a 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).
Management devotes an insubstantial amount of time to our affairs.
On April 10, 1998, Eric P. Littman, sole director, appointed Jeffrey Webb,
as succeeding sole director, and resigned. On June 7, 1998, Mr. Webb appointed
Kelvin B. Landstrom as an additional director. On June 19, 1998, Mr. Webb and
Mr. Landstrom appointed Nora Coccaro as succeeding sole director, and the two
gentlemen resigned. Ms. Coccaro describes herself as consultant appointed to
take charge of the management of our corporation for the benefit of
shareholders. She reports that she is independent of any particular shareholder
or shareholder group, and acts as fiduciary for the benefit of all shareholders,
to take such reasonable lawful steps to achieve profitability for shareholders
generally.
There are no other known promoters of the affairs of our corporation.
Since November 16, 1999, Ms. Coccaro has served as Secretary (not a
Director) of Healthbridge, Inc. (OTCBB-HLBR) and President and Director of Net
Master Consultants, Inc., both unrelated to us. There is no possibility of any
transactions between us and any other entity of which Ms. Coccaro serves as an
officer or director.
ITEM 6. EXECUTIVE COMPENSATION.
Nora Coccaro is compensated by us at a rate of $30,000 per year. 100,000
shares have been authorized for her, but have not been issued. These shares are
issuable when and if a an acquisition is made that is satisfactory to
shareholders, as expressed by an affirmative vote at a meeting of shareholders
duly called with notice.
SUMMARY COMPENSATION TABLE. the disclosure of Executive compensation is now
provided in the tabular form required by the Securities and Exchange Commission,
pursuant to Regulation ' 228.402.
The Remainder of this Page is Intentionally left Blank
14
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation Annual Compensation
Awards Payouts
a b c d e f g h
Securi-ties
Other Restric-ted Under-
Name Annual Stock lying
and Compen-sation ($) Awards Options LTIP
Principal Salary Bonus ($) SARs (#) Payouts
Position Year ($) ($) ($)
2000 30,000 0 0 (f)(1) (g)(1) 0)
Nora Coccaro
CEO (1)
1999 15,000 0 0 (f)(2) (f)(2) 0
1998 0 0 0 0 0 0
==== ==================== ======================= ================= ============ ============ ========
<S> <C>
a i
All Other
Name Compen-sation
and ($)
Principal
Position
0
Nora Coccaro
CEO (1)
0
0
==============
</TABLE>
NOTES TO TABLE:
(1) Ms. Coccaro receives $2,500 per month or $30,000 per year. Her retainer
began on July 1, 1999, and she received $15,000 for 1999.
(f)(1)(2)/(g)(1)(2) Ms. Coccaro is to receive 100,000 restricted shares if
and when an acquisition satisfactory to shareholders, as expressed by their
approval at a regular meeting of all shareholder. No monetary value is presently
known for the value of these 100,000 shares when and if issued. These are the
same 100,000 shares, although shown in both years.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the year 1998, we 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 our former directors. On April 10, 1998,
Eric P. Littman, sole director, appointed Jeffrey Webb, as succeeding sole
director, and resigned. On June 7, 1998, Mr. Webb appointed Kelvin B. Landstrom
as an additional director. On June 19, 1998, Mr. Webb and Mr. Landstrom
appointed Nora Coccaro as succeeding sole director, and the two gentlemen
resigned. Ms. Coccaro describes herself as consultant appointed to take charge
of the management of our corporation for the benefit of shareholders. She
reports that she is independent of any particular shareholder or shareholder
group, and acts as fiduciary for the benefit of all shareholders, to take such
reasonable lawful steps to achieve profitability for shareholders generally. Of
this $28,801, paid in 1999, $15,000 was paid to our current Officer/Consultant
Ms. Coccaro. These items of compensation are believed to be normal and
necessary, and on terms no less favorable to us, than equivalent services
acquired from an unrelated third party.
15
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES.
-----------------------------------
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. We are 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.
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 our corporation. Preemptive
rights, if they existed, would be the right of a shareholder, like a right of
first refusal, to purchase additional shares out of any further issuance's by
us. No such rights exist. 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 our
securities in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to Section 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
us 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 us 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
Section 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.
16
<PAGE>
It is the view of the Securities and Exchange Commission that, both
before an after a business combination of transaction with an operating entity
or other person, the promoters and affiliates of blank check companies, as well
as their transferees, are "underwriters" of the securities issued. Accordingly,
affiliates can only resell their shares of common stock through registration
under the Securities Act.
Section 4(1) of the Securities Act exempts transactions not involving
issuers, underwriters, or dealers. The availability of the exemption depends
upon the facts and circumstances of each particular situation. Nonetheless,
transactions in blank check company securities by their promoters or affiliates
are not the kind of ordinary trading transactions between individual investors
of securities already issued that Section 4(1) was designed to exempt.
OPTIONS AND DERIVATIVE SECURITIES. We have no outstanding options or
derivative securities. 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; except as follows. There are no convertible or exchangeable
securities, warrants or options, except for warrants to acquire 1,762,500 shares
of common stock at $1.00 per share, which warrants expire April 14, 2000. It is
highly unlikely that any of these warrants would be issued at that price before
they expire.
RISKS OF "PENNY STOCK." Our 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 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
broker5dealers 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 our 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 broker1dealer 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
17
<PAGE>
broker1dealer 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 our common stock to resell their shares to third
parties or to otherwise dispose of them.
The Remainder of this Page is Intentionally left Blank
18
<PAGE>
PART II
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. Our Common Stock 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>
<S> <C> <C> <C> <C> <C>
period high bid low bid period high bid low bid
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 4th 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 our
common stock.
(C) DIVIDENDS. No cash dividends have been paid by us on our 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 our corporation, and
the designation of new management. Our financial statements would become largely
unreflective of our then condition 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 our corporation. In connection with the
solicitation of shareholder approval, whether or not proxies are solicited, we
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.
19
<PAGE>
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative,
pending, threatened or anticipated involving or affecting us.
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 our financial statements.
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 warrants to acquire 1,762,500 shares of common stock at
$1.00 per share, which warrants expire April 14, 2000.
The Remainder of this Page is Intentionally left Blank
20
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date Title Exemption Price
April 29, 1998 Common Stock Rule 504 $ 0.25
- --------------------------------------------------------------- ------------ --------- ------
Purchased by a group of sophisticated investors with pre-existing relationships to management.
===============================================================================================
<S> <C> <C>
Date Amount Consideration
April 29, 1998 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>
<S> <C> <C> <C> <C> <C>
Date Title Exemption Price Amount Consideration
March 26, 1999 Common Stock Rule 504 $ 0.10 1,180,000 shares $ 118,000 cash
- ---------------------------------------------- ------------ --------- ------ ---------------- --------------
Purchased by a group of accredited investors.
=================================================================================================================
</TABLE>
On May 31, 1999, we issued 4,000,000 restricted common shares in
reliance upon the exemption provided by Section 4(2) of the Securities Act 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 cancelled and the 4,100,000 shares were returned to us and
cancelled.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Date Title Exemption Price Amount Consideration
Sept. 14, 1999 Common Stock '4(2) $ 1.00 73,000 shares $ 73,000 (1)
- -------------------------------- ------------ ---------- ------ ------------- ---------------
(1) To settle Accounts Payable.
==================================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Date Title Exemption Price Amount Consideration
Oct. 28, 1999 Common Stock '4(2) $ 1.00 139,000 shares $ 138,720 (2)
- -------------------- ------------ ---------- ------ -------------- ---------------
(2) To settle debt.
======================================================================================
</TABLE>
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.
21
<PAGE>
PART F/S
AUDITED FINANCIAL STATEMENTS: for the years ended December 31, 1999
and 1998 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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
22
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
OF
THOR VENTURES CORP
FOR DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
23
<PAGE>
THOR VENTURES CORP.
FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 1999
24
<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
December 31, 1999 and 1998 and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998 and the period from incorporation on September 12, 1989 to December 31,
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
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 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
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the years ended December 31, 1999 and 1998 and the period from incorporation
on September 12, 1989 to December 31, 1999 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.
_________/s/_______
"DAVIDSON & COMPANY"
Vancouver, Canada Chartered Accountants
February 16, 2000
25
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEETS
AS AT DECEMBER 31
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
-------------------------------------------- ------------
ASSETS
CURRENT
Cash $ 4,678 $ -
Prepaid expenses 427 -
-------------------------------------------- ------------
5,105 -
CAPITAL ASSETS (Note 4) 2,308 -
INVESTMENT (Note 5) - 198,745
-------------------------------------------- ------------
$ 7,413 $ 198,745
============================================ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Bank indebtedness $ - $ 47
Accounts payable and accrued liabilities 64,403 77,198
Loan payable (Note 6) 20,000 -
Interest payable - 53,521
-------------------------------------------- ------------
84,403 130,766
PROMISSORY NOTE (Note 7) - 882,553
-------------------------------------------- ------------
84,403 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
December 31, 1999 - 5,917,000 common shares with a par value of $0.01 59,170 45,250
Additional paid-in capital 1,152,800 837,000
Deficit accumulated during the development stage (1,288,960) (1,696,824)
-------------------------------------------- ------------
(76,990) (814,574)
-------------------------------------------- ------------
$ 7,413 $ 198,745
============================================ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative
Amounts from
Incorporation
on
September 12,
1989 to Year Ended Year Ended
December 31, December 31, December 31,
1999 1999 1998
--------------- -------------- --------------
EXPENSES
Accounting and legal fees $ 76,309 $ 62,488 $ 13,821
Bank and interest charges 54,114 546 53,568
Consulting fees 128,011 128,011 -
Management fees 16,179 - 16,179
Office expense 17,053 16,053 -
Rental expense 19,491 19,491 -
Transfer agent and filing fees 1,184 1,184 -
Travel and accommodation 51,901 51,901 -
--------------- -------------- --------------
(364,242) (279,674) (83,568)
--------------- -------------- --------------
OTHER ITEMS
Write-down of investment (Note 5) (1,568,149) - (1,568,149)
Equity loss in investment (Note 5) (44,107) - (44,107)
--------------- -------------- --------------
(1,612,256) - (1,612,256)
--------------- -------------- --------------
Loss before extraordinary item (1,976,498) (279,674) (1,695,824)
EXTRAORDINARY ITEM
Gain on settlement of debt (Note 7) 687,538 687,538 -
--------------- -------------- --------------
INCOME (LOSS) FOR THE YEAR $ (1,288,960) $ 407,864 $ (1,695,824)
============================================================ =============== ============== ==============
BASIC LOSS PER SHARE BEFORE EXTRAORDINARY ITEM $ (0.05) $ (0.50)
EXTRAORDINARY ITEM 0.13 -
-------------- --------------
BASIC EARNINGS (LOSS) PER SHARE $ 0.08 $ (0.50)
============================================================ ============== ==============
DILUTED EARNINGS (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM $ (0.05) $ (0.50)
EXTRAORDINARY ITEM 0.13 -
-------------- --------------
DILUTED EARNINGS (LOSS) PER SHARE $ 0.08 $ (0.50)
============================================================ ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
------------ ----------- ------------- ------------ ------------
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)
================================= ============ =========== ============= ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative
Amounts from
Incorporation
on
September 12,
1989 to Year Ended Year Ended
December 31, December 31, December 31,
1999 1999 1998
--------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) for the year $ (1,288,960) $ 407,864 $ (1,695,824)
Items not involving an outlay of cash:
Amortization 354 354 -
Write-down of investment 1,568,149 - 1,568,149
Equity loss on investment 44,107 - 44,107
Gain on settlement of debt (687,538) (687,538) -
Changes in non-cash working capital items:
Increase in prepaid expenses (427) (427) -
Increase in accounts payable and accrued liabilities 65,206 60,206 5,000
Increase in interest payable 53,521 - 53,521
Increase in loan payable 158,720 158,720 -
--------------- -------------- --------------
Net cash used in operating activities (86,868) (60,821) (25,047)
--------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of capital asset (2,663) (2,663) -
--------------- -------------- --------------
Net cash used in investing activity (2,663) (2,663) -
--------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Promissory note (49,791) (49,791) -
Issuance of common stock 144,000 118,000 25,000
--------------- -------------- --------------
Net cash provided by financing activities 94,209 68,209 25,000
--------------- -------------- --------------
CHANGE IN CASH (BANK INDEBTEDNESS) FOR THE YEAR 4,678 4,725 (47)
CASH (BANK INDEBTEDNESS), BEGINNING OF YEAR - (47) -
--------------- -------------- --------------
CASH (BANK INDEBTEDNESS), END OF YEAR $ 4,678 $ 4,678 $ (47)
==================================================== =============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 9)
The accompanying notes are an integral part of these financial statements.
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 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 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 it's $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>
<S> <C> <C>
December 31, December 31,
1999 1998
-------------- --------------
Deficit accumulated during the development stage $ (1,288,960) $ (1,696,824)
Working capital deficiency (79,298) (130,766)
================================================ ============== ==============
</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.
30
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 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.
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 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 adoption by the
Company of SOP 98-5 had no affect on the Company's financial statements for the
year ended December 31, 1999.
INCOME/LOSS PER SHARE
Loss per share is based on the weighted average number of common shares
outstanding during the year. For the years ended December 31, 1999 and 1998,
the weighted average number of shares outstanding was 5,476,939 and 3,366,164.
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.
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.
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.
31
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
4. CAPITAL ASSETS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Accumulated Net Book Value
---------------
Cost Amortization 1999 1998
------ ------------- --------------- -----
Computer equipment $2,662 $ 354 $ 2,308 $ -
================== ====== ============= =============== =====
</TABLE>
5. INVESTMENT
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, December 31,
1999 1998
-------------- --------------
Balance, beginning of period $ 198,745 $ -
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)
Shares exchanged to settle debt (198,745) -
-------------- --------------
Balance, end of year $ - $ 198,745
=================================== ============== ==============
</TABLE>
a) During fiscal 1998, 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 investments, the Company assumed
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 7).
The Company's investment represented a 36% equity interest in Job, and
as a result was accounted for using the equity method. Subsequent to the
acquisition of the Job shares, the market value of these shares decreased
significantly, and the Company wrote down the investment to the investments fair
market value based on its last quoted trading price on December 31. 1998.
During fiscal 1999, the Company delivered all of its 6,555,250 common
shares of Job Industries Ltd. ("Job") of $198,745 and paid $49,791 to settle the
note payable to Stamford in the amount of $882,553, 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.
b) During the year, the Company entered into an agreement to acquire
all of the issued and outstanding shares of IWT Pharma Corporation, by issuing a
total of 4,100,000 of its common shares. Subsequent to issuing the shares, the
agreement was cancelled and as a result, the Company cancelled the 4,100,000
shares previously issued.
6. LOAN PAYABLE
The loan payable of $20,000 is non-interest bearing and contains no terms
of repayment.
32
<PAGE>
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
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 the period, the Company settled the note payable to Stamford plus
accrued interest of $53,521 in consideration of a cash payment of $49,791 and
all of its investment in common shares of Job with a carrying value of $198,745,
which resulted in a gain on settlement of debt in the amount of $687,538.
8. RECONCILIATION OF WEIGHTED AVERAGE AND DILUTED COMMON SHARES
<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended Year Ended
December 31, December 31,
1999 1998
------------ ------------
Weighted average number of common shares used in basic EPS 5,476,939 3,366,164
Effect of dilutive securities
Warrants - -
------------ ------------
Weighted average number of common shares and dilutive potential
common shares used in diluted EPS 5,476,939 3,366,164
=============================================================== ============ ============
</TABLE>
9. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, December 31,
1999 1998
------------- -------------
Cash paid during the period for:
Income taxes $ - $ -
Interest - -
================================ ============= =============
</TABLE>
The following non-cash transactions occurred during the year ended December
31, 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 carrying value of $198,746.
b) The Company issued 73,000 shares of common stock at a deemed value
of $73,000 to settle accounts payable in the amount of $73,000.
33
<PAGE>
c) The Company issued 139,000 shares of common stock at a deemed value
of $138,720 to settle a loan payable in the amount of $138,720.
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
9. 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 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 3,500,000 shares at a deemed value of $856,250 in
exchange for a settlement of debt.
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.
10. DEFERRED INCOME TAXES
The Company's total deferred tax asset is comprised as follows:
Tax benefit relating to net operating loss carryforward $438,246
Valuation allowance (438,246)
--------
$ -
= =
The Company has a net operating loss carryforward of approximately
$1,288,960 which expires between the years 2002 and 2006. The Company provided
a full valuation allowance on the deferred tax asset because of the uncertainty
regarding reliability.
11. 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.
12. RELATED PARTY TRANSACTION
During the year ended December 31, 1999, the Company paid management fees
of $Nil (1998 - $16,179) to a director and former directors of the Company.
During the year ended December 31, 1999, the Company paid consulting fees
of $36,826 (1998 - $Nil) to a director and former directors of the Company.
February 16, 2000
THOR VENTURES CORP.
1818 - 1177 West Hastings Street
Vancouver, BC
V6C 2K3
RE: FORM 10-SB
Dear Sirs:
We refer to the Form 10-SB Registration Statement of Thor Ventures Corp. (the
"Company") filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended.
We conducted an audit of the Company's financial statements for the year ended
December 31, 1999 and have provided an audit report dated February 16, 2000 in
connection with the preparation of the Form 10-SB. We hereby consent to the
filing of our audit report as part of the aforementioned registration Statement.
______/s/__________
"DAVIDSON & COMPANY"
Vancouver, Canada Chartered Accountants
THOR VENTURES CORP.
SEC COMMENT LETTER
FEBRUARY 4, 2000
ITEM 33
As per the Company's discussion with Mr. Barry Stern, we have been advised that
the Company will be able to retain the services of Davidson & Company Chartered
Accountants as the Company's auditors for its fiscal year ended December 31,
1999.
ITEM 34
The Company has updated its filing to include its December 31, 1999 financial
statements which only make reference to diluted earnings per share.
ITEM 35
The Company has amended note 2 to the December 31, 1999 financial statements to
remove its accounting policy for investments accounted for by the cost method
and for investments where control is temporary.
ITEM 36
Please see note 4 to the December 31, 1999 financial statements for the amended
disclosure concerning the Company's investment.
During fiscal 1998 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 6).
The Company's investment represented a 36% equity interest in Job, and as a
result was accounted for using the equity method. Subsequent to the acquisition
of the Job shares, the market value of these shares decreased significantly in
what the Company considered to be a permanent decline in market value. As a
result, the Company wrote down the investment to the investments fair market
value based on its last quoted trading price on December 31, 1998.
ITEM 37
The Company has updated its filing to include its December 31, 1999 financial
statements in which its disclosure in the Statement of Changes in Stockholders
Equity complies fully with paragraph 11 of SFAS 7.
Page 2
ITEM 38
Please see note 8 to the December 31, 1999 financial statements for supplemental
support concerning non-cash issuance's.
ITEM 39
Please see note 4(b) for the disclosure concerning the reversal of the issuance
of 4,100,000 for the acquisition of IWT Pharma Corp.
ITEM 40
ITEM 41
The Company has updated its filing to include its December 31, 1999 audited
financial statements. Please see the auditors report to the December 31, 1999
financial statements for the suggested disclosure concerning United States GAAP
and GAAS.
ITEM 42
The Company has updated its filing to include its December 31, 1999 audited
financial statements. Please see the auditors report to the December 31, 1999
financial statement for amended disclosure concerning the periods reported on.
ITEM 43
Please find enclosed, a letter from Davidson & Company asserting their knowledge
of the inclusion of their unqualified audit opinion dated February 16, 2000 and
the financial statements which accompany them in the Company's Form 10-SB.
ITEM 44
Please see the Company's amended Statement of cash flows in the December 31,
1999 audited financial statements.
ITEM 45
The Company has updated its filing to include its December 31, 1999 audited
financial statements. Please see the balance sheet to the December 31, 1999
financial statements which has been amended to give no accounting recognition to
the acquisition of IWT Pharma Corp. The transaction has been given no accounting
recognition, as the acquisition was never completed.
34
<PAGE>
ITEM 46
As the Company has updated its filing to include its December 31, 1999 audited
financial statements, which give no accounting treatment to the acquisition of
IWT Pharma Corp. due to the in completion of the transaction, the information
requested is no longer applicable.
ITEM 47
As the acquisition of IWT was not completed the Company has not provided a pro
forma column to disclose the reversal of the acquisition.
ITEM 48
Please see note 3 to the December 31, 1999 financial statements for the
disclosure that the adoption by the Company of SOP 98-5 had no affect on its
financial statements for the period ended December 31, 1999.
ITEM 49
During fiscal 1998 the Company purchased from Stanford International Inc.
5,905,250 common shares of Job Industries Ltd. and 1,880,000 share purchase
warrants for $1,738,803. In consideration for this investment 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. During fiscal 1998 the
Company exercised 650,000 warrants at a price of $0.17 per warrant. The
remaining warrants expired during the year. During fiscal 1998 the Company
repaid the debt to the four creditors in the amount of $856,250 by issuing
3,425,000 of its common shares.
During fiscal 1998 the Company determined that its investment in the Job
Industries Ltd. shares had a permanent impairment in value, and as a result,
wrote down its investment by $1,568,149.
During fiscal 1999, the Company entered into negotiations with Stamford
concerning its acquisition of the Job shares and possible misrepresentations
from Stamford concerning the value of these shares. As a result the Company and
Stamford reached an agreement during the year, whereby the Company would satisfy
its debt obligation to Stamford in the amount of $882,553 by selling to Stamford
its investment in 6,555,250 Job Industries shares and the payment of CDN$75,000
(US$49,791).
The fair value of the 6,555,250 Job Industries Ltd. at the time of the sale to
Stamford, was approximately US$100,000 based on a quoted market value of
CDN$0.03 per share.
35
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Table Category / Description of Exhibit Page Number
Table
#
- ---------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- ---------------------------------------------------------
2.1 Articles of Incorporation 38
2.2 By-Laws 43
=========================================================================================
</TABLE>
36
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, we caused this
report to signed on our behalf by the undersigned, thereunto authorized.
THOR VENTURES CORP.
by
__________/s/__________
Nora Coccaro
Sole Director and President
37
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION
THOR VENTURES CORP.
FILED SEPTEMBER 12, 1989
- --------------------------------------------------------------------------------
38
<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.
39
<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.
40
<PAGE>
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 corporations 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.
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
41
<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 Berlin 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, Secretary
42
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.2
BYLAWS
- --------------------------------------------------------------------------------
43
<PAGE>
BYLAWS
OF
THOR VENTURES CORP.
(A FLORIDA CORPORATION)
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
44
<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
45
<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
46
<PAGE>
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.
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Section 6. Business and Nominationsfor Annual and Special Meetings.
Business 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
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 person without the transfer thereof
into his name. 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. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-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
attorney-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 11 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. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of the 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 written demand to inspect the shareholders' list
(subject 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 attorney of such shareholder is entitled to inspect
the list at any time during 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 Florida 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. For the 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 order
to 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, or judge or judges, 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
or judge or judges, 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 Meeting. 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. Committees. 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 by 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 by the Board of Directors, shall, in the
absence or disability 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 President
may from time to time delegate. Executive Vice Presidents shall be senior to
Senior 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 monitor the 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
render to the Chairman of the Board and the Board of Director's at its regular
meetings or when 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 uncertified 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 uncertified 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 fairy summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. 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 acquring 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.
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AMENDMENT OF BYLAWS
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