<PAGE> 1
FORM 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________to_____________
Commission file number 000-28731
THOR VENTURES CORP.
-----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Florida 98-0211356
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1818-1177 West Hastings Street, Vancouver, B.C. V6E 2K3
-------------------------------------------------------
(Address of principal executive offices)
604-602-1717
---------------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes X No
State number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,260,000
<PAGE> 2
PART 1
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
1. PLAN OF OPERATIONS
During the fiscal period ending September 30, 2000 the Company identified
an investment opportunity and is proceeding with a business acquisition. A
Letter of Intent was signed with "FORSOMEONESPECIAL LLC" ("FSS") a
Washington, USA corporation, which operates a "gift-supply and occasion
reminder service" on the internet domain "forsomeonespecial.com".
CASH REQUIREMENTS
As in previous fiscal periods, management feels confident that funds
required for its day to day business and the cost to investigate business
opportunities will be available from current shareholders or through
advances by its consultants. These advances can be repaid in cash or by
compensation in common stock. The business acquisition of FSS will not
require any cash, since the Letter of Intent contemplates the acquisition
of all of the issued and o/s shares of FSS for 40% of the issued and o/s
shares of Thor. The anticipated vend-in price will be 4,455,778 common
shares of Thor which will be restricted as per Rule 144 of the SEC.
Significant financial requirements of working capital, which might be
needed, would be raised through private placements and are subject to
shareholders approval.
2. RESULTS OF SECOND QUARTER OPERATION
During the second fiscal quarter ended September 30, 2000, the Company
financed its operating expenditures of $75,940 and a loan advance of
$75,000 in connection with a pending business acquisition agreement,
through demand loans from management/consultants ($100,000), reducing its
accounts payable ($26,858), increasing cash on hand ($5,642), reducing its
pre-paid expenses ($238), amortization of equipment ($173) and accrued
interest expenses ($129). As well, the Company issued common shares to
settle $82,900 of debt. The loss represents an increase of 49% over the
previous quarter, mainly due to increased consulting/travel expenses in
connection with the investigation of business opportunities.
Total deficit accumulated during the development stage of the Company
totaled $1,475,871.
The loss during the second quarter ending September 30, 2000 was primarily
due to corporate maintenance cost such as Accounting & Legal ($16,738),
Consulting costs with respect to general management and the investigation
of business opportunities ($34,675), office rent ($6,420) and Transfer
Agent and filing fees ($2,229).
<PAGE> 3
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes In Securities
The Company issued 343,000 share of its common stock
for services rendered and settled $72,900 of accounts
payable.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions Of Matters To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
Thor Ventures Corp.
(Registrant) By: /s/ Nora Coccaro
-----------------------------
Nora Coccaro
President
Date: November 6, 2000
<PAGE> 4
THOR VENTURES CORP.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<PAGE> 5
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 2000
(unaudited)
<TABLE>
<CAPTION>
2000 1999
---------------- --------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 6,573 $ 11,046
Loan Receivable (Note 4) 75,000 -
Prepaid expenses 2,997 -
---------------- --------------
84,570 11,046
CAPITAL ASSETS, net of accumulated amortization of $873 (1999 - Nil) 1,790 2,255
INVESTMENT (Note 5) - 3,500,000
---------------- --------------
$ 86,360 $ 3,513,301
================ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued $ 85,232 $ 42,067
liabilities
Loans payable (Note 6) 182,000 138,720
Interest payable 129 -
---------------- --------------
267,361 180,787
---------------- --------------
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
September 30, 1999 - 9,878,000 common shares with a par
value of $0.01
September 30, 2000 - 6,260,000 common shares with a par
value of $0.01 62,600 98,780
Additional paid-in capital 1,232,270 4,474,470
Deficit accumulated during the development stage (1,475,871) (1,240,736)
---------------- --------------
181,001) 3,332,514
---------------- --------------
$ 86,360 $ 3,513,301
================ ==============
</TABLE>
On behalf of the Board:
/s/ Nora Coccaro Director
------------------------------
The accompanying notes are an integral part of these financial statements
<PAGE> 6
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation on
September 12, Nine months Nine months
1989 to ended ended
September 30, September 30, September 30,
2000 2000 1999
------------------ --------------- ---------------
<S> <C> <C> <C>
EXPENSES
Accounting and legal fees $ 134,332 $ 58,023 $ 44,790
Bank and interest charges 55,515 1,401 296
Consulting fees 210,336 82,325 113,014
Management fees 16,179 - -
Office expense 22,878 5,825 13,231
Rental expense 38,751 19,260 13,071
Transfer agent and filing fees 5,842 4,658 1,000
Travel and accommodation 67,320 15,419 46,048
------------------ --------------- ---------------
(551,153) (186,911) (231,450)
OTHER ITEMS
Write-down of investment (1,568,149) - -
Equity loss in investment (44,107) - -
------------------ --------------- ---------------
(1,612,256) - -
------------------ --------------- ---------------
Loss before extraordinary item (2,163,409) (186,911) (231,450)
EXTRAORDINARY ITEM
Gain on settlement of debt (Note 7) 687,538 - 687,538
------------------ --------------- ---------------
INCOME (LOSS) FOR THE PERIOD $ (1,475,871) $ (186,911) $ 456,088
================== =============== ===============
Basic loss per share before extraordinary item $ (0.03) $ (0.03)
Extraordinary item - 0.10
--------------- ---------------
Basic loss per share $ (0.03) $ 0.07
=============== ===============
Diluted loss per share before extraordinary item $ (0.03) $ (0.03)
Extraordinary item - 0.10
--------------- ---------------
Diluted loss per share $ (0.03) $ 0.07
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 7
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------------------- Paid-in Development
Shares Amount Capital Stage Total
--------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995,
1996, and 1997 1,000,000 $ 10,000 $ (9,000) $ (1,000) $ -
Shares issued for 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
For exchange of all issued
shares of IWT Pharma Corp. 4,000,000 40,000 3,460,000 - 3,500,000
For finders fee 100,000 1,000 (1,000) - -
Shares issued for debt 73,000 730 72,270 - 73,000
Cancellation (4,100,000) (41,000) (3,459,000) - (3,500,000)
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)
Shares issued for services 100,000 1,000 9,000 10,000
Shares issued for debt 243,000 2,430 70,470 72,900
Loss for the period - - - (186,911) (186,911)
--------- ---------- ---------- ----------- ---------
Balance, September 30, 2000 6,260,000 $ 62,600 $1,232,270 $(1,475,871) $(181,001)
========= ========== ========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 8
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation on
September 12, Nine months Nine months
1989 to ended ended
September 30, September 30, September 30,
2000 2000 1999
--------------- ---------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (1,475,871) $ (186,911) $ 456,088
Items not involving an outlay of cash:
Amortization 873 519 -
Write-down of investment 1,568,149 - -
Equity loss on investment 44,107 - -
Gain on settlement of debt (687,538) - (687,538)
Changes in non-cash working capital items:
Increase in loan receivable (75,000) (75,000) -
Increase in prepaid expenses (2,997) (2,570) -
Increase in accounts payable and accrued liabilities 168,934 103,728 37,869
Increase in interest payable 53,650 129 -
Increase in loan payable 320,720 162,000 138,720
--------------- ---------- -----------
Net cash used in operating activities (84,973) 1,895 (54,861)
--------------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital asset (2,663) - (2,255)
--------------- ---------- -----------
Net cash used in investing activities (2,663) - (2,255)
--------------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Promissory note (49,791) - (49,791)
Issuance of common stock 144,000 - 118,000
--------------- ---------- -----------
Net cash provided by financing activities 94,209 - 68,209
--------------- ---------- -----------
CHANGE IN CASH (BANK INDEBTEDNESS) FOR THE PERIOD 6,573 1,895 11,093
CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD - 4,678 (47)
--------------- ---------- -----------
CASH (BANK INDEBTEDNESS), END OF PERIOD $ 6,573 $ 6,573 $ 11,046
=============== ========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ - $ -
Interest $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 9
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized on September 12, 1989, under the laws of the
State of Florida, as Thor Ventures Corp. The Company currently has no
operations and, in accordance with SFAS #7, is considered a
development stage company.
On August 2, 1991, the Company issued 1,000,000 shares of its $0.01
par value common stock for services received, in the amount of $1,000.
On April 29, 1998, the Company issued 3,525,000 shares of its $0.01
par value common stock at a price of $0.25 per share for payment of
debt in the amount of $856,250 and for cash in the amount of $25,000.
On March 26, 1999, the Company issued 1,180,000 shares of its $0.01
par value common stock at a price of $0.10 per share for cash in the
amount of $118,000.
On September 14, 1999, the Company issued 73,000 shares of its $0.01
par value common stock at a deemed value of $73,000 to settle a
portion of their accounts payable.
On October 26, 1999, the Company issued 139,000 shares of its $0.01
par value common stock at a deemed value of $138,720 to settle a loan
payable.
On May 15, 2000, the Company issued 100,000 shares of its $0.01 par
value common stock for services rendered during the period July
1st.through September 30, 2000 in the amount of $10,000.
On August 21, 2000, the Company issued 243,000 shares of its $0.01 par
value common stock at a deemed value of $72,900 to settle a portion of
their accounts payable.
2. GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.
It is management's plan to seek additional capital through a merger
with an existing operating company and through additional equity
financings.
<TABLE>
<CAPTION>
September 30, September 30,
2000 1999
--------------- --------------
<S> <C> <C>
Deficit accumulated during the development stage $ (1,475,871) $ (1,240,736)
Working capital $ (182,791) $ (169,741)
deficiency
</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.
<PAGE> 10
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the period. Actual results could differ from these estimates.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standard Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes
accounting and reporting standards for derivative instruments and for
hedging activities.
SFAS133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. In June 1999, the FASB issued SFAS 137 to defer the
effective date of SFAS 133 to fiscal quarters of fiscal years beginning
after June 15, 2000. The Company does not anticipate that the adoption
of the statement will have significant impact on its financial
statements.
REPORTING ON COSTS OF START-UP ACTIVITIES
In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 "Reporting of the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred.
SOP 98-5 is effective for fiscal years beginning after December 15, 1998
with initial adoption reported as the cumulative effect of a change in
accounting principle. The adoption by the Company of SOP 98-5 had not
affect on the Company's financial statements for the period ended
September 30, 2000.
INCOME/LOSS PER SHARE
Loss per share is based on the weighted average number of common shares
outstanding during the period. For the nine months ended September 30,
2000 and 1999, the weighted average number of shares outstanding was
6,004,091 and 7,023,930.
Diluted earning per share consider the dilutive impact of conversion of
outstanding stock options and warrants as if events had occurred at the
beginning of the year.
COMPARATIVE FIGURES
Certain comparative figures have been adjusted to conform to the current
period's presentation.
<PAGE> 11
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
4. LOAN RECEIVABLE
The Company advanced $75,000 during September, 2000 as loans while it
finalizes the terms of a business acquisition agreement. The terms of
these loans have yet to be determined.
5. INVESTMENT
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------- ------------
<S> <C> <C>
Balance, beginning of period $ - $ 198,745
Shares exchanged to settle debt - (198,745)
----------- ------------
Balance, end of period $ - $ -
=========== ============
</TABLE>
During fiscal 1999, the Company delivered all of its 6,555,250 common
shares of Job Industries Ltd. ("Job") in the amount of $198,745 to settle
a note payable to Stamford International Inc. ("Stamford") in the amount
of $832,762, plus interest payable in the amount of $53,521. As a result,
the Company incurred a gain on settlement of debt in the amount of
$687,538.
In fiscal 1999, 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 September 30,
1999, the agreement was cancelled and as a result, the 4,100,000 shares
previously issued were cancelled.
6. LOANS PAYABLE
Loans payable consist of two demand loans; a non-interest bearing loan in
the amount of $107,000, and promissory notes bearing interest at 9% per
annum for $75,000. All loans have no specific repayment terms and are
payable on demand.
<PAGE> 12
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
7. PROMISSORY NOTE
During fiscal 1998, the Company issued a promissory note to Stamford in
the amount of $882,553, bearing interest at 9% per annum.
During fiscal 1999, the Company settled the note payable to Stamford
plus accrued interest of $53,521 in consideration for $49,791 (Cdn
$75,000) and all of its investment in common shares of Job valued at
$198,745, which resulted in a gain on settlement of debt in the amount
of $687,538.
8. RECONCILIATION OF WEIGHTED AVERAGE AND FULLY DILUTED COMMON SHARES
<TABLE>
<CAPTION>
Nine Month Nine Month
Period Ended Period Ended
September 30, September 30,
2000 1999
-------------- -----------------
<S> <C> <C>
Weighted average number of common
shares used in basic EPS 6,004,091 7,023,930
Effect of dilutive securities -
Warrants - -
-------------- -----------------
Weighted average number of common
shares and dilutive potential
common shares used in diluted EPS 6,004,091 7,023,930
============== =================
</TABLE>
9. WARRANTS
The Company had 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. On April 10, 2000, the
Company granted a two-year extension to the expiry date and agreed to
reduce the exercise price of share purchase warrants to current market
value at a price of $0.30 per share.
10. RELATED PARTING TRANSACTION
During the nine month period ended September 30, 2000, the Company paid
consulting fees of $34,075 (1999 - $28,801) to a director and former
directors of the Company. The $10,000 of $34,075 was paid by issance of
100,000 common shares at $0.10 per share.
11. SUBSEQUENT EVENT
In October, 2000, the Company agreed to issue 150,000 common shares of
the Company as remuneration for services under a three-month consulting
agreement effective October 1, 2000. The shares will be issued on three
equal installment of 50,000 each , upon signing, on November 15, 2000
and on December 15, 2000.
