<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 June 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 of (IRS Employer Identification No.)
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: 6,017,000
<PAGE> 2
THOR VENTURES CORP.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2000
<PAGE> 3
THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2000
(unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 931 $ 7,498
Prepaid expenses 3,235 10,000
----------- -----------
4,166 17,498
CAPITAL ASSETS (Note 4) 1,963 2,255
INVESTMENT (Note 5) -- 198,745
----------- -----------
$ 6,129 $ 218,498
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 112,090 $ 109,207
Loan payable (Note 6) 82,000 30,000
Interest payable -- 53,521
----------- -----------
194,090 192,728
PROMISSORY NOTE (Note 7) -- 882,553
----------- -----------
194,090 1,075,281
----------- -----------
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
June 30, 1999 - 5,705,000 common shares with a par value of $0.01
June 30, 2000 - 5,917,000 common shares with a par value of $0.01 59,170 57,050
Additional paid-in capital 1,152,800 943,200
Deficit accumulated during the development stage (1,399,931) (1,857,033)
----------- -----------
(187,961) (856,783)
----------- -----------
$ 6,129 $ 218,498
=========== ===========
</TABLE>
On behalf of the Board:
Director
-------------------------------------
The accompanying notes are an integral part of these financial statements
<PAGE> 4
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation
on
September 12, Six months Six months
1989 to ended ended
June 30, June 30, June 30,
2000 2000 1999
------------- ----------- -----------
<S> <C> <C> <C>
EXPENSES
Accounting and legal fees $ 117,594 $ 41,285 $ 34,672
Bank and interest charges 54,836 722 185
Consulting fees 175,661 47,650 68,014
Management fees 16,179 -- --
Office expense 20,733 3,680 3,966
Rental expense 32,331 12,840 7,774
Transfer agent and filing fees 3,613 2,429 736
Travel and accommodation 54,266 2,365 44,862
----------- ----------- -----------
(475,213) (110,971) (160,209)
OTHER ITEMS
Write-down of investment (1,568,149) -- --
Equity loss in investment (44,107) -- --
----------- ----------- -----------
(1,612,256) -- --
----------- ----------- -----------
Loss before extraordinary item (2,087,469) (110,971) (160,209)
EXTRAORDINARY ITEM
Gain on settlement of debt (Note 7) 687,538 -- --
----------- ----------- -----------
LOSS FOR THE PERIOD $(1,399,931) $ (110,971) $ (160,209)
=========== =========== ===========
Basic loss per share before extraordinary item $ (0.02) $ (0.03)
Extraordinary item -- --
----------- -----------
Basic loss per share $ (0.02) $ (0.03)
=========== ===========
Diluted loss per share before extraordinary item $ (0.02) $ (0.03)
----------- -----------
Extraordinary item -- --
----------- -----------
Diluted loss per share $ (0.02) $ (0.03)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 5
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
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
Shares issued for debt 73,000 730 72,270 -- 73,000
Shares issued for debt 139,000 1,390 137,330 -- 138,720
Income for the year -- -- -- 407,864 407,864
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 5,917,000 59,170 1,152,800 (1,288,960) (76,990)
Loss for the period -- -- -- (110,971) (110,971)
----------- ----------- ----------- ----------- -----------
Balance, June 30, 2000 5,917,000 $ 59,170 $ 1,152,800 $(1,399,931) $ (187,961)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 6
THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Cumulative
Amounts from
Incorporation
on
September 12, Six months Six months
1989 to ended ended
June 30, June 30, June 30,
2000 2000 1999
------------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(1,399,931) $ (110,971) $ (160,209)
Items not involving an outlay of cash:
Amortization 700 346 --
Write-down of investment 1,568,149 -- --
Equity loss on investment 44,107 -- --
Gain on settlement of debt (687,538) -- --
Changes in non-cash working capital items:
Increase in prepaid expenses (3,235) (2,808) (10,000)
Increase in accounts payable and accrued liabilities 112,892 47,686 32,009
Increase in interest payable 53,521 -- --
Increase in loan payable 220,720 62,000 30,000
----------- ----------- -----------
Net cash used in operating activities (90,615) (3,747) (108,200)
----------- ----------- -----------
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) -- --
Issuance of common stock 144,000 -- 118,000
----------- ----------- -----------
Net cash provided by financing activities 94,209 -- 118,000
----------- ----------- -----------
CHANGE IN CASH (BANK INDEBTEDNESS) FOR THE PERIOD 931 (3,747) 7,545
CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD -- 4,678 (47)
----------- ----------- -----------
CASH (BANK INDEBTEDNESS), END OF PERIOD $ 931 $ 931 $ 7,498
=========== =========== ===========
</TABLE>
Supplemental disclosure with respect to cash flows (Note 9)
The accompanying notes are an integral part of these financial statements
<PAGE> 7
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 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.
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>
June 30, June 30,
2000 1999
----------- -----------
<S> <C> <C>
Deficit accumulated during the development stage $(1,399,931) $(1,857,033)
Working capital deficiency $ (189,924) $ (175,230)
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT
The Company accounts for its investments in companies where it is able
to exercise significant influence using the equity method.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.
<PAGE> 8
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the period. Actual results could differ from these estimates.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes
accounting and reporting standards for derivative instruments and for
hedging activities. 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 June
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 six months ended June 30, 2000 and
1999, the weighted average number of shares outstanding was 5,917,000 and
5,157,376.
Diluted earning per share consider the dilutive impact of conversion of
outstanding stock options and warrants as if events had occurred at the
beginning of the year.
COMPARATIVE FIGURES
Certain comparative figures have been adjusted to conform to the current
period's presentation.
CAPITAL ASSETS
Capital assets will be recorded at cost less accumulated depreciation.
The cost of capital assets is amortized at a rate of 30% per year for all
computer equipment.
<PAGE> 9
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carryforwards.
Deferred tax expenses (benefit) results from the net change during the
year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
4. CAPITAL ASSETS
<TABLE>
<CAPTION>
Net Book Value
Accumulated ----------------------
Cost Amortization 2000 1999
-------- ------------ -------- --------
<S> <C> <C> <C> <C>
Computer equipment $ 2,663 $ (700) $ 1,963 $ 2,255
======== ======== ======== ========
</TABLE>
5. INVESTMENT
<TABLE>
<CAPTION>
June 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.
6. LOAN PAYABLE
The loan payable is non-interest bearing and contains no terms of
repayment.
7. PROMISSORY NOTE
During fiscal 1998, the Company issued a promissory note to Stamford in
the amount of $882,553, bearing interest at 9% per annum.
During fiscal 1999, the Company settled the note payable to 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.
<PAGE> 10
THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
7. RECONCILIATION OF WEIGHTED AVERAGE AND FULLY DILUTED COMMON SHARES
<TABLE>
<CAPTION>
Six Month Six Month
Period Ended Period Ended
June 30, June 30,
2000 1999
------------ -----------
<S> <C> <C>
Weighted average number of common shares 5,917,000 5,157,376
used in basic EPS
Effect of dilutive securities
Warrants -- --
---------- ----------
Weighted average number of common shares
and dilutive potential common shares
used in diluted EPS 5,917,000 5,157,376
========== ==========
</TABLE>
8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
---------- ----------
<S> <C> <C>
Cash paid during the period for:
Income taxes $ -- $ --
Interest $ -- $ --
</TABLE>
9. WARRANTS
The Company has share purchase warrants outstanding, entitling the
holders to acquire 1,762,500 common shares of the Company at a price of
$1.00 per share, expiring on April 14, 2000. 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 six month period ended June 30, 2000, the Company paid
consulting fees of $16,050 (1999 - $12,101) to a director and former
directors of the Company.
<PAGE> 11
PART 1
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
1. PLAN OF OPERATIONS
During the fiscal period ending June 30, 2000, the Company identified some
projects and was also offered business opportunities. It is the Company's
intention not to restrict itself in its choice to any particular business or
industry segment, and for that reason all opportunities were investigated.
In the interest of its shareholders and due to the fact initially,
management would like to find only one suitable venture, all opportunities
available were carefully analyzed. Further investigations are ongoing.
2. CASH REQUIREMENTS
As was the case during the previous quarter, management feels confident that
funds required for its day to day business and for investigations of
investment opportunities can be obtained from current shareholders and from
its management/consulting team. Significant financial requirements, which
might be needed in the event of a business acquisition or financing, would
be raised through private placement and would be subject to shareholders
approval.
3. RESULTS OF SECOND QUARTER OPERATION
During the second fiscal quarter ended June 30, 2000, the Company financed
its expenditures of $50,602 ($50,775 less $173 of amortization expenses
which do not effect cash flow) through loans from management/consultants
totaling $30,000, and by increasing its accounts payable and accrued
liabilities by $20,602 ($22,876 less $2,688 charged against prepaid
expenses, plus $414 representing increase cash on hand). The loss represents
a reduction of expenditures of 16% compared to the previous quarter and a
reduction of over 30% for the six months ended June 30, 2000 when compared
to the same period in the preceding year.
Total deficit accumulated during the development stage of the Company
totaled $1,399,931.
The loss during the second quarter ending June 30, 2000 was primarily due to
corporate maintenance cost such as Accounting & Legal ($14,814), Consulting
costs with respect to general management and the investigation of business
opportunities ($24,625), office rent ($6,420) and Transfer Agent and filing
fees ($2,419).
<PAGE> 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes In Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions Of Matters To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
Thor Ventures Corp.
(Registrant) By: /s/ Nora Coccaro
-----------------------------
Nora Coccaro
President
Date: July 21, 2000
