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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
THOR VENTURES CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 98-0211356
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1818-1177 West Hastings Street, Vancouver, B.C., Canda V6E 2K3
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(Address of Principal Executive Offices) (Zip Code)
Agreement for Consulting Services
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(Full Title of the Plan)
Eric P. Littman, 7695 SW 104th Street, Miami, FL 33156
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(Name and Address of Agent For Service)
(305) 663-3333
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 243,000 $.30 $72,905.00 $100.00 (1)
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(1) Calculated pursuant to Rule 457.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Form 10-SB which cleared comments with the SEC on April 17,
2000, and the Form 10-QSB's for fiscal quarters ended March 31, 2000 and June
30, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document incorporated
by reference or contained in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Article XII of the Company's Articles of Incorporation provides "This
corporation shall have the power, in its By-Laws 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 there-with, to
procure, at this corporation's expense, policies of insurance."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Carmine J. Bua, III, Esq. regarding the legality of the
securities registered hereunder.
23.1 Consent of Davidson & Company, Chartered Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of
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securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining a liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be
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deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on August 17, 2000.
THOR VENTURE CORP.
BY: /s/ Nora Coccaro
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NORA COCCARO
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Nora Coccaro Chairman of the Board August 17, 2000
--------------------- President, Chief --
NORA COCCARO Executive Officer, and
Treasurer (Principal
Financial and Accounting
Officer) and Secretary
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Carmine J. Bua, III, Esq. regarding legality of the
securities registered hereunder.
23.1 Consent of Davidson & Company, Chartered Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1.
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