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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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.)
State of Florida 98-0211356
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State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization
Suite 1818, 1177 West Hastings Street, Vancouver, B.C. Canada V6E 2K3
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(Address of Principal Executive Offices) (Zip Code)
Payment of Consulting Fees
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(Full Title of the Plan)
Ms. Nora Coccaro, Suite 1818, 1177 West Hastings Street, Vancouver, B.C., Canada
V6E 2K3
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(Name and Address of Agent for Service)
(604) 602-1717
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(Telephone Number, Including Area Code, of Agent for Service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: ______.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Max. Offering Maximum Amount of
securities to to be Price Aggregate Registration
be Registered Registered Per Share Offering Price (1) Fee (1)
------------- ---------- ------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 200,000 $1.00 $200,000 $50.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 and based on the closing price of the Company's common
stock.
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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 Company's Form 10-QSBs for each of the fiscal quarters ending
March 31, 2000, June 30, 2000 and September 30, 2000 are hereby incorporated by
reference.
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 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
The Common Stock are securities which are registered under Section
12(g) of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as filed with the State of
Florida, provides in Article XII the following: "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 therewith, 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 a part of this
Registration Statement:
5.1 Opinion of William M. Aul, Esq. regarding the legality of the
securities registered hereunder.
23.1 Consent of Davidson & Company, Chartered Accountants.
23.2 Consent of Legal 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:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(2) 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 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 2 percent change in the
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maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(3) 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, 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 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.
(2) 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 deemed to be
the initial bona fide offering thereof.
(3) 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 by 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 of the requirements for filing of 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 January 8, 2001
THOR VENTURES CORP.
By: /s/ Nora Coccaro
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Nora Coccaro
President & Chairman
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Nora Coccaro President, Chairman, January 8, 2001
---------------- Chief Executive Officer and
Nora Coccaro Treasurer (Principal Financial
And Accounting Officer) and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
5.1 Opinion of William M. Aul, Esq. 7
23.1 Consent of Davidson & Company, Chartered Accountants 10
23.2 Consent of Legal Counsel (included as part of Exhibit 5.1)
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