UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB12G
GENERAL FORM FOR REGISTRATION OF SECURTIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
THUNDERBIRD MINING MILLING, AND CHEMICAL CORP.
(Exact name of registrant as specified in its charter)
Arizona 87-0661507
(State of organization) (I.R.S. Employer Identification No.)
154 East Ford Avenue Salt Lake City, UT 84115
(Address of principal executive offices) (Zip Code)
P.O. Box 17531, Salt Lake City, UT 84117
(Mailing address of office) (Zip Code)
Registrant's telephone number, including area code: (801) 484-2777
Registrants Attorney: Adam U. Shaikh, Esq. 3360 W. Sahara, Suite 200
Las Vegas, NV, 89102. Tele: (702) 732-2253. Fax: (702) 940-4006
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
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Item 1. Business.
Thunderbird Mining Milling, and Chemical Corp., was incorporated on January
13th, 1992 under the laws of the State of Arizona.
Thunderbird's original business purpose was to engage in the mining and
milling business. Thunderbird did, at one point, have rights to various
claims. These rights were lost, however, because the yearly assessment work
necessary to keep those claims open was not kept up. Thunderbird has never
commenced any significant operational activities.
Thunderbird has since abandoned this plan and has elected to pursue a new
business plan. This new business plan is to seek out a company to merge or
acquire. Thus, Thunderbird would be classified as a "blank check" company or
"shell" company whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.
The proposed business activities described herein classify Thunderbird as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale securities of "blank check" companies in their prospective
jurisdictions. Management does not intend to undertake any efforts to cause
a market to develop in the Company's securities until such time as Thunderbird
has successfully implemented its business plan described herein.
RISK FACTORS
The securities offered are highly speculative in nature and involve a high
degree of risk. They should be purchased only by persons who can afford to
lose their entire investment. Therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk factors among
other things, as well as all other information set forth in this prospectus.
Thunderbird has had no operating revenue to date and may not become profitable.
Thunderbird has had no operating history nor any revenues or earnings from
operations. Thunderbird has no significant assets or financial resources.
Thunderbird will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in Thunderbird incurring a net operating loss
which will increase continuously until Thunderbird can consummate a business
combination with a profitable business opportunity. Thunderbird may not be
able to identify such a business opportunity and consummate such a business
combination.
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Success of Thunderbird's business operations may depend on management outside
of Thunderbird's control.
The success of Thunderbird's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combinations
with entities having established operating histories, there can be no
assurance that Thunderbird will be successful in locating candidates meeting
such criteria. In the event Thunderbird completes a business combination,
the success of Thunderbird's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors beyond
Thunderbird's control.
Thunderbird is at a competitive disadvantage and in a highly competitive
market searching for business combinations and opportunities.
Thunderbird is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of
small private entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for
Thunderbird. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Thunderbird
and, consequently, Thunderbird will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, Thunderbird will compete in seeking merger or
acquisition candidates with numerous other small public companies.
Thunderbird has no agreement for a merger nor any standards set for acceptable
candidates for merger.
Thunderbird has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private
entity. Thunderbird may not be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluations. Thunderbird has been in the developmental
stage since inception and has no operations to date. Other than issuing shares
to its original shareholders, Thunderbird never commenced any operational
activities. Thunderbird may not be able to negotiate a business combination
on terms favorable to Thunderbird.
Thunderbird has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which
Thunderbird would not consider a business combination in any form with such
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business opportunity. Accordingly, Thunderbird may enter into a business
combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets,
negative net worth or other negative characteristics. Thunderbird's management
lack certain business skills and will be devoting only part-time work hours.
While seeking a business combination, management anticipates devoting up to
ten hours per month to the business of Thunderbird. Thunderbird's two officers
have not entered into written employment agreements with Thunderbird and are
not expected to do so in the foreseeable future. Thunderbird has not obtained
key man life insurance on either of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of
Thunderbird 's business and its likelihood of continuing operations.
Furthermore, Thunderbird 's officers and directors are not professional
business analysts. Lack of experience will be a detriment to Thunderbird 's
efforts.
Thunderbird may, on occasion, enter into business agreements that have a
conflict of interest.
Currently, Thunderbird 's officers and directors have no conflict of interest.
However, changes in officers and directors or business agreements entered into
could potentially show conflicts of interest. In such instance that
Thunderbird's officers or directors are involved in the management of any firm
with which Thunderbird transacts business. Thunderbird 's board of directors
will adopt a resolution which prohibits Thunderbird from completing a merger
with, or acquisition of, any entity in which management serve as officers,
directors or partners, or in which they or their family members own or hold
any ownership interest. Management is not aware of any circumstances under
which this policy could be changed while current management is in control of
Thunderbird.
Potential merger or acquisition candidates must meet SEC requirements that may
delay or preclude Thunderbird's business plan.
Section 13 of the Securities Exchange Act of 1934, requires companies falling
under Section 13 of the Securities Exchange Act of 1934 to provide certain
information about significant acquisitions, including certified financial
statements for Thunderbird, covering one or two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise desirable
acquisition by Thunderbird. Acquisition prospects that do not have or are
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unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
Thunderbird is at a competitive disadvantage because it lacks any market
research or marketing organization.
Thunderbird has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by Thunderbird. Moreover, Thunderbird does not have,
and does not plan to establish, a marketing organization. Even in the event
demand is identified for a merger or acquisition contemplated by Thunderbird ,
there is no assurance Thunderbird will be successful in completing any such
business combination.
Thunderbird will be limited to the business opportunities of any company.
Thunderbird 's proposed operations, even if successful, will in all likelihood
result in Thunderbird engaging in a business combination with only one
business opportunity. Consequently, Thunderbird 's activities will be limited
to those engaged in by the business opportunity which Thunderbird merges with
or acquires. Thunderbird 's inability to diversify its activities into a
number of areas may subject Thunderbird to economic fluctuations within a
particular business or industry and therefore increase the risks associated
with Thunderbird 's operations.
Potential determination by the SEC that Thunderbird is an investment company
could cause material adverse consequences.
Although Thunderbird will be regulated under the Securities Exchange Act of
1934, management believes Thunderbird will not be regulated under the
Investment Company Act of 1940, insofar as Thunderbird will not be engaged
in the business of investing or trading in securities. In the event
Thunderbird engages in business combinations which result in Thunderbird
holding passive investment interests in a number of entities, Thunderbird
could be under regulation of the Investment Company Act of 1940. In such event,
Thunderbird would be required to register as an investment company and could
be expected to incur significant registration and compliance costs.
Thunderbird has obtained no formal determination from the Securities and
Exchange Commission as to the status of Thunderbird under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
Thunderbird to material adverse consequences.
Any business combination will probably result in loss of management and
control by Thunderbird shareholders.
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A business combination involving the issuance of Thunderbird 's common stock
will, in all likelihood, result in shareholders of a private company obtaining
a controlling interest in Thunderbird. Any such business combination may
require management of Thunderbird to sell or transfer all or a portion of
Thunderbird's common stock held by them, or resign as members of the board of
directors of Thunderbird. The resulting change in control of Thunderbird could
result in removal of one or more present officers and directors of Thunderbird
and a corresponding reduction in or elimination of their participation in the
future affairs of Thunderbird .
Should Thunderbird meet its business plan of merging, shareholders in
Thunderbird will most likely suffer a reduction in percentage share ownership
of the newly formed company.
Thunderbird's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in Thunderbird
issuing securities to shareholders of such private company. The issuance of
previously authorized and unissued common stock of Thunderbird would result
in reduction in percentage of shares owned by present and prospective
shareholders of Thunderbird and would most likely result in a change in
control or management of Thunderbird .
Potential acquisition or merger candidates may wish to avoid potential adverse
consequences of merging with Thunderbird .
Thunderbird may enter into a business combination with an entity that desires
to establish a public trading market for its shares. A business opportunity
may attempt to avoid what it deems to be adverse consequences of undertaking
its own public offering by seeking a business combination with Thunderbird.
Such consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or unwilling-
ness to comply with various federal and state securities laws enacted for the
protection of investors. These securities laws primarily relate to provisions
regarding the registration of securities which require full disclosure of
Thunderbird 's business, management and financial statements.
Many business decisions made by Thunderbird can have major tax consequences
and many associated risks.
Federal and state tax consequences will, in all likelihood, be major consider-
ations in any business combination Thunderbird may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. Thunderbird
intends to structure any business combination so as to minimize the federal
and state tax consequences to oth Thunderbird and the target entity; however,
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there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal
and state taxes which may have an adverse effect on both parties to the
transaction.
The requirement of audited financial statements of potential merging entities
may cause some potential merger candidates to forego merging with Thunderbird .
Management of Thunderbird believes that any potential business opportunity
must provide audited financial statements for review, and for the protection
of all parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with Thunderbird, rather than incur the expenses associated with preparing
audited financial statements.
Thunderbird securities may be limited to only a few markets because of blue
sky laws.
Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, and Thunderbird has no current
plans to register or qualify its shares in any state, the holders of such
shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant
state blue sky restrictions upon the ability of new investors to purchase the
securities which could reduce the size of the potential market. As a result
of recent changes in federal law, non-issuer trading or resale of Thunderbird's
securities is exempt from state registration or qualification requirements in
most states. However, some states may continue to attempt to restrict the
trading or resale pf blind-pool or blank-check securities. Accordingly,
investors should consider any potential secondary market for Thunderbird 's
securities to be a limited one.
Item 2. Management's discussion and analysis or plan of operation note regard-
ing projections and forward looking statements.
Although Management believes that the expectations reflected in these forward-
looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations are disclosed
in this Statement, including, without limitation, in conjunction with those
forward-looking statements contained in this Statement.
Plan of operation - general
Thunderbird plans to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, Thunderbird has no plan, proposal, agreement, under-
standing, or arrangement to acquire or merge with any specific business or
company and Thunderbird has not identified any specific business or a company
for investigation and evaluation. No member of Management or any promoter of
Thunderbird, or an affiliate of either, has had any material discussions with
any other company with respect to any acquisition of Thunderbird
Thunderbird will not restrict its search to any specific business, industry,
or geographical location, and may participate in business ventures of vir-
tually any kind or nature.
Discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to restrict
Thunderbird's virtually unlimited discretion to search for and enter into a
business combination. Thunderbird may seek a combination with a firm which
only recently commenced operations, or a developing company in need of
additional funds to expand into new products or markets or seeking to develop
a new product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company.
In some instances, a business opportunity may involve acquiring or merging
with a corporation which does not need substantial additional cash but which
desires to establish a public trading market for its common stock. Thunderbird
may purchase assets and establish wholly owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries. Selecting a
business opportunity will be complex and extremely risky. Because of general
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economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly- traded corporation.Such
perceived benefits of a publicly traded corporation may include facilitating
or improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items.
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Management believes that Thunderbird may be
able to benefit from the use of "leverage" to acquire a target company.
Leveraging a transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase price of that
business. Through leveraged transactions, Thunderbird would be required to use
less of its available funds to acquire a target company and, therefore, could
commit those funds to the operations of the business, to combinations with
other target companies, or to other activities.
The assets of the acquired business will ordinarily secure the borrowing
involved in a leveraged transaction. If that business were not able to
generate sufficient revenues to make payments on the debt incurred by
Thunderbird to acquire that business, the lender would be able to exercise the
remedies provided by law or by contract. These leveraging techniques, while
reducing the amount of funds that Thunderbird must commit to acquire a business,
may correspondingly increase the risk of loss to Thunderbird.
Thunderbird can give no assurance as to the terms or availability of financing
for any acquisition. During periods when interest rates are relatively high,
the benefits of leveraging are not as great as during periods of lower
interest rates, because the investment in the business held on a leveraged
basis will only be profitable if it generates sufficient revenues to cover the
related debt and other costs of the financing. Lenders from which Thunderbird
may obtain funds for purposes of a leveraged buy-out may impose restrictions
on the future borrowing, distribution, and operating policies of Thunderbird.
It is not possible at this time to predict the restrictions, if any, which
lenders may impose, or the impact thereof on Thunderbird.
Thunderbird has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes Thunderbird
will offer owners of businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. However, a business that
conducts a public offering will raise capital, but will not raise capital as
a result of merging with Thunderbird. The owners of the businesses will,
however, incur significant post-merger or acquisition registration costs in
the event they wish to register a portion of their shares for subsequent sale.
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Thunderbird will also incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing Forms 8-K, agreements, and related reports and documents. At
a minimum, It will be necessary to file a Form 8K. Additionally, 10Qs and 10Ks
will need to be filed as necessary.
Nevertheless, the officers and directors of Thunderbird have not conducted
market research and are not aware of statistical data that would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business.
Thunderbird does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties. Thunderbird will not
restrict its search for any specific kind of firms, but may acquire a venture,
which is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate life. It is impossible
to predict at this time the status of any business in which Thunderbird may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which Thunderbird may offer. However, Thunderbird does not intend
to obtain funds in one or more private placements to finance the operation of
any acquired business opportunity until such time as Thunderbird has
successfully consummated such a merger or acquisition. Thunderbird also has no
plans to conduct any offerings under Regulation S.
Currently, Thunderbird has minimal cash. Additional funds will have to be
raised via securities issues or will need to be borrowed from management in
order to properly pursue its business plan. Should Thunderbird be unable to
raise the necessary funds in the next 12 months, Thunderbird would be unable
to fully implement its business plan and may be unable to implement its
business plan at all. In such an event, all active operations of Thunderbird
would cease.
Sources of opportunities
Thunderbird will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its officers and directors
as well as indirect associations between them and other business and
professional people. It is not presently anticipated that Thunderbird will
engage professional firms specializing in business acquisitions or
reorganizations. Management, while not especially experienced in matters
relating to the new business of Thunderbird, will rely upon their own efforts
and, to a much lesser extent, the efforts of Thunderbird's shareholders, in
accomplishing the business purposes of Thunderbird. It is not anticipated that
any outside consultants or advisors, other than Thunderbird's legal counsel and
accountants, will be utilized by Thunderbird to effectuate its business
purposes described herein. However, if Thunderbird does retain such an outside
consultant or advisor, any cash fee earned by such party will need to be paid
by the prospective merger/acquisition candidate, as Thunderbird has no cash
assets with which to pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside consultants and none
are anticipated in the future.
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In the past, Thunderbird's management has never used outside consultants or
advisors in connection with a merger or acquisition. As is customary in the
industry, a finder's fee for locating an acquisition prospect may be necessary.
If any such fee is paid, it will have to be approved and paid for by the
target candidate because Thunderbird has no cash. Any such payment would be
done in accordance with industry standards.
Such fees are customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are typically in
the range of 5% on a $1,000,000 transaction ratably down to 1% in a $4,000,000
transaction. Management has adopted a policy that such a finder's fee or real
estate brokerage fee could, in certain circumstances, be paid to any employee,
officer, director or 5% shareholder of Thunderbird, if such person plays a
material role in bringing a transaction to Thunderbird.
Evaluation of opportunities
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of Thunderbird (see "Management").
Management intends to concentrate on identifying prospective business
opportunities, which may be brought to its attention through present
associations with management. In analyzing prospective business opportunities,
management will consider, among other factors, such matters as:
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may be
available and the depth of that management
7. the potential for further research, development or exploration
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of Thunderbird
9. the potential for growth or expansion
10.the potential for profit
11.the perceived public recognition or acceptance of products,
services or trades
12.name identification
Management will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, Thunderbird intends to utilize written reports and personal
investigation to evaluate the above factors. Thunderbird will not acquire or
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merge with any company for which audited financial statements cannot be
obtained. Opportunities in which Thunderbird participates will present
certain risks, many of which cannot be identified adequately prior to
selecting a specific opportunity. Thunderbird's shareholders must, therefore,
depend on Management to identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going concern or may present a
business in its development stage (in that it has not generated significant
revenues from its principal business activities prior to Thunderbird's
participation.) Even after Thunderbird's participation, there is a risk that
the combined enterprise may not become a going concern or advance beyond the
development stage. Other opportunities may involve new and untested products,
processes, or market strategies, which may not succeed. Thunderbird and,
therefore, its shareholders will assume such risks.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention as
well as substantial costs for accountants, attorneys, and others. If a
decision were made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction may
result in the loss by Thunderbird of the related costs incurred. There is the
additional risk that Thunderbird will not find a suitable target. Management
does not believe Thunderbird will generate revenue without finding and
completing a transaction with a suitable target company. If no such target is
found, therefore, no return on an investment in Thunderbird will be realized,
and there will not, most likely, be a market for Thunderbird's stock.
Acquisition of opportunities
In implementing a structure for a particular business acquisition, Thunderbird
may become a party to a merger, consolidation, reorganization, joint venture,
franchise, or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a transaction is
complete, it is possible that the present management and shareholders of
Thunderbird will not be in control of Thunderbird. In addition, a majority or
all of Thunderbird's officers and directors may, as part of the terms of the
transaction, resign and be replaced by new officer and director without a vote
of Thunderbird's shareholders.
It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, Thunderbird may agree to register such securities
either at the time the transaction is consummated, under certain conditions,
or at specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market, which may develop
in Thunderbird's Common Stock, may have a depressive effect on such market.
While the actual terms of a transaction to which Thunderbird may be a party
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cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free" reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as
amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the shareholders of Thunderbird,
including investors in this offering, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholders.
As part of Thunderbird's investigation, officers and directors of Thunderbird
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of Thunderbird's
limited financial resources and management expertise. The manner in which
Thunderbird participates in an opportunity with a target company will depend
on the nature of the opportunity, the respective needs and desires of
Thunderbird and other parties, the management of the opportunity, and the
relative negotiating strength of Thunderbird and such other management. With
respect to any mergers or acquisitions, negotiations with Target Company,
management will be expected to focus on the percentage of Thunderbird, which
the target company's shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, Thunderbird's shareholders will, in
all likelihood, hold a lesser percentage ownership interest in Thunderbird
following any merger or acquisition. The percentage ownership may be subject
to significant reduction in the event Thunderbird acquires a target company
with substantial assets. Any merger or acquisition effected by Thunderbird can
be expected to have a significant dilutive effect on the percentage of shares
held by Thunderbird then shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds, which shall be
used by Thunderbird in identifying and pursuing agreements with target
companies. Management anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that any such agreement
may, in fact, be contingent upon the repayment of those funds.
It is expected that amounts to conduct investigations will be less than $10,000
and that such amount will come from the officers and directors. Additional
funds may need to be raised if the amount exceed $10,000 and management is
short on funds.
Management may contribute up to $10,000 for acquisition investigations. However,
the officers and directors are not obligated to advance any additional amount
to Thunderbird. Thunderbird may be required to issue stock to raise
additional funds if management cannot provide said funds.
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Competition
Thunderbird is an insignificant participant among firms, which engage in
business combinations with, or financing of, development-stage enterprises.
There are many established management and financial consulting companies and
venture capital firms, which have significantly greater financial and personal
resources, technical expertise and experience than Thunderbird. In view of
Thunderbird's limited financial resources and management availability,
Thunderbird will continue to be at significant competitive disadvantage
vis-a-vis the Thunderbird competitors. Thunderbird will be at a disadvantage
with other companies having larger technical staffs, established market shares
and greater financial backing.
Regulation and taxation
The Investment Company Act of 1940 defines an "investment company" as an
issuer, which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading securities. While Thunderbird
does not intend to engage in such activities, Thunderbird may obtain and hold
a minority interest in a number of development stage enterprises. Thunderbird
could be expected to incur significant registration and compliance costs if
required to register under the Investment Company Act of 1940. Accordingly,
management will continue to review Thunderbird's activities from time to time
with a view toward reducing the likelihood Thunderbird could be classified as
an "investment company." Thunderbird intends to structure a merger or
acquisition in such manner as to minimize Federal and state tax consequences
to Thunderbird, and to any target company.
Employees
Thunderbird's only employees at the present time are its officers and directors,
who will devote, as much time as the Board of Director determine is necessary
to carry out the affairs of Thunderbird. (See "Management").
The officers and Directors time devotion to Thunderbird would be estimated at
10 hours a month until further fundraising or a merger/acquisition.
Item 3. Description of property
Thunderbird neither owns nor leases any real property at this time.
Thunderbird conducts its business from 154 East Ford Avenue, Salt Lake
City, UT 84115
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Item 4. Security ownership of certain beneficial owners and management.
As of October 20th , 2000, the following reflects the security ownership and
beneficial ownership of Thunderbird. Joanne Clinger currently serves as
President, Brett Clinger serves as Vice President, and Wayne Reichmann serves
as Secretary/Treasurer of VIP Worldnet Inc.
<TABLE>
<S> <C> <C> <C>
Title of Class Name of Beneficial Amount and Nature Percent
Owner of Beneficial Of Class
Owner
Common Stock Joanne P. Clinger 2,975 17.5%
(Director)
Common Stock Brett Clinger 30 < 1%
(Director)
Common Stock Paul Peterson 31 < 1%
(Secretary, Treasurer
and Director)
Common Stock David Barnes 31 <1%
(President and Director)
Common Stock Wayne and Shelly
Reichmann (Director) < 1%
Common Stock Officers and Directors 3,092 18%
Common Stock VIP Worldnet Inc. 13,600 80%
</TABLE>
Item 5. Directors, executive officers, promoters, and control persons.
The members of the Board of Directors of Thunderbird serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors. There
are no agreements for any officer or director to resign at the request of any
other person, and none of the officers or directors named below are acting on
behalf of, or at the direction of, any other person. Thunderbird's officers
and directors will devote their time to the business on an "as-needed" basis,
which is expected to require 5-10 hours per month.
Information as to the directors and executive officers of the Thunderbird are
as follows:
-15-
Name Position
David Barnes President/Director
Paul Peterson Secretary/Treasurer/Director
Joanne Clinger Director
Brett Clinger Director
Wayne Reichmann Director
Wayne K. Reichmann
Employment History
September 05, 1996 to Present Aquagen International, Inc.
President
March 18, 1996 to September 05, 1996 VIP Worldnet, Inc.
(Parent company of Aquagen),
Vice President
August 1981 to March 18, 1996 Bank One Utah, N.A.
Assistant Vice President
Teaching Experience
Westminster College
Adjunct Instructor 1998
Education
Masters of Business Administration (MBA)
Westminster College of Salt Lake
Graduated June 1995
Bachelor of Science - Finance
University of Utah, June 1985
American Institute of Banking
Community Activities
Boy Scouts of America
Habitat for Humanity
Neighborhood Housing Services
Other related projects for low income citizens
General community clean-up activities
Public school volunteer
-16-
PAUL E. PETERSON
1765 WEST 4300 NORTH
HELPER, UTAH 84526
TEL: (801) 472-3006
Marital Status: Married
Health: Excellent
Date of Birth: 2-6-1948
Hobbies: Flying, designing and building planes, cars, etc.
Education: High School
Navy - Basic Electronics, aircraft corrosion, control,
Aircraft hydraulic system, ground school, ground flying
Qualifications:
During the past 30 years I have worked as a mechanic/welder, either for
companies or in my own businesses.
GEET Management March 1996 to present
In March of 1996 David Barnes and I began work on the GEET Fuel Processor and
ceased accepting customers at Wings and Things.
WINGS & THINGS
1765 West 4300 No.
Spring Glen, Utah 84526
Tel: 801-472-3006 October 1989 to present (March 1996)
Wings and Things is the business David Barnes and I operated since 1989. We
both are General Partners in that business. Wings and things specialized in
automotive restorations, automotive engine rebuilding and metal fabrication.
Steve's Diesel
Helper, Utah 84526 1986 - 1989
Fabricated drive lines and overhauled diesel engines. Repaired diesel trucks.
Naval Air Rework Facility
Pensicola, Fla. 1979 - 1981
I worked at the Naval Air Rework Facility as a WG-8 aircraft mechanic doing
complete overhaul and rework of Navy Aircraft.
Blackwater Prestressed Concrete
Bagdad, Fla
Tel: (609) 994-7880 8/78 - 2/79
Maintenance
My position at Blackwater was maintenance and repair of all the equipment used
in the plant. It included trucks (pickups to Diesel Tractor Trailers), air
compressors, portable and stationary), welders, concrete transporter,
hydraulic travel lift cranes, front-end-loaders, hydraulic strand jacks, etc.
I also maintained the boiler and the concrete batch plant. I handled minor
repairs on the electrical tools, and took care of most of the electrical
plumbing repairs for the plant.
While I was in the US Navy (1965 - 1969), rate AMH3 (Aviation Metalsmith
Hydraulics) I worked with the aircraft structures and hydraulics in S2D, P2V
and P3 aircraft. I flew as an air crew member and worked on line crew.
During the past years I have become actively involved in building and restoring
small airplanes. I have assisted in the building of a PITTS special and the
restoration of a 73 CITABRIA
-17-
Diesel Experience:
Cummins Deutz
Mack Lambardini
International Ford
Detroit John Deer
Perkins Kubota
Wisconsin
Overall experience in my field:
During my work experience I have acquired skills such as
1. gas and arc welding, including stick, MIG, TIG, ferrous and non-ferrous
metals, plastics.
2. Machine maintenance, service and repair, hydraulic theory, practice and
repair
3. Hydraulic theory, practice and repair
4. Aircraft design, building, rebuilding
5. Total automotive restoration and repair
6. Business owner
7. Sales and purchasing
8. Inventory control
9. Design and theory of internal combustion engines
DAVID G. BARNES
1805 WEST 4300 NORTH
SPRING GLEN, UTAH 84526
TEL: 472-3006
Age: 54
D.O.B. 3-23-46
Marital Status: Married
Health: Excellent
Hobbies: Designing, building and flying airplanes
Skills and general experience
I have approximately 30 years experience as a machinist on all types of
machine tools from drill presses to numerically controlled machining centers.
I started my machinist in 1967 with IBM. During my employment I took advantage
of on-site training, such as programming both computer and machine tool
programming, machinist, blueprint reading, and related subjects.
I earned my machinist journeyman papers at Boeing Airplane Co., as a Numerical
Control Machine Instructor and operator, at the 747 plant in Everett,
Washington in 1969. I acquired a basic understanding of mechanical things at
a very young age and have always been intrigued by all things mechanical.
During my work experience I have acquired skills such as gas and arc welding
including stick, MIG, TIG, ferrous and non ferrous metals, plastics. Machine
maintenance, service and repair, hydraulic theory, practice and repair,
aircraft design, building, rebuilding, total automotive restoration and repair.
Management and employee relations
Business owner and/or manager
Licensed securities dealer
Sales and Purchasing
Inventory Control
Design and theory of internal combustion engines
Prototype design and construction
Applied GEET Theory and Design and Testing
I am presently a general partner in WINGS AND THINGS, an automotive rebuilding
facility in Spring Glen, Utah. Wings and Things was established in 1985 and
continues to present.
-18-
Joanne P. Clinger
Experience.
November 1985 - Present
VIP WORLDNET INC. DIVERSIFIED ENVIRONMENTAL RESOURCES INC.
AQUAGEN INTERNATIONAL INC. AND SUBSIDIARIES
President and Chairman of the Board of VIP Worldnet, Inc. and Diversified
Environmental Resources, Inc and their subsidiaries; Secretary/Treasurer and
Chairman of the Board of Aquagen International Inc. Responsibilities include
stockholders' meetings, all corporate filings and registrations, funding and
acquisitions for all corporations, dealing with attorneys, accountants, brokers,
etc.
February 1984 - September 1895
CFS FINANCIAL CORPORATION, Salt Lake City, Utah
Served as Executive Assistant to Sr. Vice President of Investment Development,
who managed Real Estate and Diversified Acquisitions and Property Management;
and as Special Projects Coordinator. Responsibilities included communication
with joint venture partners, lenders and clients; supervision of workload of
support staff in five departments; coordination of corporate aviation (four
private planes); preparation and implementation of corporate budgets; and
preparation and distribution of project funding books to lenders. Special
projects included service as member of corporate Employee Task Force
Compensation Committee in creation of new compensation schedule for employees;
research of aged accounts payable and negotiation of pay-out schedule with
creditors, lien holders and attorneys; member of Loan Committee, working with
five top executives of company in determining financial status, success and
prospect of all ventures. Called back to work with bankruptcy attorneys as
paralegal after close of company, answering interrogatories, etc.
January 1983-1984
INTERNATIONAL CONSOLIDATED ENTERPRISES INC. Salt Lake City, Utah
Office Manager and Administrative Assistant to President, with duties
including supervising all personnel in Accounting, Customer Relations, Office,
Warehouse and Design Departments, hiring and terminating as necessary; working
the State on CETA personnel; purchasing; corporate insurance; importing
merchandise from the Orient, including letters of credit and customs clearing;
managing building, sales, and customer relations.
1967-1982
ROCKY MOUNTAIN BANK NOTE COMPANY. Salt Lake City, Utah
Sales Secretary, Executive Secretary and Administrative Assistant to the Chief
Executive Officer. Responsibilities included supervision of Executive
Secretarial Pool; corporate meeting planner; interaction with bank presidents,
cashiers and purchasing agents; involved in union certification and subsequent
desertification; and many special assignments.
1962- 1967
HERCULES INC. Salt Lake City, Utah
Secretary in Training, Personnel, Security and Contract Departments. Special
projects included developing and teaching secretarial skills class to
corporate secretaries; developing two-week training schedules for new hires
including engineers and management personnel, approving all outgoing
department correspondence.
-19-
EDUCATION
1957-1961 - Provo High School, Provo, Utah - with special business classes
1961-1962 - Brigham Young University, Provo, Utah - Majored in Business
Additional education and training
Psychology and Social Psychology classes at University of Utah
Corporate Management Training
Brett Clinger
Employment History
November 1994 to January 1996 VIP Worldnet, Inc.
Shipping Manager
January 1996 to Present VIP Worldnet, Inc.
Director
January 1996 to November 1998 Aquagen International, Inc.
Production Manager
November 1998 to Present Aquagen International, Inc.
Executive Vice President
Director
Education
LDS Business College
January 1995 to 1997
BYU/Salt Lake - 1997 to Present
Community Activities
Boy Scouts of America
Neighborhood beautification
Brett Clinger is the son of Joanne Clinger.
Other blank check companies.
The officers and directors of Thunderbird are also officers and directors on
two other blank check companies.
Name of Company Registration Form Date Filed Status
Guaranty Securities 10SB12G Not filed
Mining, Milling,
Manufacturing Inc.
of Nevada 10SB12G Not Filed
-20-
Conflicts of Interest
Insofar as the officers and directors are engaged in other business activities,
management anticipates it will devote only a minor amount of time to the
Thunderbird's affairs. The officers and directors of Thunderbird may in the
future become shareholders, officers or directors of other companies, which
may be formed for the purpose of engaging in business activities similar to
those conducted by Thunderbird. Thunderbird does not currently have a right of
first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Thunderbird's proposed business
operations.
The officers and directors are, so long as they are officers or directors of
Thunderbird, subject to the restriction that all opportunities contemplated by
Thunderbird's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to Thunderbird and the companies that
they are affiliated with on an equal basis. A breach of this requirement will
be a breach of the fiduciary duties of the officer or director. Subject to the
next paragraph, if a situation arises in which more than one company desires
to merge with or acquire that target company and the principals of the proposed
target company have no preference as to which company will merge or acquire
such target company, the company of which the President first became an officer
and director will be entitled to proceed with the transaction. Except as set
forth above, Thunderbird has not adopted any other conflict of interest policy
with respect to such transactions.
Investment company act of 1940
Although Thunderbird will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes Thunderbird
will not be subject to regulation under the Investment Company Act of 1940
insofar as Thunderbird will not be engaged in the business of investing or
trading in securities.In the event Thunderbird engages in business combinations,
which result in Thunderbird holding passive investment interests in a number of
entities, Thunderbird could be subject to regulation under the Investment
Company Act of 1940. In such event, Thunderbird would be required to register
as an investment company and could be expected to incur significant
registration and compliance costs. Thunderbird has obtained no formal
determination from the Securities and Exchange Commission as to the status of
Thunderbird under the Investment Company Corp. Act of 1940 and, consequently,
any violation of such Act would subject Thunderbird to material adverse
consequences.
-21-
Item 6. Executive compensation
There is no executive compensation given to any officer or director. It is
possible that, after Thunderbird successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or more members of Thunderbird's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. It is possible that persons associated with
management may refer a prospective merger or acquisition candidate to
Thunderbird. In the event Thunderbird consummates a transaction with any
entity referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted common
stock issued by Thunderbird as part of the terms of the proposed transaction,
or will be in the form of cash consideration. However, if such compensation is
in the form of cash, the acquisition or merger candidate will tender such
payment, because Thunderbird has insufficient cash available. The amount of
such finder's fee cannot be determined as of the date of this registration
tatement, but is expected to be comparable to consideration normally paid in
like transactions. No member of management of Thunderbird will receive any
finder's fee, either directly or indirectly, as a result of his or her
respective efforts to implement Thunderbird's business plan outlined herein.
Persons "associated" with management are meant to refer to persons with whom
management may have had other business dealings, but who are not affiliated
with or relatives of management. The Registrant for the benefit of its
employees has adopted no retirement, pension, profit sharing, stock option or
insurance programs or other similar programs.
Item 7. Certain relationships and related transactions
There are no relationships, transactions, or proposed transactions to which
the registrant was or is to be a party, in which any of the named persons set
forth in Item 404 of Regulation SB had or is to have a direct or indirect
material interest.
Item 8. Legal proceedings.
Thunderbird is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against Thunderbird has been
threatened.
Item 9. Market for common equity and related stockholder matters.
Thunderbird's common stock is not traded on any exchange or OTC market.
Management has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such market
maker in the after-market for Thunderbird's securities and management does not
intend to initiate any such discussions until such time as Thunderbird has
consummated a merger or acquisition. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. After a merger or acquisition has been completed, Thunderbird's
officers and directors will most likely be the people to contact prospective
market makers. It is also possible that persons associated with the entity
that merges with or is acquired by Thunderbird will contact prospective market
makers. Thunderbird does not intend to use consultants to contact market makers.
-22-
Market price
The Registrant's Common Stock is not quoted at the present time. Effective
August 11, 1993, the Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes relevant to
Thunderbird, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to
be made about the risks of investing in penny stocks in both public offerings
and in secondary trading, and about commissions payable to both the broker-
dealer and the registered representative, current quotations for the securities
and the rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The National Association
of Securities Dealers, Inc. (the "NASD"), which administers NASDAQ, has
recently made changes in the criteria for initial listing on the NASDAQ Small
Cap market and for continued listing. For initial listing, a company must have
net tangible assets of $4 million, market capitalization of $50 million or net
income of $750,000 in the most recently completed fiscal year or in two of the
last three fiscal years. For initial listing, the common stock must also have
a minimum bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets and a
$1,000,000 market value of its publicly traded securities. In addition,
continued inclusion requires two market makers and a minimum bid price of
$1.00 per share.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate, which will allow Thunderbird securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, that Thunderbird will qualify
its securities for listing on NASDAQ or some other national exchange, or be
able to maintain the maintenance criteria necessary to insure continued
listing. The failure of Thunderbird to qualify its securities or to meet the
relevant maintenance criteria after such qualification in the future may result
in the discontinuance of the inclusion of Thunderbird securities on a national
exchange. In such events, trading, if any, in Thunderbird securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of, Thunderbird securities.
-23-
Holders
As of October 10, 2000, 36 shareholders hold 17,000 shares of stock. All of
these shareholders hold restricted stock pursuant to, Section 4(2) exemption.
All shareholders hold restricted stock pursuant to Rule 144.
Shares sold in the future may have to comply with Rule 144.
17,000 shares were originally issued to VIP Worldnet, Inc. These shares were
issued in reliance on the private placement exemption under the amended
Securities Act of 1933.
VIP Worldnet, Inc has gifted or transferred for services 3,400 of these shares.
Such shares will not be available for sale in the open market without separate
registration except in reliance upon Rule 144 under the Act.
In general, under Rule 144 a person (or persons whose shares are aggregated)
who has beneficially owned shares acquired in a non-public transaction for at
least one year, including persons who may be deemed affiliates of Thunderbird
(as that term is defined under the Act) would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ during
the four calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the shares
owned by management were sold pursuant to Rule 144 or a registered offering,
the market price of the common stock could be adversely affected.
Dividends
The Registrant has not paid any dividends to date and has no plans to do so
in the immediate future.
Item 10. Recent sales of unregistered securities.
None
Item 11. Description of securities.
Common stock
Thunderbird was incorporated on January 13th, 1992 as Thunderbird Mining,
Milling, and Chemical Corp., with an authorized share capital of Fifty Million
(50,000,000) shares of Common Stock at a par value of $1.00. There are currently
-24-
17,000 shares issued to 36 shareholders. These shares were restricted under
Rule 144 of the Securities Act of 1933, as amended.
The Thunderbird Articles of Incorporation authorizes the issuance of 50,000,000
shares of Common stock, of which 17,000 are issued and outstanding. The shares
are non-assessable, without pre-emptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to one vote for each
share on all matters to be voted on by the stockholders. The shares are
without pre-emptive rights and do not carry cumulative voting rights. Holders
of common shares are entitled to share ratably in dividends, if any, as may be
declared by Thunderbird from time-to-time, from funds legally available. In
the event of a liquidation, dissolution, or winding up of Thunderbird, the
holders of shares of common stock are entitled to share on a pro-rata basis
all assets remaining after payment in full of all liabilities. Management is
not aware of any circumstances in which additional shares of any class or
series of Thunderbird's stock are to be issued to management or promoters, or
affiliates or associates of either.
Future tradability of shares.
On January 21, 2000, Mr. Richard K. Wulff, Chief of Office of Small Business
for the SEC, issued an interpretative letter to Mr. Ken Worm, Assistant
Director of the OTC Compliance Unit of the NASD Regulation, concerning the
tradability of stock issued in limited operation companies. Mr. Wulff's
interpretation was that stock issued or gifted under an exemption under the
1933 Act would not be considered free trading.
Item 12. Indemnification of directors and officers.
Thunderbird and its affiliates may not be liable to its shareholders for errors
in judgment or other acts or omissions not amounting to intentional misconduct,
fraud, or a knowing violation of the law, since provisions have been made in
the Articles of incorporation and By-laws limiting such liability. The Articles
of Incorporation and By-laws also provide for indemnification of the officers
and directors of Thunderbird in most cases for any liability suffered by them
or arising from their activities as officers and directors of Thunderbird if
they were not engaged in intentional misconduct, fraud, or a knowing violation
of the law. Therefore, purchasers of these securities may have a more limited
right of action than they would have except for this limitation in the Articles
of Incorporation and By-laws. The officers and directors of Thunderbird are
accountable to Thunderbird as fiduciaries, which means such officer and
director are required to exercise good faith and integrity in handling
Thunderbird's affairs. A shareholder may be able to institute legal action on
behalf of himself and all others similarly stated shareholders to recover
damages where Thunderbird has failed or refused to observe the law. Shareholders
may, subject to applicable rules of civil procedure, be able to bring a class
action or derivative suit to enforce their rights, including rights under
certain federal and state securities laws and regulations. Shareholders who
have suffered losses in connection with the purchase or sale of their interest
Thunderbird in connection with such sale or purchase, including the
misapplication by any such officer or director of the proceeds from the sale
of these securities, may be able to recover such losses from Thunderbird.
-25-
Item 13. Financial statements
The financial statements and supplemental data required by this Item 13 follow
the index of financial statements appearing at Item 15 of this Form 10-SB.
Item 14. Changes in and disclosure with accountants on accounting and
financial disclosure.
The Registrant has not changed accountants since its formation, and Management
has had no disagreements with the findings of its accountants.
Item 15. Financial statements and exhibits.
Exhibits
3.1 Articles of Incorporation
3.2 By-Laws
24.1 Consent of Accountant
25.1 Power of Attorney
-26-
Signatures
In accordance with Section 12 of the Securities Act of 1934, the Registrant
caused this registration to be signed on its behalf by the undersigned,
thereunto duly authorized.
Thunderbird Mining, Milling, and Chemical Corp.
By:/s/__________________________
David Barnes, President.
-27-
THUNDERBIRD MINING,MILLING, AND CHEMICAL CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
October 31, 2000
March 31, 2000
March 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT. . . . . . . . . . . . . . . . . . . . .1
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . 3
STATEMENT OF OPERATIONS. . . . . . . . . . . . . .. . . . . . . . . 4
STATEMENT OF STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . . . . . . . . .6
NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .7-10
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361 -8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors November 1, 2000
Guaranty Securities, Ltd.
Salt Lake, Utah
I have audited the accompanying Balance Sheets of THUNDERBIRD MINING,
MILLING, AND CHEMICAL CORP. (A Development Stage Company), as of October 31,
2000, March 31, 2000, and March 31, 1999, and the related Statements of
Operations, Stockholders' Equity, and Cash Flows for the period April 1, 2000
to October 31, 2000, the two years ended March 31, 2000, and March 31, 1999,
and the period January 13, 1992, (inception), to October 31, 2000. These
Financial Statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these Financial Statements
based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the Financial Statements referred to above present fairly, in
all material respects,the financial position of THUNDERBIRD MINING, MILLING AND
CHEMICAL CORP. (A Development Stage Company), as of October 31, 2000, March
31, 2000, and March 31, 1999, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the period of April 1, 2000, to
October 31, 2000, the two years ended March 31, 2000, and March 31, 1999, and
the period January 13, 1992, (inception), to October 31, 2000, in conformity
with generally accepted accounting principles.
The accompanying Financial Statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.Management's
plan in regard to these matters is described in Note #5. These financial state-
ments do not include any adjustments that might result from the outcome of
this uncertainty.
Barry L. Friedman
Certified Public Accountant
<TABLE>
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
BALANCE SHEET
<CAPTION>
ASSETS
<S> <C> <C> <C>
October March March
31, 2000 31, 2000 31, 1999
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<TABLE>
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
BALANCE SHEET
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
October March March
31, 2000 31, 2000 31, 1999
CURRENT LIABILITIES $ 0 $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par Value $1.00
Authorized 50,000,000 shares
Issued and outstanding at
March 31, 1999 -
17,000,000 shares $ 17,000
March 31, 2000 -
17,000,000 shares $ 17,000
October 31, 2000 $ 17,000
17,000 shares
Additional Paid-In Capital 0 0 0
Deficit accumulated during
The development stage -17,000 -17,000 -17,000
TOTAL STOCKHOLDERS' LIABILITY $ 0 $ 0 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<TABLE>
THUNDERBIRD, MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
<CAPTION>
STATEMENT OF OOPERATIONS
<S> <C> <C> <C> <C>
April 1, Year Year Jan.13, 1992
2000, to Ended Ended (Inception)
Oct. 31, Mar. 31, Mar. 31, to Oct. 31,
2000 2000 1999 2000
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General and
Adminstrative $ 0 $ 0 $ 0 $ 17,000
TOTAL EXPENSES $ 0 $ 0 $ 0 $ 17,000
NET LOSS $ 0 $ 0 $ 0 $-17,000
Net Loss per share
Basic and Diluted
(Note #2) $ NIL $ NIL $ NIL $ -.0010
Weighted average
Number of Common
shares outstanding 17,000,00 17,000,000 17,000,000 17,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<TABLE>
THUNDERBIRD, MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance,
March 31, 1998 17,000 $ 17,000 $ 0 $ -17,000
Net loss year ended
March 31, 1999 0
Balance,
March 31, 1999 17,000 $ 17,000 $ 0 $ -17,000
Net loss year ended
March 31, 2000 0
Balance,
March 31, 2000 17,000 $ 17,000 $ 0 $ -17,000
Net loss
April 1, 2000 to
October 31, 2000 0
Balance,
October 31, 2000 17,000 $ 17,000 $ 0 $ -17,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<TABLE>
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
<CAPTION>
STATEMENT OF CASH FLOWS
<S> <C> <C> <C> <C>
Apr. 1, Year Year Jan. 13, 1992
2000, to Ended Ended (Inception)
Oct. 31, Mar. 31, Mar. 31, to Oct. 31,
2000 2000 1999 2000
Cash Flows from
Operating Activities
Net Loss $ 0 $ 0 $ 0 $ -17,000
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Stock for
mining Claims 0 0 0 +17,000
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 0
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of Period 0 0 0 0
Cash, End of period $ 0 $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
THUNDERBIRD, MINING,MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #l - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 13, 1992, under the laws of the State of
Arizona as THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP. The Company
currently has no operations and in accordance with SFAS #7, is considered
a development company.
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Equivalents
When the Company has cash, it will maintain a cash balance in a non-interest-
bearing bank that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments with
the maturity of three months or less are considered to be cash equivalents.
There are no cash equivalents as of October 31, 2000.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
-7-
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up
Activities" which provides guidence on the financial reporting or start-up
costs and organization costs. It requires most costs of start-upactivities
and organization costs to be expensed as incurred. SOP 98-5 is effective for
fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5,
there has been little or no effect on the Company's Financial Statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period.Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of October 31,
2000, the Company had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
The Y2K issue has had no effect on this Company.
-8-
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #3 - INCOME TAXES
There is no provision for income taxes for the period ended October 31, 2000.
The Company's total deferred tax asset as of March 31, 2000, is as follows:
Net operation loss carry forward $ 17,000
Valuation allowance $ 17,000
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2007.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE #4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
consists of 50,000,000 shares with a par value $1.00 per share.
Preferred Stock
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP. has no preferred stock.
On January 13, 1992,the Company issued 550,000 shares of it Thunderbird stock
for twenty-nine unpatented placer mining claims located in the capital Search-
light mining district, in Clark County,in the State of Nevada. On January 20th,
1992, the 550,000 shares issued were decreased to 550. This transaction was
valued at $550.00. In addition, on January 25, 1992, theCompany issued 16,450
shares of its stock for sixteen asbestos mining claims in Maricopa County, AZ.
This transaction was valued at $16,450,00. These claimswere abandoned on August
9, 1997.
-9-
THUNDERBIRD MINING, MILLING, AND CHEMICAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #5 GOING CONCERN
The Company's financial statements are prepared using 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 does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. Until that time, the stockholders/officers and or directors have
committed to advancing the operating costs of the Company and forgiving any
such cost incurred.
NOTE #6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer
of the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE #7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
-10-
