SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 0-24372
THE THORSDEN GROUP, LTD.
(Exact name of small business issuer as specified in its charter)
Delaware 33-0611746
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization fication No.)
4505 South Wasatch Blvd., Suite 340, Salt Lake City, UT 84124
(Address of Principal Executive Offices) (Zip Code)
(801)424-0044
(Registrant's Telephone Number, including Area Code)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of November 14, 1997, there were 20,000,000 shares of the issuer's common
stock, par value $.001 per share, issued and outstanding.
Transitional Small Business Disclosure Format
(Check one):
Yes No X
--- ---
<PAGE>
THE THORSDEN GROUP, LTD.
(A Company in the Development Stage)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31, September 30,
1997 1997
---------- -------------
<S> <C> <C>
CURRENT ASSETS - CASH $ 0 $ 0
---------- ----------
TOTAL ASSETS $ 0 $ 0
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES - Accounts payable $ 2,799 $ 2,829
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding
Common Stock, $.001 par value; 20,000,000 shares
authorized; 424,600 shares issued and outstanding 425 425
Additional paid-in Capital 821 821
Accumulated deficit during the development stage (4,045) (4,075)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (2,799) (2,829)
========== ==========
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
THE THORSDEN GROUP, LTD.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE THREE CUMULATIVE
ENDED MONTHS ENDED FROM INCEPTION
September 30, September 30, (June 11, 1992)
1997 1996 1997 1996 TO September 30 1997
-------------------- ---------------------- --------------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
--------- -------- --------- --------- ---------
OPERATING EXPENSES
General and Administrative 30 30 15 15 3,812
Amortization - 28 - 14 263
--------- -------- --------- --------- ---------
TOTAL OPERATING EXPENSES 30 58 15 29 (4,075)
NET (LOSS) $ (30) (58) (15) (29) (4,075)
NET (LOSS) PER SHARE $ (Nil) (Nil) (Nil) (Nil) $ (.01)
========== ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 424,000 424,600 424,600 424,000 420,214
========== ========= ========= ========= =========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
THE THORSDEN GROUP, LTD.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
CUMULATIVE
FOR THE SIX MONTHS FOR THE THREE FROM INCEPTION
ENDED MONTHS ENDED (June 11, 1992)
September 30, September 30, TO
1997 1996 1997 1996 September 30, 1997
----------------------- --------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net (Loss) $ (30) $ (58) $ (15) $ (29) $ (4,075)
Add item not requiring the
use of cash - 28 - 14 263
Increase (decrease) in accounts
payable 30 30 15 15 2,829
--------- --------- --------- -------- ------------
Net cash flows from operating
activities - - - - (983)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational Costs - - - - (263)
--------- --------- --------- -------- ------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution to Capital - - - - 500
Sale of Common Stock - - - - 746
--------- --------- --------- -------- ------------
Net Cash flows from financing
activities - - - - 1,246
NET INCREASE (DECREASE) IN CASH (763)
--------- --------- --------- -------- ------------
CASH BALANCE AT BEGINNING
OF PERIOD - - - - 763
--------- --------- --------- -------- ------------
CASH BALANCE AT END OF
PERIOD $ - $ - $ - $ - $ -
========= ========= ========= ======== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
THE THORSDEN GROUP, LTD.
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1997
1. Comments
The accompanying financial statements are unaudited, but in the opinion
of the management of the Company, contain all adjustments, consisting of
only normal recurring accruals necessary to present fairly the financial
position at September 30, 1997, the results of operations for the three and six
months ended September 30, 1997 and 1996, and the cash flows for the three and
six months ended September 30, 1997 and 1996.
Reference is made to the Company's Form 10-KSB for the year ended March
31, 1997. The results of operations for the three and six months ended
September 30, 1997 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending March 31, 1997.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has limited working capital and no activities. Subsequent
to the end of the period covered by this report, on October 11, 1997, the
Company entered into an agreement, through a wholly owned subsidiary, Thorsden
Acquisition Corp. ("TAC"), a Utah corporation, by which TAC was merged with
and into Arkona, Inc.("Arkona"), a Utah corporation, pursuant to an Agreement
and Plan of Merger, among TAC, Arkona, and the Company (the "Merger
Agreement". The Merger is intended to be a tax-free "reverse triangular
merger" for federal income tax purposes and is to be accounted for as a
recapitalization of the Company by an exchange of Common Stock, $.001 par
value ("Thorsden Common Stock"), for all of the issued and outstanding Common
Stock of Arkona, no par value (the "Arkona Common Stock").
Under the terms of the Merger Agreement, the shares of Arkona Common
Stock outstanding immediately prior to the closing of the Merger were
converted into and exchanged for a total of 14,000,000 shares of Thorsden
Common Stock"), which represented approximately 70% of the shares of the
Registrant's Common Stock outstanding immediately after consummation of the
Merger.
As contemplated by the Merger Agreement, the Board of Directors of
Arkona was elected to serve as the new Board of Directors of the Company.
That Board now consists of nine persons. Such persons began their term of
office as directors of the Company immediately following the effective time of
the Merger. The former members of the Registrant's Board of Directors resigned
at the effective time of the Merger. Consequently, the Arkona Board members,
who are also the former shareholders of Arkona, if they act together, have
effective control of the business and affairs of the Registrant. Upon the
effectiveness of the Merger, the nine new Board members as a group held an
aggregate of 14,000,000 shares of Thorsden Common Stock, representing
approximately 70% of the outstanding shares of Thorsden Common Stock.
Upon consummation of the Merger, Thorsden anticipates incurring $80,000
in transaction costs associated with the Merger which it will record against
equity. This amount is a preliminary estimate and there can be no assurance
that Thorsden will not incur additional charges to reflect costs associated
with the Merger.
Prior to the closing of the Merger, Thorsden completed a private
placement of 4,000,000 shares of Thorsden Common Stock for $2,000,000, which
represents approximately 20% of the total issued and outstanding shares of
Thorsden Common Stock immediately following completion of the Merger. The
purchasers of such shares of Thorsden Common Stock in the private placement
paid cash of $958,000 and marketable securities for the balance of the
purchase price. The shares issued in such private placement are restricted
securities and bear restrictive legends.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits--None
Reports on Form 8-K--None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE THORSDEN GROUP, LTD.
Date: November 18, 1997 By: /s/ Stephen Russell
----------------------
Stephen Russell, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND AS OF SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,829
<BONDS> 0
0
0
<COMMON> 1,246
<OTHER-SE> (4,075)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 30
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (30)
<INCOME-TAX> 0
<INCOME-CONTINUING> (30)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
