SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB


GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant To Section 12(g) of the Securities Exchange Act of 1934


Thor Ventures Corp.


         Florida                                    98-0211356
(Jurisdiction of Incorporation)         (I.R.S. Employer Identification No.)


24843 Del Prado, Suite 318, Dana Point CA                     92629
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (949) 248-1765

The following Securities are to be registered pursuant to Section 12(g) of the
Act:

Class-A Common Voting Equity Stock

5,917,000

December 28, 1999

The EXHIBIT INDEX is located at page 42 - of this Registration Statement

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PART I

Unnumbered Item: Introduction

This registration statement is voluntarily filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, in order to comply with the requirements of National Association of Securities Dealers for continued quotation on the Over the Counter Bulletin Board, often called "OTCBB". This Registrant's common stock is presently quoted on the OTCBB. The requirements of the OTCBB are that the financial statements and information about the Registrant be reported periodically to the Commission and be and become information that the public can access easily. This Issuer wishes to report and provide disclosure voluntarily, and will file periodic reports in the event that its obligation to file such reports is suspended under the Exchange Act.

This Registrant may be the subject of a "Reverse Acquisition". A reverse acquisition is the acquisition of a private ("Target") company by a public company, by which the private company's shareholders acquire control of the public company. While no negotiations are in progress, and no potential targets have been identified, the business plan of this Registrant is to find such a target or targets, and attempt to acquire them for stock. While no such arrangements or plans have been adopted or are presently under consideration, it would be expected that a reverse acquisition of a target company or business would be associated with some private placements and/or limited offerings of common stock of this Registrant for cash. Such placements, or offerings, if and when made or extended, would be made with disclosure and reliance on the businesses and assets to be acquired, and not upon the present condition of this Registrant.


Item 1. Description of Business.

(a) Business Development.

(1) Form and Year of Organization. Thor Ventures Corp. ("the Registrant") was incorporated in Florida on September 12, 1989. The Registrant had no business plan or business activities until April 9, 1998. On April 9, 1998, the Registrant acquired a 35% equity interest in Job Industries Ltd. ("Job") from Stamford International Inc. ("Stamford") for Cdn$2,400,000 (approximately US$1,685,393). Job is a British Columbia incorporated public company listed on the Vancouver Stock Exchange. Job owns 92.5% of IXTAL Blast Technology Corporation which has a number of patents concerning its Crystalline Ice Blast Technology used in industrial surface cleaning, stripping and preparation processes. The Registrant acquired 5,905,250 common shares and warrants to purchase an additional 1,880,000 shares of Job in a private transaction with Stamford. On June 2, 1998, 650,000 of the warrants were exercised and the balance of the warrants expired. As a result of this acquisition, the Registrant owned 6,555,250 common shares of Job. As consideration for the securities, the Registrant issued 3,425,000 common shares to settle Cdn$1,215,875 (US$856,250) in debt owed to four creditors of Stamford, and issued a promissory note to Stamford for the remaining Cdn$1,253,225 (US$880,074). Thor acquired the shares for investment purposes and all of these shares have since been sold to cover debts in connection with this transaction. SEE NOTES 4-6 INCLUSIVE IN

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THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998 FOR FURTHER EXPLANATION OF THIS TRANSACTION.

On May 31, 1999, the Registrant issued 4,000,000 restricted common shares in exchange for all of the issued and outstanding shares of IWT Pharma Corp. and 100,000 shares as a finder's fee to Canaccord Securities. In November, 1999, this transaction was terminated and the 4,100,000 shares were returned to the Registrant and cancelled.

To date the Registrant has not succeeded in launching operations pursuant to its original business plan, and that plan was abandoned on November 30, 1999. Management is presently engaged in a search for a profitable business opportunity, by acquisition or combination.

After abandoning its business plan, it became a company whose business plan was to find a profitable business combination. As a practical matter, the Registrant is required to register its common stock pursuant to ss.12(g) of the 1934 Act, and to pursue continued acceptance for quotation on the OTCBB if it is to have any chance to compete with other issuers or registrants, for business combinations by reverse acquisition. There are no lock-up or shareholder pooling agreements between or among shareholders of this Registrant. All shares are owned and controlled independently by the persons to whom they are issued. This Registrant has no Internet address.

Founders Shares: On August 2, 1991, the Registrant issued 1,000,000 shares of common stock pursuant to section 4(2) of the Securities Act of 1933 for services valued at $1,000. 950,000 of these shares were issued to the company's President and sole Director, Eric P. Littman, and 25,000 of these shares were issued to his wife, Jayne Littman. These 975,000 shares were affiliate restricted. 25,000 shares in the initial issuance were issued to 25 non-affiliated investors.

Further Issuances: On April 29, 1998, the Registrant issued 3,525,000 shares of it's $0.01 par value common stock at a price of $0.25 per share for an assignment of receivables in the amount of $856,250 and for cash in the amount of $25,000, pursuant to Regulation D, Rule 504, promulgated by the Commission pursuant to section 3(b) of the 1933 Act.

On March 26, 1999, the Registrant issued 1,180,000 shares of it's $0.01 par value common stock at a price of $0.10 per share to various shareholders for cash in the amount of $118,000, also pursuant to Rule 504.

On June 10, 1999, the Registrant acquired all of the issued and outstanding shares of IWT Pharma Corp., in exchange for 4,000,000 shares of its $0.01 par value common stock. In addition, the Registrant issued 100,000 shares for finders' fees. These shares have since been returned to the Registrant for cancellation.

On September 14, 1999, the Registrant issued 73,000 shares of its $0.01 par value common stock at a deemed value of $73,000 to settle a portion of their accounts payable.

On October 28, 1999, the Registrant issued 139,000 shares of its common stock to a single sophisticated investor pursuant to Regulation D, Rule 506 in a private placement for $139,000. See

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Note 11 to Financial Statement of September 30, 1999, for further description of
this issuance which was used to settle debt.

As a result of the foregoing, on this date the Registrant had 5,917,000 shares issued and outstanding, among approximately 35 shareholders.

==============================================================
          Issuance:
      Reference Number                              Original
          Exemption                                Issuances
--------------------------------------------------------------
          1-ss.4(2)                                1,000,000
--------------------------------------------------------------
          2-Rule 504                               3,525,000
--------------------------------------------------------------
          3-Rule 504                               1,180,000
--------------------------------------------------------------
         4-Rule 504                                4,100,000
--------------------------------------------------------------
       5-Cancellation                              4,100,000
--------------------------------------------------------------
           6-ss.4(2)                                  73,000
--------------------------------------------------------------
          7-ss.4(2)                                  139,000
--------------------------------------------------------------
           Totals                                  5,917,000
==============================================================

Substantially all of its non-affiliate owned shares have become or were from issuance free of restriction in conformity with Rule 144, and might be resold in brokerage transactions, in compliance with that Rule. Please see ITEM 8 of this PART I, DESCRIPTION OF SECURITIES, for more information.

(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to date.

(b) Business of the Issuer. This Registrant has no current business. Its business plan is to seek one or more profitable business combinations or acquisitions to secure profitability for shareholders. It has no day to day operations at the present time. Its officers and directors devote only insubstantial time and attention to the affairs of this Issuer at the present time, for the reason that only such attention is presently required. Management has adopted a conservative and patient policy of seeking opportunities of exceptional quality, in management's view, and to accept that it may have to wait longer, as a result, before consummating any transactions to create profitability for its shareholders. For continued quotation on the OTC Bulletin Board on or after April of 2000, Management has determined that it must so qualify itself by this 1934 Act Registration of its common stock, as a class, pursuant to ss.12(g) of the Securities Act of 1934, before it can present itself as a viable competitor in the reverse acquisition arena.

Limited Scope and Number of Possible Acquisitions: The Registrant does not intend to restrict its consideration to any particular business or industry segment, and the Registrant may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, service, natural resources, manufacturing or high-technology. Of course, because of the Registrant's limited resources, the scope and number of suitable candidate business ventures available

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will be limited accordingly, and most likely the Registrant will not be able to participate in more than a single business venture. Accordingly, it is anticipated that the Registrant will not be able to diversify, but may be limited to one merger or acquisition because of limited financing. This lack of diversification will not permit the Registrant to offset potential losses from one business opportunity against profits from another. To a large extent, a decision to participate in a specific business opportunity may be made upon management's analysis of the quality of the other firm's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific firm may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Registrant will be dependent upon the management of a business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of, required changes. Because the Registrant may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasized that the Registrant may incur further risk due to the failure of the target's management to have proven its abilities or effectiveness, or the failure to establish a market for the target's products or services, or the failure to prove or predict profitability.

Probable Industry Segments for Acquisition. While the Registrant does not intend to rule out its consideration to any particular business or industry segment, Management has determined to focus its principal interest in evaluating development stage companies in the electronic commerce, high-technology, communication technologies, information services and internet industry segments. It is nevertheless possible that an outstanding opportunity may develop in other industry segments, such as finance, brokerage, insurance, transportation, communications, research and development, service, natural resources, manufacturing or other high-technology areas.

Reporting under the 1934 Act. Following the effectiveness of this 1934 Act Registration of the common stock of this Registrant, certain periodic reporting requirements will be applicable. First and foremost, a 1934 Registrant is required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the end of its fiscal year. The key element of such annual filing is Audited Financial Statement prepared in accordance with standards established by the Commission. A 1934 Act Registrant also reports on the share ownership of affiliates and 5% owners, initially, currently and annually. In addition to the annual reporting, a Registrant is required to file quarterly reports on Form 10-Q or 10-QSB, containing audited or un-audited financial statements, and reporting other material events. Some events are deemed material enough to require the filing of a Current Report on Form 8- K. Any events may be reported currently, but some events, like changes or disagreements with auditors, resignation of directors, major acquisitions and other changes require aggressive current reporting. All reports are filed and become public information. The practical effects of the foregoing requirements on the criteria for selection of a target company are two-fold: first, the target must have audited or auditable financial statements, and the target must complete an audit for filing promptly upon the consummation of any acquisition; and, second, that the target management must be ready, willing and able to carry forth those reporting requirements or face de-listing from the OTCBB, if listed, and delinquency and possible liability for failure to report.

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Transactions with Management. There is no present or foreseeable potential that this Registrant will acquire a target business or company in which its present management or principal shareholder, or affiliates, have an ownership interest. Consideration has been given to corporate policy in this regard, and it has been determined not to permit any transaction in other than an arm's length acquisition of business assets owned and controlled by unrelated third party interests. The basis for this policy is two fold: first, that related party transactions are unnecessary in the judgment of management and involve risks not necessary to invite; and second that related party transactions do not offer the potential profitability for shareholders, that management believes exists presently in the market place for public issuers amenable to reverse merger transactions.

Finders fee for Management. No finder's fees will be payable to Management in connection with any forseeable reverse acquisition. Management is identified with the principal shareholder. The Principal Shareholder's remaining share ownership following any reverse acquisition, and the Principal Shareholder might be expected to sell its controlling interest for consideration from the acquiring shareholders of the acquisition target. Depending on the quality of the target company, the principal shareholder may sell all, some, or none of the control block, as matters for arm's length deal-making, when it comes to that stage. Additionally, the Principal Shareholder is the Principal Consultant and provides, has provided and may provide corporate services to the Registrant, billable hourly in an established and customary manner. No finders fees, commissions or other bonuses to Management, Principal Shareholder, or affiliates, for securing or in connection with any acquisition, will be paid or payable, as a matter of both current economic conditions and corporate policy. Management has determined that in its view of the current market for such transactions, such fees or bonuses are not justifiable.

Consultants. The Registrant has no consultants.

Loan Financing not anticipated. There are no foreseeable circumstances under which loan financing will be sought or needed during Registrant's present development stage.

Dependence on Management. This Registrant is required to rely on Management's skill, experience and judgement, both in regard to extreme selectivity, and in any final decision to pursue any particular business venture, as well as the form of any business combination, should agreement be reached at some point to acquire or combine. Please see Item 2 of this Part, MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, and also Item 7 of this Part, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(1) Principal Products or Services and their Markets. None.

(2) Distribution Methods of the products or services. None.

(3) Status of any publicly announced new product or service. None.

(4) Competitive business conditions and the small business issuer's competitive position in the industry. Other better capitalized firms are engaged in the search for acquisitions or business combinations which firms may be able to offer more and may be more attractive to acquisition candidates. This Registrant became a candidate for reverse acquisition transactions only this past October. Management, in evaluating market conditions and unsolicited proposals, has formed the

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estimate that the selection of a business combination is probable within the next twelve months. There is no compelling reason why this Registrant should be preferred over other reverse-acquisition public corporation candidates. It has no significant pool of cash it can offer and no capital formation incentive for its selection. It has a limited shareholder base insufficient for acquisition targets wishing to proceed for application to NASDAQ. In comparison to other "public shell companies" this Registrant is unimpressive, in the judgment of management, and totally lacking in unique features which would make it more attractive or competitive than other "public shell companies". While management believes that the competition of other "public shell companies" is intense and growing, it has no basis on which to quantify its impression. This Registrant is not desperate or overly eager to find a business partner, and its management has resolved to allow such time as may be required to find an opportunity of superior value and potential. Notwithstanding the confidence of management in its knowledge, skill and that of its consultants and principal shareholder, there can be no assurance that this Issuer will prove competitively attractive to the kinds of transactions it seeks. Please See Item 2 of this part, MANAGEMENT'S DISCUSSION AND ANALYSIS, for more information and disclosure.

(5) Sources of and availability of raw Materials and the names of principal suppliers. Not Applicable.

(6) Dependence on one or a few major customers. Not Applicable.

(7) Patents, Trademarks, licenses, franchises, concessions, royalty agreements or labor contracts. None.

(8) Need for any government approval of principal products or services and status. Not Applicable.

(9) Effect of existing or probable governmental regulations on the business. Not Applicable. However, this Issuer would expect to maintain its corporate status with the State of its incorporation, and would file its tax returns and reports required to be filed with the Commission. This Issuer wishes to report and provide disclosure voluntarily, and will file periodic reports in the event that its obligation to file such reports is suspended under the Exchange Act. If and when this 1934 Act Registration is effective and clear of comments by the staff, this Issuer will be eligible for continued quotation on the OTCBB for the purchase and sale of the shares of its common stock in brokerage transactions. In connection with such continuation on the OTCBB, this Registrant would expect to comply with NASD regulations, to the extent that any such regulations are applicable to the conduct of the Registrant's affairs.

(10) Estimate of amount spent on research and development in each of last two years. None.

(11) Costs and effects of compliance with environmental laws. Not Applicable

(12) Number of total employees and full-time employees. None. The Registrant has one officer who serves for compensation.

(13) Year 2000 Compliance, effect on customers and suppliers. None. The Issuer has no computers or digital equipment of its own, nor suppliers or customers. Accordingly, the Issuer has

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determined that it is faced with no year 2000 compliance issues other than those shared by the public in general.


Item 2. Managements Discussion and Analysis or Plan of Operation.

(a) Plan of Operation. This Registrant has no current business. Its business plan is to seek one or more profitable business combinations or acquisitions to secure profitability for shareholders.

(1) Plan of Operation for the next twelve months. This Issuer's Management, and this Issuer's Principal shareholder are in continuous receipt of proposals from high-technology, telecommunication and internet projects, some new start-up, some with significant research and development in progress. It has not been and is not believed to be necessary for this Issuer to advertise, or for management to travel in search of candidates. It is likely that management might travel in connection with a candidate it intends to select and with which it intends to enter into a committed relationship. Extensive due diligence and evaluation of proposals is made by the principal shareholder in connection with its own business, and perforce for the benefit of this Issuer.

(i) Cash Requirements and of Need for additional funds, twelve months. This Registrant has no immediate or forseeable need for additional funding, from sources outside of its circle of shareholders, and their consultants, during the next twelve months. The expenses of its audit, legal and professional requirements, including expenses in connection with this 1934 Act Registration of its common stock, have been and continue to be advanced by its management and principal shareholder. No significant cash or funds are required for its Management to evaluate possible transactions. Management reports that proposals are regularly made to management and that it has not proven necessary for management to engage in costly search procedures. The Issuer enjoys the non-exclusive use of office, telecommunication and incidental supplies of stationary, provided by its Officer and Attorneys.

In the event, contrary to the expectation of management, that no combination is made within the next twelve months, this Issuer may be forced to deal with minimal costs involved in maintenance of corporate franchise and filing reports as may be required, when and if this 1934 Act registration is effective. Should this become necessary, the maximum amount of such advances is estimated not to exceed $20,000. These expenses would involve legal and auditing expenses. The Consultant and Counsel have agreed, informally, to defer compensation, pending acquisition. It is possible that any advances may be settled by compensation in common stock. Should further auditing be required, such services by the Independent Auditor may not be the subject of deferred compensation.

The following language is found in Note 1 of the financial statement as of December 31, 1998, of the independent auditor: "The Company was organized on September 12, 1989, under the laws of the State of Florida, as Thor Ventures Corp. The Company currently has no operations and, in accordance with SFAS #7, is considered a development stage company."

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After some unsuccessful efforts to launch operations, the original business plan was abandoned on or about November 30, 1999. The Registrant has no present business or business plan other than to seek a profitable business combination, most likely in a reverse acquisition or similar transaction. Accordingly, its plan is to seek one or more profitable business combinations or acquisitions to secure profitability for shareholders. The Issuer will be concentrating on selecting a business combination candidate, when its 1934 Act Registration is effective and complete. No current fund raising programs are being conducted or contemplated before merger, acquisition or combination is announced, and then any such capital formation would be offered to investors based upon the assets and businesses to be acquired, and not on this Registrant in its present condition, without businesses, revenues, or income producing assets.

It is unlikely that this company can attract capital before it identifies an acquisition target. It is likely that this company can attract capital when it has done so, based upon the attractiveness of businesses and assets to be acquired.

This Issuer does not anticipate any contingency upon which it would voluntarily cease filing reports with the SEC, even though it may cease to be required to do so. It is in the compelling interest of this Issuer to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties, and also specifically to maintain its qualification for the OTCBB, if and when the Issuer's intended application for submission be effective.

(ii) Summary of Product Research and Development. None.

(iii) Expected purchase or sale of plant and significant equipment. None.

(iv) Expected significant change in the number of employees. None.

(b) Discussion and Analysis of Financial Condition and Results of Operations.

(i) Operations and Results for the past two fiscal years. This Registrant has not succeeded in launching operations during the past two fiscal years. It has had no revenues during these periods. It has incurred some expenses during these periods.

                                 =======================================
                                    1998              1997
========================================================================
Auditing and Legal Fees            $13,821            -0-
------------------------------------------------------------------------
Bank Charges                        53,568            -0-
------------------------------------------------------------------------
Management Fees                     16,179            -0-
------------------------------------------------------------------------
Office Expense                       1,000            -0-
------------------------------------------------------------------------
TOTALS                             $84,568            -0-
========================================================================

(ii) Future Prospects. The Registrant is unable to predict when it may participate in a business opportunity. The reason for this uncertainty arises from its limited resources, and competitive disadvantages with respect to other public or semi-public issuers.

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Notwithstanding the foregoing cautionary statements, assuming the continuation of current conditions, this Issuer would expect to proceed to select a business combination within no sooner than six months nor expect to close an acquisition in a shorter period than within the next twelve months. It cannot attract a partner before it can perfect the continued quotation of its common stock on the OTCBB by this 1934 Act Registration.

(c) Reverse Acquisition Candidate. The Issuer is searching for a profitable business opportunity. The acquisition of such an opportunity could and likely would result in some change in control of the Issuer at such time. This would likely take the form of a reverse acquisition. That means that this issuer would likely acquire businesses and assets for stock in an amount that would effectively transfer control of this Issuer to the acquisition target company or ownership group. It is called a reverse- acquisition because it would be an acquisition by this Issuer in form, but would be an acquisition of this Issuer in substance. Capital formation issues for the future of this Issuer would arise only when targeted business or assets have been identified. Until such time, this Issuer has no basis upon which to propose any substantial infusion of capital from sources outside of its circle of affiliates.

Targeted acquisitions for stock may be accompanied by capital formation programs, involving knowledgeable investors associated with or contacted by the owners of a target company. While no such arrangements or plans have been adopted or are presently under consideration, it would be expected that a reverse acquisition of a target company or business would be associated with some private placements and/or limited offerings of common stock of this Issuer for cash. Such placements, or offerings, if and when made or extended, would be made with disclosure of and reliance on the businesses and assets to be acquired, and not upon the present or future condition of this Issuer without revenues or substantial assets.


Item 3. Description of Property.

The Issuer has no property and enjoys the non-exclusive use of offices and telephone of its officers and attorneys.


Item 4. Security Ownership of Certain Beneficial Owners and Management.

(a) Security Ownership of Certain Beneficial Owners. To the best of Registrant's knowledge and belief the following disclosure presents the total security ownership of all persons, entities and groups, known to or discoverable by Registrant, to be the beneficial owner or owners of more than five percent of any voting class of Registrant's stock. These following 5% or more shareholders are unrelated to Management or to its sole consultant. Neither management, nor any affiliate of management, or of the consultant to management, has any interest in any of the following shareholders, nor do any of the following shareholders possess any interest or affiliation with either management or its consultant.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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========================================================
   5% Owners                       # Shares   % of Total
--------------------------------------------------------
Brown Brothers Harriman             975,000       16.48
63 Wall Street
8th Floor
New York, NY 10005
-------------------------------------------------------
Jeffrey Webb                        900,000       15.21
618-668 W. Hastings Street
Vancouver BC Canada V6B 1P1
-------------------------------------------------------
Swiss American Securities         1,799,500       30.41
100 Wall Street
New York, NY 10005
-------------------------------------------------------
Total 5% Owners                   3,674,500       62.10
-------------------------------------------------------
Total Issued and Outstanding      5,917,000      100.00
=======================================================

(b) Security Ownership of Management. To the best of Registrant's knowledge and belief the following disclosure presents the total beneficial security ownership of all Directors and Nominees, naming them, and by all Officers and Directors as a group, without naming them, of Registrant, known to or discoverable by Registrant.

===================================================================
Name and Address of Beneficial Owner           Actual             %
                                               Shares
                                               Owned
-------------------------------------------------------------------
Nora Coccaro(1)                                  -0-           0.00
1177 W. Hastings, Suite 1818
Vancouver BC V6E 2K3
===================================================================
All Officers and Directors as a Group              0           0.00
===================================================================
Total Shares Issued and Outstanding        3,167,800         100.00
===================================================================

(1) The Board of Directors has authorized the issuance of 100,000 shares to Ms. Coccaro but these shares have not been issued as of this date.

(c) Changes in Control. There are no arrangements known to Registrant, including any pledge by any persons, of securities of Registrant, which may at a subsequent date result in a change of control of the Issuer. The Issuer is searching for a profitable business opportunity. The Issuer is searching for a profitable business opportunity. The acquisition of such an opportunity could and likely would result in some change in control of the Issuer at such time. This would likely take the form of a reverse acquisition. That means that this Issuer would likely acquire businesses and assets for stock in an amount that would effectively transfer control of this Issuer to the acquisition target company or

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ownership group. It is called a reverse-acquisition because it would be an acquisition by this Issuer in form, but would be an acquisition of this Issuer in substance.


Item 5. Directors, Executive Officers, Promoters and Control Persons.

The following person is the sole Officer/Director of Registrant, to serve until her successor(s) might be elected or appointed. The time of the next meeting of shareholders has not been determined and is not likely to take place before a targeted acquisition or combination is determined.

Nora Coccaro (age 43) is the sole Director and corporate President of Registrant. She grew up in Montevideo, Uruguay, where she attended medical school at the University of Uruguay. She has been involved in the North and South American financial communities for the past 15 years during which time she has gained extensive experience in management of public companies and particularly in Canadian and American mining activities in South America. She was Venezuelan Operations Manager of Ourominas Minerals Inc. from 1995 until 1997. In 1996 and 1997, she was retained by Homestake Mining Registrant as consultant in Central America to review mineral title administration procedures, land status and market research. In 1998, Ms. Coccaro was appointed Director of Americana Gold & Diamond Holdings, Inc. a Nasdaq Bulletin Board company and from 1998 until May 1999 she was Director and Executive Vice-President of Black Swan Gold Mines, a Toronto Senior company. Since September 1998 she also served as the Consul of Uruguay to Western Canada. Ms. Coccaro is also a director and corporate secretary of another unrelated public company, Net Master Consultants, Inc. (OTCBB-NMST).


Item 6. Executive Compensation.

Nora Coccaro is compensated by this Registrant at a rate of $30,000 per year.


Item 7. Certain Relationships and Related Transactions.

During the year 1998, the Registrant paid management fees of $16,179 to a director and former directors. In the first nine months of 1999 consulting fees of $28,801 were paid to a director and former directors of Registrant.


Item 8. Description of Securities.

The Registrant's Capital Authorized and Issued. The Issuer Registrant is authorized to issue 200,000,000 shares of Common Voting Stock, of par value $0.01, of which 5,917,000 are issued and outstanding, as of December 28, 1999, and 500,000 shares of preferred stock, of par value $0.01 and of which no shares are outstanding.

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Common Stock. All shares of Common Stock when issued were fully paid for and non- assessable. Each holder of Common Stock is entitled to one vote per share on all matters submitted for action by the stockholders. All shares of Common Stock are equal to each other with respect to the election of directors and cumulative voting is not permitted; therefore, the holders of more than 50% of the outstanding Common Stock can, if they choose to do so, elect all of the directors. The terms of the directors are not staggered. Directors are elected annually to serve until the next annual meeting of shareholders and until their successor is elected and qualified. There are no preemptive rights to purchase any additional Common Stock or other securities of the Registrant. The owners of a majority of the common stock may also take any action without prior notice or meeting which a majority of shareholders could have taken at a regularly called shareholders meeting, giving notice to all shareholders thereafter of the action taken. In the event of liquidation or dissolution, holders of Common Stock are entitled to receive, pro rata, the assets remaining, after creditors, and holders of any class of stock having liquidation rights senior to holders of shares of Common Stock, have been paid in full.

Secondary Trading refers to the marketability to resell the securities of this Issuer in brokerage transactions, and that marketability is generally governed by Rule 144, promulgated by the Securities and Exchange Commission pursuant to ss.3 of the Securities Act of 1933. Securities which have not been registered pursuant to the Securities Act of 1933, but were exempt from such registration when issued, are generally "Restricted Securities" as defined by Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year holding period from purchase; and (b) a limitation of the amount any shareholder may sell during the second year, as to non-affiliates of the Issuer; however, as to shares owned by affiliates of the Issuer, the second-year limitation of amounts attaches and continues, at least until such person has ceased to be an affiliate for 90 days or more. The limitation of amounts is generally 1% of the total issued and outstanding in any 90 day period.

Unrestricted Shares of Common Stock. 5,917,000 shares of common stock are issued and outstanding, of which 3,674,500 shares are held by affiliates of the Registrant and of which 212,000 shares have been issued pursuant to section 4(2) of the 1933 Securities Act. 2,030,500 shares are owned by non-affiliates of the Registrant and are believed to be unrestricted securities which could be sold in brokerage transaction in compliance with Rule 144. These 2,030,500 shares were issued pursuant to Rule 504 on or before April 6, 1999, and were not, when issued Restricted Securities, as defined by Rule 144(a), or were issued pursuant to ss.4(2) of the 1933 Act more than two years ago. Rule 144 would permit affiliate sales in limited amounts, as discussed in the previous paragraph. Sales in amount limited by Rule 144 are commonly called "dribbling".

Options and Derivative Securities. There are no outstanding options or derivative securities of this Registrant. There are no shares issued or reserved which are subject to options or warrants to purchase, or securities convertible into common stock of this Registrant.

Risks of "Penny Stock." The Registrant's common stock may be deemed to be "penny stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and Exchange Commission. Penny stock share stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least

13

three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Registrant's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock."

Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Registrant's common stock to resell their shares to third parties or to otherwise dispose of them.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

14


PART II

Item 1.
Market Price of and Dividends on Registrant's Common Equity and Shareholder Matters.

(a) Market Information. The Common Stock of this Issuer is quoted Over the Counter on the Bulletin Board ("OTCBB") under the trading symbol "THRV". There was no substantial market activity before December, 1998. Based upon standard reporting sources, the following information is provided:

=====================================================================================================
PERIOD              high bid         low bid           period             high bid          low bid
-----------------------------------------------------------------------------------------------------
1st 1998             -0-              -0-              1st 1999            0.75              0.31
-----------------------------------------------------------------------------------------------------
2nd 1998             4.43             0.50             2nd 1999            1.43              0.43
-----------------------------------------------------------------------------------------------------
3rd 1998             4.00             0.04             3rd 1999            1.00              0.53
-----------------------------------------------------------------------------------------------------
4th 1998             3.62             0.31             Dec 1999            0.50              0.375
=====================================================================================================

The foregoing price information is based upon inter-dealer prices without retail mark-up, mark- down or commissions and may not reflect actual transactions, and is based upon standard reporting sources, taken off the Internet.

(b) Holders. There are presently approximately 35 shareholders of the common stock of this Registrant.

(c) Dividends. No cash dividends have been paid by the Registrant on its Common Stock or other Stock and no such payment is anticipated in the foreseeable future.

(d) Reverse Acquisitions. A reverse acquisition of a target business or company would be expected to involve a change of control of the Registrant, and the designation of new management. The financial statements of this Registrant would become largely unreflective of the true condition of the Registrant after such an acquisition. Shareholder approval would be solicited, pursuant to the laws of the State of Florida, to approve the acquisition, change of control, and any material corporate changes incidental to the reorganization of this Registrant. In connection with the solicitation of shareholder approval, whether or not proxies are solicited, the Registrant would provide shareholders with the fullest possible disclosure of all information material to shareholder consideration, and such disclosure would include audited financial statements of the target entity, if available. If shareholder approval is sought in advance of audited financial statements of an acquisition target, the authority of management to consummate any transaction would be contingent on a proper audit of the target meeting the criteria of any un-audited information relied upon by shareholders.

15


Item 2. Legal Proceedings.

There are no proceedings, legal, enforcement or administrative, pending, threatened or anticipated involving or affecting this Issuer.


Item 3. Changes in and Disagreements with Accountants.

There have been no disagreements of any sort or kind with Auditors or Accountants respecting any matter or item reflected in the financial statements of this Issuer.


Item 4. Recent Sales of Unregistered Securities.

The following disclosure presents:

(a) The date, title and amount of unregistered securities sold within the past three years.

(b) Principal Underwriters, if any. If the small business issuer did not publicly offer any securities, identify the persons or class of persons to whom the small business issuer sold the securities.

No Underwriters or Underwriting. No discounts or commissions.

(c) For securities sold for cash, the total offering price and the total underwriting discounts or commissions. For securities sold other than for cash, describe the transaction and the type and amount of consideration received by the small business issuer.

(d) The Section of the Securities Act or the rule of the Commission under which the small business issuer claimed exemption from registration and the facts relied upon to make the exemption available.

(e) If the securities sold are convertible or exchangeable into equity securities, or are warrants or options representing equity securities, disclose the terms of conversion or exercise of the securities.

There are no convertible or exchangeable securities, warrants or options, except for (1) warrants to acquire 1,762,500 shares of common stock at $1.00 per share, which warrants expire April 14, 2000 and (2) a stock option has been authorized by the Board of Directors for the issuance of up to 1,000,000 shares of common stock at $0.20 per share for officers, directors, consultants and key employees. No written plan is in effect at this date.

16

===================================================================================================================================
     Date                     Title               Exemption         Price              Amount               Consideration
-----------------------------------------------------------------------------------------------------------------------------------
April 29, 1998            Common Stock            Rule 504           $0.25         3,525,000 shares         $25,000 cash
                                                                                                            and 856,250
                                                                                                            assignment of
                                                                                                            receivables
-----------------------------------------------------------------------------------------------------------------------------------
Purchased by a group of sophisticated investors with pre-existing relationships
to management.
===================================================================================================================================

===================================================================================================================================
     Date                     Title               Exemption         Price              Amount               Consideration
-----------------------------------------------------------------------------------------------------------------------------------
March 26, 1999            Common Stock            Rule 504           $0.10         1,180,000 shares         $118,000 cash
-----------------------------------------------------------------------------------------------------------------------------------
Purchases by a group of accredited investors.
===================================================================================================================================

===================================================================================================================================
     Date                     Title               Exemption         Price              Amount               Consideration
-----------------------------------------------------------------------------------------------------------------------------------
Sept. 14, 1999            Common Stock          ss.4(2)              $1.00         73,000 shares            $73,000 (1)
-----------------------------------------------------------------------------------------------------------------------------------
 (1) To settle Accounts Payable.
===================================================================================================================================

===================================================================================================================================
     Date                     Title               Exemption         Price              Amount               Consideration
-----------------------------------------------------------------------------------------------------------------------------------
Oct. 28, 1999             Common Stock          ss.4(2)              $1.00         139,000 shares           $138,720 (2)
-----------------------------------------------------------------------------------------------------------------------------------
 (2) To settle debt.
===================================================================================================================================

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

17


Item 5. Indemnification of Officers and Directors.

"This corporation shall have the power, in it's ByLaws 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." No indemnification provisions have been adapted in the ByLaws.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

18


PART F/S

Audited Financial Statements: for the years ended December 31, 1998, 1997,and 1996 are provided as FINANCIAL STATEMENT: F-1, in the body this filing, following this page, and incorporated herein by this reference as though fully set forth on this page as well.

Un-Audited Financial Statements: for the months ended September 30, 1999, are provided as FINANCIAL STATEMENT: F-2, in the body of this filings, following F-1, and incorporated herein by this reference as though fully set forth on this page as well.

Selected Financial Information

                                 ===============================================
                                   9/30/99            12/31/98        12/31/97
================================================================================
Total Assets                      $3,513,301          $198,745                 0
--------------------------------------------------------------------------------
Revenues                                   0                 0                 0
--------------------------------------------------------------------------------
Operating Expenses                  (231,450)          (83,568)                0
--------------------------------------------------------------------------------
Net Earnings or (Loss)               456,088        (1,695,824)                0
--------------------------------------------------------------------------------
Per Share (Loss)                        0.07             (0.49)             0.00
--------------------------------------------------------------------------------
Average Common

Shares Outstanding 4,737,765 3,443,425 1,000,000

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

19


F-1

AUDITED FINANCIAL STATEMENTS
of
Thor Ventures Corp
for December 31, 1998, 1997 and 1996



THOR VENTURES CORP.

FINANCIAL STATEMENTS
(A Development Stage Company)

DECEMBER 31, 1998


DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated Professionals

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Thor Ventures Corp.
(A Development Stage Company)

We have audited the accompanying balance sheet of Thor Ventures Corp. as at December 31, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in the United States of America. 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. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Thor Ventures Corp. as at December 31, 1998 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that Thor Ventures Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, unless the Company attains future profitable operations and/or obtains additional financing, there is substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The audited financial statements as at December 31, 1997 and for the years ended December 31, 1997 and 1996 were examined by another auditor who expressed an opinion without reservation on those statements in his report dated March 2, 1998.

"DAVIDSON & COMPANY"

                                                               /s/
Vancouver, Canada                                         Chartered Accountants

July 9, 1999

A Member of Accounting Group International

Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604) 687-6172


THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
AS AT DECEMBER 31

====================================================================================================================================
                                                                                                        1998             1997
------------------------------------------------------------------------------------------------------------------------------------
ASSETS

Investment (Note 4)                                                                                $   198,745          $      --
====================================================================================================================================



LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Bank indebtedness                                                                              $        47          $      --
    Accounts payable and accrued liabilities                                                            77,198                 --
    Interest payable                                                                                    53,521                 --
                                                                                                   -----------          -----------

                                                                                                       130,766                 --
Promissory note (Note 5)                                                                               882,553                 --
                                                                                                   -----------          -----------

                                                                                                     1,013,319                 --
                                                                                                   -----------          -----------

Stockholders' equity
    Capital stock
       Authorized
             200,000,000 common shares with a par value of $0.01
                 500,000 preferred shares with a par value of $0.01
       Issued and outstanding
          December 31, 1997 - 1,000,000 common shares with a par value of $0.01
          December 31, 1998 - 4,525,000 common shares with a par value of $0.01                         45,250               10,000
    Additional paid-in capital                                                                         837,000               (9,000)
    Deficit accumulated during the development stage                                                (1,696,824)              (1,000)
                                                                                                   -----------          -----------

                                                                                                      (814,574)                --
                                                                                                   -----------          -----------

                                                                                                   $   198,745          $      --
====================================================================================================================================

Subsequent events (Note 9)

On behalf of the Board:

Director

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS

===============================================================================================================
                                              Cumulative
                                            Amounts from
                                           Incorporation
                                                      on
                                           September 12,
                                                 1989 to        Year Ended       Year Ended        Year Ended
                                            December 31,      December 31,     December 31,      December 31,
                                                    1998              1998             1997              1996
--------------------------------------------------------------------------------------------------------------
EXPENSES
    Accounting and legal fees               $    13,821       $    13,821       $      --          $      --
    Bank and interest charges                    53,568            53,568              --                 --
    Management fees                              16,179            16,179              --                 --
    Office expense                                1,000              --                --                 --
                                            -----------       -----------       -----------        -----------
                                                (84,568)          (83,568)             --                 --


OTHER ITEMS
    Write-down of investment (Note 4)        (1,568,149)       (1,568,149)             --                 --
    Equity loss in investment (Note 4)          (44,107)          (44,107)             --                 --
                                            -----------       -----------       -----------        -----------

Loss for the period                         $(1,696,824)      $(1,695,824)      $      --        $        --
==============================================================================================================

Loss per share                                                $     (0.49)      $      0.00      $        0.00
==============================================================================================================

Weighted average number of shares
    of common stock outstanding                                 3,443,425         1,000,000          1,000,000
==============================================================================================================

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                                Deficit
                                                                                               Accumulated
                                                     Common Stock              Additional      During the
                                             ----------------------------       Paid-in        Development
                                                 Shares         Amount          Capital           Stage              Total
------------------------------------------------------------------------------------------------------------------------------
     Balance, December 31, 1995, 1996,
         and 1997                              1,000,000      $    10,000      $    (9,000)      $    (1,000)      $      --

     Shares issued for cash                    3,525,000           35,250          846,000              --             881,250

     Loss for the year                              --               --               --          (1,695,824)       (1,695,824)
                                             -----------      -----------      -----------       -----------       -----------

     Balance December 31, 1998                 4,525,000      $    45,250      $   837,000       $(1,696,824)      $  (814,574)
==============================================================================================================================

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS

=========================================================================================================================
                                                            Cumulative
                                                          Amounts from
                                                         Incorporation
                                                                    on
                                                         September 12,
                                                               1989 to          Year Ended     Year Ended     Year Ended
                                                          December 31,         December 31,   December 31,   December 31,
                                                                  1998                1998           1997           1996
-------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
  ACTIVITIES
    Loss for the period                                   $(1,696,824)          $(1,695,824)      $    --       $   --
    Items not involving an outlay of cash:
       Write-down of investment                             1,568,149             1,568,149            --           --
       Equity loss on investment                               44,107                44,107            --           --

    Changes in non-cash working capital items:
       Increase in accounts payable and
         accrued liabilities                                    5,000                 5,000            --           --
       Increase in interest payable                            53,521                53,521            --           --
                                                          -----------           -----------       --------      --------

    Net cash used in operating activities                     (26,047)              (25,047)           --           --
                                                          -----------           -----------       --------      --------


CASH FLOWS FROM FINANCING
  ACTIVITIES
    Issuance of common stock                                   26,000                25,000            --           --
                                                          -----------           -----------       --------      --------


Change in bank indebtedness for the period                        (47)                  (47)           --           --


Bank indebtedness, beginning of period                           --                    --              --           --
                                                          -----------           -----------       --------      --------


Bank indebtedness, end of period                          $       (47)          $       (47)          $-           $-
=========================================================================================================================

Supplemental disclosure with respect to cash flows (Note 6)

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998


1. HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized September 12, 1989, under the laws of the State of Florida, as Thor Ventures Corp. The Company currently has no operations and, in accordance with SFAS #7, is considered a development stage company.

On August 2, 1991, the Company issued 1,000,000 shares of its $0.01 par value common stock for services of $1,000.

2. GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a merger with an existing operating company.

     ===========================================================================
                                                           1998           1997
     --------------------------------------------------------------------------
     Deficit accumulated during the development stage $ (1,696,824)    $ (1,000)
     Working capital deficiency                           (130,766)         --
     ===========================================================================

3.   SIGNIFICANT ACCOUNTING POLICIES

     Investment

Investments in other companies where control is temporary or the Company is unable to exercise significant influence are carried using the cost method of accounting. The Company accounts for its investments in companies where it is able to exercise significant influence using the equity method.

Accounting for derivative instruments and hedging activities

In June 1998, the Financial Accounting standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") which establishes accounting and reporting standards for derivative instruments and for hedging activities. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. The Company does not anticipate that the adoption of the statement will have a significant impact on its financial statements.

Reporting on costs of start-up activities

In April 1998, the American Institute of Certified Public Accountant's issued Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") which provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998 with initial adoption reported as the cumulative effect of a change in accounting principle. The Company has not yet determined the affect that the adoption of this Statement will have on its financial statements. THOR VENTURES CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998


3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

Loss per share

Loss per share is based on the weighted average number of common shares outstanding during the year.

Comparative figures

Certain comparative figures have been adjusted to conform to the current year's presentation.

4. INVESTMENT

===========================================================================
                                               1998             1997
---------------------------------------------------------------------------
Balance, beginning of year                  $      --         $   --

Equity investment                             1,738,803           --
Exercise of share purchase warrants              72,198           --
Equity loss in investment                       (44,107)          --
Write-down of investment                     (1,568,149)          --
                                            -----------       --------

Balance, end of year                        $   198,745       $   --
===========================================================================

During the current year, the Company purchased from Stamford International Inc. ("Stamford") 5,905,250 common shares of Job Industries Ltd. ("Job"), 1,880,000 share purchase warrants of Job and a License Agreement of Job for $1,738,803. In consideration for the above investments, the Company purchased Stamford's debt to four creditors in the amount of $856,250 and issued a promissory note to Stamford in the amount of $882,553 (Note 5).

In addition, the Company exercised 650,000 of the above share purchase warrants at a price of $0.17 per share. The remaining 1,230,000 share purchase warrants expired during the year.

5. PROMISSORY NOTE

The Company issued a Promissory Note to Stamford in the amount of $882,553, bearing interest at 9% per annum, and payable on June 30, 1999. Interest is payable every six months after June 30, 1998. The Company's investment of 3,434,156 shares of Job has been pledged as collateral.

6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

===========================================================================
                                              1998        1997      1996
---------------------------------------------------------------------------
Cash paid during the period for:
    Income taxes                             $ --       $  --      $ --
    Interest                                   --          --        --
===========================================================================


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998


6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd.....)

The following non-cash transactions occurred during the year ended December 31, 1998:

a) The Company purchased an investment in Job, in consideration for a promissory note to Stamford in the amount of $882,553 and purchased Stamford's debt to four creditors in the amount of $856,250.

b) The Company issued 3,425,000 shares at a price of $856,250 in exchange for an assignment of receivables from four creditors.

c) The Company exercised 650,000 share purchase warrants of Job at a cost of $72,198. This amount was included in accounts payable at year end.

There were no non-cash transactions for the years ended December 31, 1997 and 1996.

7. WARRANTS

The Company has 1,762,500 share purchase warrants outstanding, entitling the holders to acquire common shares of the Company at a price of $1.00 per share, expiring on April 14, 2000.

8. RELATED PARTY TRANSACTION

During the year ended December 31, 1998, the Company paid management fees of $16,179 (1997 - $Nil; 1996 - $Nil) to a director and former directors of the Company.

9. SUBSEQUENT EVENTS

The following events occurred subsequent to December 31, 1998:

a) The Company issued 1,180,000 common shares of the Company at a price of $0.10 per share for total proceeds of $118,000.

b) The Company issued 4,100,000 restricted common shares of the Company, pursuant to an agreement with a private company called IWT Pharma Corp., whereby the rights to market Tetrodin in the United States and Canada was assigned to the Company.

c) As of July 9, 1999, the Company was in default of its Promissory Note to Stamford (Note 5). The Company is in the process of re-negotiating the terms of this agreement.



F-2

Un-Audited Financial Statements

for the nine months ended September 30, 1999



THOR VENTURES CORP.

FINANCIAL STATEMENTS
(A Development Stage Company)

SEPTEMBER 30, 1999


DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated Professionals

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Thor Ventures Corp.
(A Development Stage Company)

We have audited the accompanying balance sheets of Thor Ventures Corp. as at September 30, 1999 and December 31, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the nine month period ended September 30, 1999, the year ended December 31, 1998 and the period from incorporation on September 12, 1989 to September 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Thor Ventures Corp. as at September 30, 1999 and December 31, 1998 the results of its operations and its cash flows for the nine month period ended September 30, 1999, the year ended December 31, 1998 and the period from incorporation on September 12, 1989 to September 30, 1999 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Thor Ventures Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, there is substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

"DAVIDSON & COMPANY"

                                                                /s/
Vancouver, Canada                                          Chartered Accountants

October 13, 1999

A Member of Accounting Group International

Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604) 687-6172


THOR VENTURES CORP.
(A Development Stage Company)
BALANCE SHEETS

===============================================================================================================================
                                                                                               September 30,       December 31,
                                                                                                        1999              1998
-------------------------------------------------------------------------------------------------------------------------------
ASSETS

Current
    Cash                                                                                        $    11,046        $      --

Capital assets                                                                                        2,255               --

Investment (Note 4)                                                                               3,500,000            198,745
                                                                                                -----------        -----------

                                                                                                $ 3,513,301        $   198,745
===============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Bank indebtedness                                                                           $      --          $        47
    Accounts payable and accrued liabilities                                                         42,067             77,198
    Loan payable (Note 5)                                                                           138,720               --
    Interest payable                                                                                   --               53,521
                                                                                                -----------        -----------

                                                                                                    180,787            130,766
Promissory note (Note 6)                                                                               --              882,553
                                                                                                -----------        -----------

                                                                                                    180,787          1,013,319

Stockholders' equity
    Capital stock
       Authorized
             200,000,000 common shares with a par value of $0.01
                 500,000 preferred shares with a par value of $0.01
       Issued and outstanding
          December 31, 1998 - 4,525,000 common shares with a par value of $0.01
          September 30, 1999 - 9,878,000 common shares with a par value of $0.01                     98,780             45,250
    Additional paid-in capital                                                                    4,474,470            837,000
    Deficit accumulated during the development stage                                             (1,240,736)        (1,696,824)
                                                                                                -----------        -----------

                                                                                                  3,332,514           (814,574)
                                                                                                -----------        -----------

                                                                                                $ 3,513,301        $   198,745
===============================================================================================================================

Subsequent events (Note 11)

On behalf of the Board:

Director

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

====================================================================================================================================
                                                Cumulative
                                              Amounts from
                                             Incorporation
                                                        on
                                             September 12,        Nine Month        Nine Month       Three Month     Three Month
                                                   1989 to      Period Ended      Period Ended      Period Ended    Period Ended
                                             September 30,     September 30,     September 30,     September 30,   September 30,
                                                      1999              1999              1998              1999            1998
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES
    Accounting and legal fees                 $    58,611        $    44,790      $      8,821        $    10,118      $  --
    Bank and interest charges                      53,864                296              --                  111         --
    Consulting fees                               113,014            113,014              --               45,000         --
    Management fees                                16,179               --              16,179               --           --
    Office expense                                 14,231             13,231              --                9,265         --
    Rental expense                                 13,071             13,071              --                5,297         --
    Transfer agent and filing fees                  1,000              1,000              --                  264         --
    Travel and accommodation                       46,048             46,048              --                1,186         --
                                              -----------        -----------      ------------        -----------      -------

                                                 (316,018)          (231,450)          (25,000)           (71,241)        --

OTHER ITEMS
    Write-down of investment
       (Note 4)                                (1,568,149)              --                --                 --           --
    Equity loss in investment
       (Note 4)                                   (44,107)              --                --                 --           --
                                              -----------        -----------      ------------        -----------      -------

                                               (1,612,256)              --                --                 --           --
                                              -----------        -----------      ------------        -----------      -------

    Loss before extraordinary item             (1,928,274)          (231,450)          (25,000)           (71,241)        --

EXTRAORDINARY ITEM
    Gain on settlement of debt
       (Note 6)                                   687,538            687,538              --              687,538         --
                                              -----------        -----------      ------------        -----------      -------

Income (loss) for the period                  $(1,240,736)       $   456,088      $    (25,000)       $   616,297      $  --
==============================================================================================================================
Basic earnings (loss) per share
    before extraordinary item                                    $     (0.03)     $      (0.01)       $     (0.01)     $  --
Extraordinary item                                                      0.10              --                 0.07         --
                                                                 -----------      ------------        -----------      -------

Basic earnings (loss) per share                                  $      0.07      $      (0.01)       $      0.06      $  --
==============================================================================================================================
Fully diluted earnings (loss) per
    share before extraordinary
    item                                                         $     (0.03)     $      (0.01)       $     (0.01)     $  --
Extraordinary item                                                      0.10              --                 0.07         --
                                                                 -----------      ------------        -----------      -------

Fully diluted earnings (loss) per
    share                                                        $      0.07      $      (0.01)       $      0.06      $  --
==============================================================================================================================

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

====================================================================================================================================

                                                                                                        Deficit
                                                                                                      Accumulated
                                                              Common Stock             Additional       During the
                                                       --------------------------       Paid-in        Development
                                                        Shares           Amount         Capital           Stage           Total
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995, 1996,
    and 1997                                            1,000,000     $    10,000     $    (9,000)     $    (1,000)     $      --

    Shares issued for receivables                       3,500,000          35,000         821,250             --            856,250

    Shares issued for cash                                 25,000             250          24,750             --             25,000

    Loss for the year                                        --              --              --         (1,695,824)      (1,695,824)
                                                      -----------     -----------     -----------      -----------      -----------

Balance December 31, 1998                               4,525,000          45,250         837,000       (1,696,824)        (814,574)

Issuance of common stock
    For cash in March 1999 at $0.10
       per share                                        1,180,000          11,800         106,200             --            118,000

    For the exchange of all issued shares
       of IWT Pharma Corp.                              4,000,000          40,000       3,460,000             --          3,500,000

    For finders fee                                       100,000           1,000          (1,000)            --               --

    For settlement of indebtedness                         73,000             730          72,270             --             73,000

    Income for the period                                    --              --              --            456,088          456,088
                                                      -----------     -----------     -----------      -----------      -----------

Balance, September 30, 1999                             9,878,000     $    98,780     $ 4,474,470      $(1,240,736)     $ 3,332,514
====================================================================================================================================

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

====================================================================================================================================
                                                                                Cumulative
                                                                              Amounts from
                                                                             Incorporation
                                                                                        on
                                                                             September 12,          Nine Month           Nine Month
                                                                                   1989 to        Period Ended         Period Ended
                                                                             September 30,       September 30,        September 30,
                                                                                      1999                1999                 1998
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
    Income (loss) for the period                                                $(1,240,736)        $   456,088         $   (25,000)
    Items not involving an outlay of cash:
       Write-down of investment                                                   1,568,149                --                  --
       Equity loss on investment                                                     44,107                --                  --
       Gain on settlement of debt                                                  (687,538)           (687,538)               --

    Changes in non-cash working capital items:
       Increase in accounts payable and accrued liabilities                          42,869              37,869                --
       Increase in interest payable                                                  53,521                --                  --
       Increase in loan payable                                                     138,720             138,720                --
                                                                                -----------         -----------         -----------

    Net cash used in operating activities                                           (80,908)            (54,861)            (25,000)
                                                                                -----------         -----------         -----------


CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital asset                                                        (2,255)             (2,255)               --
    Promissory note                                                                 (49,791)            (49,791)               --
                                                                                -----------         -----------         -----------

    Net cash used in investing activities                                           (52,046)            (52,046)               --
                                                                                -----------         -----------         -----------


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                                        144,000             118,000              25,000
                                                                                -----------         -----------         -----------

    Net cash provided by financing activities                                       144,000             118,000              25,000
                                                                                -----------         -----------         -----------


Change in cash for the period                                                        11,046              11,093                --


Cash, beginning of period                                                              --                   (47)               --
                                                                                -----------         -----------         -----------


Cash, end of period                                                             $    11,046         $    11,046         $      --
====================================================================================================================================

Supplemental disclosure with respect to cash flows (Note 8)

The accompanying notes are an integral part of these financial statements.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


1. HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized on September 12, 1989, under the laws of the State of Florida, as Thor Ventures Corp. The Company currently has no operations and, in accordance with SFAS #7, is considered a development stage company.

On August 2, 1991, the Company issued 1,000,000 shares of its $0.01 par value common stock for services received, in the amount of $1,000.

On April 29, 1998, the Company issued 3,525,000 shares of its $0.01 par value common stock at a price of $0.25 per share for an assignment of receivables in the amount of $856,250 and for cash in the amount of $25,000.

On March 26, 1999, the Company issued 1,180,000 shares of it's $0.01 par value common stock at a price of $0.10 per share to various shareholders for cash in the amount of $118,000.

On June 10, 1999, the Company acquired all of the issued and outstanding shares of IWT Pharma Corp, in exchange for 4,000,000 shares of its $0.01 par value common stock. In addition, the Company issued 100,000 shares for finders' fees.

On September 14, 1999, the Company issued 73,000 shares of its $0.01 par value common stock at a deemed value of $73,000 to settle a portion of their accounts payable.

2. GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a merger with an existing operating company.

     ===========================================================================
                                                      September 30, December 31,
                                                              1999         1998

     Deficit accumulated during the development stage  $(1,240,736) $(1,696,824)
     ---------------------------------------------------------------------------
     Working capital deficiency                           (169,741)    (130,766)
     ===========================================================================

3.   SIGNIFICANT ACCOUNTING POLICIES

     Investment

Investments in other companies where control is temporary or the Company is unable to exercise significant influence are carried using the cost method of accounting. The Company accounts for its investments in companies where it is able to exercise significant influence using the equity method.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.

Accounting for derivative instruments and hedging activities

In June 1998, the Financial Accounting standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") which establishes accounting and reporting standards for derivative instruments and for hedging activities. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999.

Reporting on costs of start-up activities

In April 1998, the American Institute of Certified Public Accountant's issued Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") which provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998 with initial adoption reported as the cumulative effect of a change in accounting principle.

Income/loss per share

Loss per share is based on the weighted average number of common shares outstanding during the year. For the nine month periods ended September 30, 1999 and 1998 and the three month periods ended September 30, 1999 and 1998, the weighted average number of shares outstanding was 7,023,930, 3,782,108, 9,865,304 and 4,525,000, respectively.

Fully diluted earnings per share consider the dilutive impact of the conversion of outstanding stock options and warrants as if the events had occurred at the beginning of the year. For the nine month periods ended September 30, 1999 and 1998 and the three month periods ended September 30, 1999 and 1998, this calculation proved to be anti-dilutive.

Comparative figures

Certain comparative figures have been adjusted to conform to the current period's presentation.

Capital assets

Capital assets will be recorded at cost less accumulated depreciation. The cost of capital assets is depreciated over the estimated useful life of the asset.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

Income taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

4. INVESTMENT

===========================================================================
                                             September 30,    December 31,
                                                     1999            1998
---------------------------------------------------------------------------
Balance, beginning of period                   $   198,745    $      --

Equity investment                                3,500,000      1,738,803
Exercise of share purchase warrants                   --           72,198
Equity loss in investment                             --          (44,107)
Write-down of investment                              --       (1,568,149)
Shares exchanged to settle debt                   (198,745)          --
                                               -----------    -----------

Balance, end of period                         $ 3,500,000    $   198,745
===========================================================================

During the period, the Company delivered all of its 6,555,250 common shares of Job Industries Ltd. ("Job") in the amount of $198,745 to settle a note payable to Stamford International Inc. ("Stamford") in the amount of $832,762, plus interest payable in the amount of $53,521. As a result, the Company incurred a gain on settlement of debt in the amount of $687,538.

In addition, the Company issued 4,000,000 shares of its $0.01 par value common stock in exchange for all of the issued and outstanding shares of IWT Pharma Corporation at a deemed value of $3,500,000.

5. LOAN PAYABLE

The loan payable of $138,720 is non-interest bearing and contains no terms of repayment.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


6. PROMISSORY NOTE

During fiscal 1998, the Company issued a promissory note to Stamford in the amount of $882,553, bearing interest at 9% per annum.

During the period, the Company settled the note payable to Stamford plus accrued interest of $53,521 in consideration for $49,791 (CDN $75,000) and all of its investment in common shares of Job valued at $198,745, which resulted in a gain on settlement of debt in the amount of $687,538.

7. RECONCILIATION OF WEIGHTED AVERAGE AND FULLY DILUTED COMMON SHARES

==============================================================================================================
                                                  Nine Month       Nine Month      Three Month      Three Month
                                                Period Ended     Period Ended     Period Ended     Period Ended
                                               September 30,    September 30,    September 30,    September 30,
                                                        1999             1998             1999             1998
---------------------------------------------------------------------------------------------------------------
Weighted average number of common

    shares used in basic EPS                       7,023,930         3,782,108       9,865,304       4,525,000

Effect of dilutive securities
    Warrants                                            --             955,657            --              --
                                                   ---------         ---------       ---------       ---------
Weighted average number of common
    shares and dilutive potential common
    shares used in diluted EPS                     7,023,930         4,737,765       9,865,304       4,525,000
==============================================================================================================

8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

===========================================================================
                                             September 30,    September 30,
                                                     1999             1998
---------------------------------------------------------------------------
Cash paid during the period for:
     Income taxes                              $     -           $    -
     Interest                                        -                -
===========================================================================

The following non-cash transaction occurred during the nine month period ended September 30, 1999:

a) The Company settled its promissory note to Stamford in the amount of $832,763 plus accrued interest payable in the amount of $53,521 in consideration for its investment in common shares of Job with a book value of $198,746 resulting in a gain on settlement of debt in the amount of $687,538.

b) The Company issued 4,000,000 common shares at a deemed value of $3,500,000 to acquire a 100% interest in a private company called IWT Pharma Corp.


THOR VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd.....)

c) The Company issued 100,000 common shares of its $0.01 par value common stock as a finders' fee at a deemed value of $1,000.

d) The Company issued 73,000 shares of common stock at a deemed value of $73,000 to settle accounts payable in the amount of $72,198.

The following non-cash transactions occurred during the nine month period ended September 30, 1998:

a) The Company acquired 5,905,250 common shares of Job by issuing a promissory note to Stamford in the amount of $882,553 and the acquisition of Stamford's debt to four creditors in the amount of $856,250.

b) The Company issued 3,425,000 shares at a price of $856,250 in exchange for an assignment of receivables from four creditors.

c) The Company exercised 650,000 share purchase warrants of Job at a costs of $72,198. This amount was included in accounts payable during the period.

9. WARRANTS

The Company has share purchase warrants outstanding, entitling the holders to acquire 1,762,500 common shares of the Company at a price of $1.00 per share, expiring on April 14, 2000.

10. RELATED PARTY TRANSACTION

During the nine month period ended September 30, 1999, the Company paid management fees of $Nil (1998 - $16,179) to a director and former directors of the Company.

During the nine month period ended September 30, 1999, the Company paid consulting fees of $28,801 (1998 - $Nil) to a director and former directors of the Company.

11. SUBSEQUENT EVENTS

The following events occurred subsequent to September 30, 1999:

a) As of October 13, 1999, the Company has entered into a private placement agreement to issue 139,000 shares. All shares in the private placement will have a purchase price of $1.00 per share for an aggregate purchase price of $139,000. This private placement will be used to settle the loan payable of $138,720.

b) The Company plans to cancel shares issued in their investment in the private company IWT Pharma Corporation.



PART III

                           Item 1. Index to Exhibits.
--------------------------------------------------------------------------------
                                  Exhibit Index

================================================================================
  EXHIBIT               TABLE CATEGORY  /  DESCRIPTION OF EXHIBIT          PAGE
   TABLE                                                                  NUMBER
     #
--------------------------------------------------------------------------------
                   [2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
    2.1    ARTICLES OF INCORPORATION                                        44
--------------------------------------------------------------------------------
    2.2    BY-LAWS                                                          49
================================================================================

42

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to signed on its behalf by the undersigned, thereunto authorized.

THOR VENTURES CORP.

by

    /s/ Nora Coccaro
---------------------------
       Nora Coccaro
Sole Director and President

43


Exhibit 2.1

Articles of Incorporation

Thor Ventures Corp.
filed September 12, 1989



ARTICLES OF INCORPORATION
OF
THOR VENTURES CORP.

The undersigned subscriber to these Articles of Incorporation, a natural person competent to Contract, hereby forms a corporation under the laws of the State of Florida.

ARTICLE I

NAME

The name of this corporation is THOR VENTURES CORP.

ARTICLE II

NATURE OF THE BUSINESS

This corporation shall have the power to transact or engage in any business permitted under the laws of the United States and of the State of Florida.

ARTICLE III

AUTHORIZED SHARES

The Capital stock of this corporation shall consist of 200,000,000 shares of common stock having a par value of $.01 per share and 500,000 shares of Preferred stock, $.01 par value per share.

The Preferred Stock may be issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, qualifications, limitations restrictions thereof as shall be stated and expressed in the resolution or resolutions provided for the issuance of such Preferred Stock adopted by the Board of Directors pursuant to the authority in this paragraph given.

ARTICLE IV

INITIAL CAPITAL

The amount of capital with which this corporation shall commence business shall be not less than One Hundred ($100.00) Dollars.

ARTICLE V

TERM OF EXISTENCE

This corporation shall have perpetual existence.

ARTICLE VI

INITIAL ADDRESS

The initial address of the principal place of business of this corporation in the State of Florida shall be 3167 N.W. 47th Terrace, Suite 214, Lauderdale Lakes, Florida 33319. The Board of Directors may at any time and from time to time move the principal office of this corporation to any location within or without the State of Florida.


ARTICLE VII

DIRECTORS

Its Board of Directors shall manage the business of this corporation. The number of such directors shall be not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. The number of persons constituting the initial Board of Directors shall be 1.

ARTICLE VIII

INITIAL DIRECTORS

The names and addresses of the initial Board of Directors are as follows:

Stanley Fineberg              3167 N.W. 47th Terrace
                              Suite 214
                              Lauderdale Lakes, Florida 33319

ARTICLE IX

SUBSCRIBER

The name and address of the person signing theses Articles of Incorporation as subscriber is:

Eric P. Littman
Suite 202
1428 Brickell Avenue
Miami, FL 33131

ARTICLE X

VOTING FOR DIRECTORS

The Board of Directors shall be elected by the Stockholders of the corporation at such time and in such manner as provided in the ByLaws.

ARTICLE XI

CONTRACTS

No contract or other transaction between this corporation and any person, firm or corporation shall be affected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now or hereafter a direct or indirect interest in such contract.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

This corporation shall have the power, in its ByLaws 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.

ARTICLE XIII

FLORIDA STATUTES

The corporation expressly elects not to be governed by the provisions of Sections 607.108 and 607.109, Florida Statutes.


ARTICLE XIV

RESIDENT AGENT

The name and address of the initial resident agent of this corporation is:

Berlin Corporate Services, Inc. Suite 202
1428 Brickell Avenue Miami, FL 33131

IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of Incorporation this 28th day August, 1989

/s/ Eric P.Littman
--------------------------
Eric P.Littman, Subscriber

Subscribed and Sworn to this
28th day of August, 1989
Before me:

/s/ Isabel J. Contera
--------------------------
Notary Public


CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR SERVICE OF PRECESS WITHIN THIS STATE NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED

In pursuance of Chapter 48.091 of the Florida Statutes, the following is submitted THOR VENTURES CORP. desiring to organize a corporation under the laws of the State of Florida with its principal place of business as stated in its Articles of Incorporation has named Berlit Corporate Services, Inc., at Suite 202, 1428 Brickell Avenue, Miami, FL 33131 as its agent upon whom process may be served within this state.

Having been named to accept service of process for the above stated corporation, I hereby accept to act in this capacity and to comply with the provisions of the Act relative to keeping open said office.

BERLIT CORPORATE SERVICES, INC.

By: /s/ Eric P. Littman
    ------------------------------

    Eric P. Littman, Secretary



Exhibit 2.2

Bylaws



BYLAWS
OF
THOR VENTURES CORP.
(A FLORIDA CORPORATION)


                                    INDEX

                                                                   PAGE NUMBER

ARTICLE ONE - OFFICES
     Section 1.   Principal Office...........................................1
     Section 2.   Other Offices..............................................1

 ARTICLE TWO - MEETINGS OF SHAREHOLDERS
     Section 1.    Place.....................................................1
     Section 2.    Time of Annual Meeting....................................1
     Section 3.    Call of Special Meetings..................................1
     Section 4.    Conduct of Meetings.......................................1
     Section 5.    Notice and Waiver of Notice...............................2
     Section 6.    Business and Nominations for Annual
                    and Special Meetings.....................................2
     Section 7.    Quorum....................................................2
     Section 8.    Voting Rights Per Share...................................3
     Section 9.    Voting of Shares..........................................3
     Section 10.   Proxies...................................................3
     Section 11.   Shareholder List..........................................4
     Section 12.   Action Without Meeting....................................4
     Section 13.   Fixing Record Date........................................5
     Section 14.   Inspectors and Judges.....................................5
     Section 15.   Voting for Directors......................................5

ARTICLE THREE - DIRECTORS
     Section 1.    Number; Term; Election; Qualification ....................5
     Section 2.    Resignation; Vacancies; Removal ..........................6
     Section 3.    Powers ...................................................6
     Section 4.    Place of Meetings ........................................6
     Section 5.   Annual Meetings ...........................................6
     Section 6.   Regular Meetings ..........................................6
     Section 7.   Special Meetings and Notice ...............................6
     Section 8.   Quorum and Required Vote ..................................7
     Section 9.   Action Without Meeting ....................................7
     Section 10.  Conference Telephone or
                   Similar Communications Equipment Meetings ................7
     Section 11.  Committees ................................................7
     Section 12.  Compensation of Directors .................................8

 ARTICLE FOUR- OFFICERS
     Section 1.   Positions .................................................8
     Section 2.   Election of Specified Officers by Board ...................8
     Section 3.   Election or Appointment of Other Officers .................8
     Section 4.   Compensation ..............................................8
     Section 5.   Term; Resignation; Removal; Vacancies .....................9
     Section 6.   Chairman of the Board .....................................9
     Section 7.   Chief Executive Officer ...................................9
     Section 8.   President .................................................9
     Section 9.   Vice Presidents............................................9
     Section 10.   Secretary ...............................................10
     Section 11.   Chief Financial Officer .................................10
     Section 12.  Treasurer ................................................10
     Section 13.   Other Officers; Employees and Agents ....................10

 ARTICLE FIVE - CERTIFICATES FOR SHARES
                     Section 1.    Issue of Certificates ...................10
     Section 2.    Legends for Preferences and Restrictions on Transfer ....11
     Section 3.    Facsimile Signatures ....................................11
     Section 4.    Lost Certificates .......................................11
     Section 5.    Transfer of Shares ......................................12
     Section 6.    Registered Shareholders .................................12
     Section 7.    Redemption of Control Shares ............................12

ARTICLE SIX - GENERAL PROVISIONS
     Section 1.   Dividends ................................................12
     Section 2.   Reserves .................................................12
     Section 3.   Checks ...................................................12
     Section 4.   Fiscal Year ..............................................13
     Section 5.   Seal .....................................................13
     Section 6.   Gender ...................................................13

 ARTICLE SEVEN - AMENDMENT OF BYLAWS .......................................13


BYLAWS
OF
THOR VENTURES CORP.
ARTICLE ONE
OFFICES

Section 1. Principal Office. The principal office of Thor Ventures Corp., a Florida corporation (the "Corporation"), shall be located at such place determined by the Board of Directors of the Corporation (the "Board of Directors") in accordance with applicable law.

Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at such place, within or without the State of Florida, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place, within or without the State of Florida, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided, that there shall be an annual meeting held every calendar year at which the shareholders shall elect a board of directors and transact such other business as may property be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders shall be held if called in accordance with the procedures set forth in the Corporation's Articles of Incorporation (the "Articles of Incorporation") for the call of a special meeting of shareholders.

Section 4. Conduct of Meetings. The Chairman of the Board of Directors (or in his absence, the President, or in his absence, such other designee of the Chairman of the Board of Directors) shall preside at the annual and special meetings of shareholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, written or printed notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class mail or other legally sufficient means, by or at the direction of the Chairman of the Board, President, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the address appearing on the stock transfer books of the Corporation, with postage thereon prepaid. If a meeting is

1

adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors,after adjournment, fixes a new record date for the adjourned meeting. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall constitute an effective waiver of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless the person objects at the beginning to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of or defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented.

Section 6. Business and Nominations..for Annual and Special Meetings. Busines transacted at any special meeting shall be confined to the purposes stated in the notice thereof. At any annual meeting of shareholders, only such business shall be conducted as shall have been property brought before the meeting in accordance with the requirements and procedures set forth in the Articles of Incorporation. Only such persons who are nominated for election as directors of the Corporation in accordance with the requirements and procedures set forth in the Articles of Incorporation shall be eligible for election as directors of the Corporation.

Section 7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or applicable law, shares representing a majority of the votes pertaining to outstanding shares which are entitled to be cast on the matter by the voting group constitute a quorum of that voting group for action on that matter. If less than a quorum of shares are represented at a meeting, the holders of a majority of the shares so represented may adjourn the meeting from time to time. After a quorum has been established at any shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting

2

or any adjournment thereof Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Section 8. Voting Rights Per Share. Each outstanding share, regardless of class, shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by or pursuant to the Articles of Incorporation or the Florida Business Corporation Act.

Section 9. Voting of Shares. A shareholder may vote at any meeting of shareholders of the Corporation, either in person or by proxy. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws of such corporate shareholder or, in the absence of any applicable bylaw, by such person or persons as the board of directors of the corporate shareholder may designate. In the absence of any such designation, or, in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by such person, either in person or by proxy, but no trustee shall be entitled to vote shares held by such person without a transfer of such shares into his name or the name of his nominee. Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such personwithoutthetransferthereofintohisname. Lf shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, his act binds all; (b) if more than one vote, in person or by proxy, the act of the majority so voting binds all; (c) if more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

Section 10. Proxies. Anyshare holder of the Corporation, other person entitled to vote on behalf of a shareholder pursuant to law, or aftorney-in-fact for such persons may vote the shareholders shares in person or by proxy. Any shareholder of the Corporation may appoint a proxy to vote or otherwise act for such person by signing an appointment form, either personally or by his aftorney-in-fact. An executed telegram or cablegram appearing to have

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been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary of the Corporation (the "Secretary") or such other officer or agent which is authorized to tabulate votes, and shall be valid for up to 1 1 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the shareholder appointing a proxy does not affect the night of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy authority under the appointment is exercised. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 11.Shareholder List. Afterfixing a record date for a meeting of shareholders, the Corporationshallprepare an alphabetical list of the names of all its shareholders who are entitled to notice ofthe meeting, arranged by voting group with the address of, and the number and class and series,if any, of shares held by each. The shareholders'list must be available for inspection by any shareholder for a period of ten (10) days poor to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation's transfer agent or registrar. Any shareholder of the Corporation or such person's agent or attorney is entitled on wriften demand to inspect the shareholders' list (subjegt to the requirements of law), during regular business hours and at his expense, during the period it is available for inspection. The Corporation shall make the shareholders'list available at the meeting of shareholders, and any shareholder or agent or aftomey of such shareholder is entitled to inspect the list at any time du(ing the meeting or any adjournment. The shareholders'list is prima facie evidence of the identity of shareholders entitled to examine the shareholders' list or to vote at a meeting of shareholders.

Section 12. Action Without Meeting. Any action required or permitted by law to be taken at a meeting of shareholders may be taken without a meeting or notice if a consent, or consents, in writing, setting forth the action so taken, shall be dated and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted with respect to the subject matter thereof, and such consent shall be delivered to the Corporation, within the period required by Section 607.0704 of the Flodda Business Corporation Act, by delivery to its principal office in the State of Florida, its principal place of business, the Secretary or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholder's are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action, in accordance with the requirements of Section 607.0704 of the Florida Business Corporation Act.

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Section 13. Fixing Record Date. Forthe purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in orderto make a determination of shareholders for any other proper purposes, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the meeting or action requiring such determination of shareholders. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or the determination of shareholders entitled to receive payment of a dividend, the date before the day on which the first notice of the meeting is mailed or the date on which the resolutions of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, except where the Board of Directors fixes a new record date for the adjourned meeting.

Section 14. Inspectors and Judges. The Board of Directors in advance of any meeting may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If any inspector or inspectors, orjudge orjudges, are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting, or at the meeting by the person presiding thereat. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots and consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots and consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, the inspector or inspectors orjudge orjudges, if any, shall make a report in writing of any challenge, question or matter determined by him or them, and execute a certificate of any fact found by him or them.

Section 15. Voting for Directors. Unless otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

ARTICLE THREE
DIRECTORS

Section 1. Number: Term: Election; Qualification. The number of directors of the Corporation shall be fixed from time to time, within the limits specified by the Articles of Incorporation, by resolution of the Board of Directors. Directors shall be elected in the manner and hold office for the term as prescribed in the Articles of Incorporation. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Florida, shareholders of the Corporation or citizens of the United States.

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Section 2. Resignation: Vacancies; Removal. A director may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. In the event the notice of resignation specifies a later effective date, the Board of Directors may fill the pending vacancy (subject to the provisions of the Articles of Incorporation) before the effective date if they provide that the successor does not take office until the effective date. Director vacancies shall be filled, and directors may be removed, in the manner prescribed in the Corporation's Articles of Incorporation.

Section 3. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.

Section 4. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida.

Section 5. Annual Meetings. Unless scheduled for another time by the Board of Directors, the first meeting of each newly elected Board of Directors shall be held, without call or notice, immediately following each annual meeting of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may also be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of Directors may be called by the President or Chairman of the Board and shall be called by the Secretary on the written request of any two directors. At least forty-eight (48) hours' prior written notice of the date, time and place of special meetings of the Board of Directors shall be given to each director. Except as required by law neither the business to be transacted at,nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notices to directors shall be in writing and delivered to the directors at their addresses appeadng on the books of the Corporation by personal delivery, mail or other legally sufficient means. Subject to the provisions of the preceding sentence, notice to directors may also be given by telegram, teletype or other form of electronic communication. Notice by mail shall be deemed to be given at the time when the same shall be received. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before, during or after the meeting, shall constitute an effective waiver of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

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Section 8. Quorum and Required Vote. A majority of the prescribed number of directors determined as provided in the Articles of Incorporation shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting to another time and place, without notice other than announcement at the time of adjournment. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called.

Section 9. Action Without Meeing. Any action required or permitted to be taken at a meeting of the Board of Directors or committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Action taken under this Section 9 is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 9 shall have the effect of a meeting vote and may be described as such in any document.

Section l0. Conference Telephone or Similar Communications Equipment Meetings. Directors and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

Section 11. Commitees. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where the action of the full Board of Directors is required by applicable law. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this Article Three, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Vacancies in the membership of a committee may be filled only by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such member by law.

Section 12. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Similarly, members of special or standing committees may be allowed compensation for attendance at committee meetings or a stated salary as a committee member and payment of expenses for attending committee meetings. Directors may receive such other compensation as may be approved by the Board of Directors.

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ARTICLE FOUR
OFFICERS

Section 1. Positions. The officers of the Corporation may consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (any one or more of whom may be given the additional designation of rank of Executive Vice President or Senior Vice President), a Secretary, a Chief Financial Officer and a Treasurer. Any two or more offices may be held by the same person. Officers other than the Chairman of the Board need not be members of the Board of Directors. The Chairman of the Board must be a member of the Board of Directors.

Section 2. Election of Specified Officers bv Board. The Board of Directors at its first meeting after each annual meeting of shareholders shall elect a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (including any Senior or Executive Vice Presidents), a Secretary, a Chief Financial Officer and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors, or, unless otherwise specified herein, appointed by the Chairman of the Board. The Board of Directors shall be advised of appointments by the Chairman of the Board at or before the next scheduled Board of Directors meeting.

Section 4. Compensation. The salaries, bonuses and other compensation of the Chairman of the Board and all officers of the Corporation to be elected by the Board of Directors pursuant to Section 2 of this Article Four shall be fixed from time to time by the Board of Directors or pursuant to its direction. The salaries of all other elected or appointed officers of the Corporation shall be fixed from time to time by the Chairman of the Board or pursuant to his direction.

Section 5. Term; Resignation: Removal, Vacancies. The officers of the Corporation shall hold office until their successor's are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors or the Chairman of the Board may be removed, with or without cause, by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or agent appointed by the Chairman of the Board pursuant to Section 3 of this Article Four may also be removed from such office or position by the Board of Directors or the Chairman of the Board, with or without cause. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors, or, in the case of an officer appointed by the Chairman of the Board, by the Chairman of the Board or the Board of Directors. Any officer of the Corporation may resign from his respective office or position by delivering notice to the Corporation, and such resignation shall be effective without acceptance. Such resignation shall be effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until such effective date.

Section 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors. The Chairman of the Board shall also serve as the chairman of any executive committee.

Section 7. Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer, in conjunction with the President, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall have such powers and perform such duties as may be prescribed by the Board of Directors. In the absence of the

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Chairman of the Board or in the event the Board of Directors shall not have designated a Chairman of the Board, the Chief Executive Officer shall preside at meetings of the shareholders and the Board of Directors. The Chief Executive Officer shall also serve as the vice-chairman of any executive committee.

Section 8. President. Subject to the control of the Board of Directors, the President, in conjunction with the Chief Executive Officer, shall have general and active management of the business of the Corporation and shall have such powers and perform such duties as may be prescribed by the Board of Directors. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event the Board of Directors shall not have designated a Chairman of the Board and a Chief Executive Officer shall not have been elected, the President shall preside at meetings of the shareholders and the Board of Directors. The President shall also serve as the vice-chairman of any executive committee.

Section 9. Vice Presidents. The Vice Presidents, in the order of their seniority, unless otherwise determined bythe Board of Directors, shall, in the absence ordisability of the President and the Chief Executive Officer, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall prescribe or as the Presidentmayfromtimetotimedelegate. ExecutiveVicePresidentsshalibeseniortoSenior Vice Presidents, and Senior Vice Presidents shall be senior to all other Vice Presidents.

Section 10. Secretary. The Secretary shall attend all meetings of the shareholders and all meetings of the Board of Directors and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors and shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 11. Chief Financial Officer. The Chief Financial Officer shall be responsible for maintaining the financial integrity of the Corporation, shall prepare the financial plans for the Corporation and shall monitorthe financial performance of the Corporation and its subsidiaries, as well as performing such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 12. Treasurer. The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall renderto the Chairman of the Board and the Board of Director's at its regular meetings orwhen the Board of Directors so requires an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 13. Other Officers: Employees and Agents. Each and every other officer, employee and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to such person by the Board of Directors, the officer so appointing such person or such officer or officers who may from time to time be designated by the Board of Directors to exercise such supervisory authority.

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ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates (and upon request every holder of uncertificated shares) shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or a Vice Chairman of the Board, or the Chief Executive Officer, President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.

Section 2. Legends for Preferences and Restrictions on Transfer. The designations, relative rights, preferences and limitations applicable to each class of shares and the variations in rights, preferences and limitations determined for each series within a class (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of this information on request and without charge. Every certificate representing shares that are restricted as to the sale, disposition, or transfer of such shares shall also indicate that such shares are restricted as to transfer, and there shall be set forth or faidy summarized upon the certificate, orthe certificate shall indicate that the Corporation will furnish to any shareholder upon request and without charge, a full statement of such restdgtions. If the Corporation issues any shares that are not registered under the Securities Act of 1933, as amended, or not registered or qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORYTO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."

Section 3. Facsimile Signatures. Any and all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 6. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Florida.

Section 7. Redemption of Control Shares. As provided by the Florida Business Corporation Act, if a person acquiring control shares of the Corporation does not file an acquiring person statement with the Corporation, the Corporation may, at the discretion of the Board of Directors, redeem the control shares at the fair value thereof at any time during the 60-day period after the last acquisition of such control shares. If a person acquiring control shares of the Corporation files an acqu icing person statement with the Corporation, the control shares may be redeemed by the Corporation, at the discretion of the Board of Directors, only if such shares are not accorded full voting rights by the shareholders as provided by law.

ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, stock (including its own shares) or otherwise pursuant to law and subject to the provisions of the Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner.

Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 5. Seal. The Board of Directors may adopt a corporate seal by resolution. The corporate seal, if adopted, shall have inscribed thereon the name and state of incorporation of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6. Gender. All words used in these Bylaws in the masculine gender shall extend to and shall include the feminine and neutral genders.

ARTICLE SEVEN

AMENDMENT OF BYLAWS

Except as otherwise set forth herein, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.

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PRESIDENT'S CERTIFICATE OF ADOPTION OF
THE BYLAWS OF THOR VENTURES CORP.

I hereby certify:

That I am the duly elected President of Thor Ventures Corp., a Florida corporation; That the foregoing Bylaws comprising thirteen (1 3) pages, constitute the Bylaws of said corporation as duly adopted by the Board of Directors of the Corporation on June 8th, 1998.

IN WITNESS WHEREOF, I have hereunder signed my name this 8th day of June, 1998.

/s/ Kevin Landstrom, President

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