Thresher Industries, Inc. (THRR)

[overachiever]

ATTENTION NEWBIES! THRR BUYOUT DD********

If people want to do effective due diligence on a stock, and especially on a pink sheet stock, talking to the CEO is one of the last things you should do. Obtaining third party verification of the things a company claims is the only way to go about it.

In the case of THRR, common sense would have won the day here and saved newbies a lot of the losses which they are now facing.

For example. This company's CEO claims a buyout is coming by an April 10th closing date that will be worth one penny per share (or a total of approx 105 million dollars) to shareholders.


How can this be so in light of the following facts?

1. This company is technically bankrupt. Its liabilities as of the date of its last filing far outweigh its assets.

2. The company only has $488,000 in total assets.

3. The company has over one million dollars in CURRENT LIABILITIES

4. The company has over two million dollars in LONG TERM DEBT.

5. The company is LOSING approx a half million dollars per quarter.

5. The company only does a minuscule approx. $10,000 in sales per month

7. The company has a NEGATIVE 10 million dollars in retained earnings.

8. The companies financials have NOT been audited.

http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=26938

9. The suitor is unnamed.

10. There has been no announcement as to whether this mystery suitor would be paying in cash or stock and if stock, whether the stock would be free trading or not.

11. The suitor being unnamed makes it impossible for any shareholder to do any due diligence as to the suitor's ability to pay.

12. There are promoters working this stock and have been hyping the announcement very aggressively. If .01 was guaranteed, why would promoters be needed to to try to jack the price of the stock to .01? Why pay a promoter a penny to try to get a stock to a price which is already guaranteed?

13. Since the company supposedly agreed to the terms of the deal already on the table, they have issued almost a BILLION SHARES of new stock and raised their A/S by 4 BILLION shares. Sorry, but a legitimate buyer would not stand for this. This effectively raises the price they would have to pay for the company by a substantial margin and would thus make any agreed upon deal null and void as well as substantially changes the terms of the original offer.

14. The tape tells the tale. The stock is trading at .0012. If the deal were real, the mystery suitor's investment banker would be buying the stock to within 10 or 20% (.008 to .009) of the buyout price. The fact that is not happening, tells everyone that there is no deal worth .01 in cash for this stock or nothing even close to it.


Most importantly,

15. If there was indeed a tender offer, the whole mess is 100% illegal. Why? The company claims this will all be consummated by April the 10th. This proves that these bungling bozos have not consulted with securities attorneys to find out how a legal tender offer is even conducted.

This is 100% SCAM and here is why. It is all in violation of Rule 14e-1 and the Securities Exchange Act of 1934

Rule 14e-1 -- Unlawful Tender Offer Practices

As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, no person who makes a tender offer shall:
Hold such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders; provided, however, that if the tender offer involves a roll-up transaction as defined in Item 901(c) of Regulation S-K and the securities being offered are registered (or authorized to be registered) on Form S-4 or Form F-4, the offer shall not be open for less than sixty calendar days from the date the tender offer is first published or sent to security holders;

Increase or decrease the percentage of the class of securities being sought or the consideration offered or the dealer's soliciting fee to be given in a tender offer unless such tender offer remains open for at least ten business days from the date that notice of such increase or decrease is first published or sent or given to security holders.

http://www.law.uc.edu/CCL/34ActRls/rule14e-1.html

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