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Tom Takes Back HIS Company or Caveat Emptor

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Lazytncajun41   Tuesday, 04/20/10 11:44:09 AM
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Tom Takes Back HIS Company or Caveat Emptor to the Naked Shorters! (Note: This is all one document broken into many posts due to the limitations of the yahoo message board)

Many of you are having difficulty reconciling the inconsistencies of this alleged sale of Thresher Industries, Inc. (THRR). Many of the ‘bashers’ are having extreme difficulty with completing sentences, spelling errors, and grammar problems. I believe an examination of the facts actually telegraphs the absence of any variation or discrepancy.

You are not to rely on my opinions, as I offer them solely for your reflective consideration and remember; they are free. You should consider the facts and base your opinion on them! Yes, it would be difficult to divorce myself from my experiences gained as an attorney, accountant, law enforcement investigator, and a teacher.

To be perfectly clear, I could care less about the ‘bashers’, but to the other reasonable investors attempting to find clarity, please consider the following summary premise, which finds extreme precision when applied against the facts as disclosed.

THRR is not being bought by another public company, instead – it’s Tom taking back HIS company.

Many intelligent investors have pointed to several disconcerting statements, including those surrounding the actual party doing due diligence. Normally, the company buying another entity is the one completing due diligence, not the reverse as disclosed in THRR’s press release. But again in this case, we were told that THRR was actively involved in completing due diligence. This strange circumstance makes perfect sense if THRR is moving from public to private ownership. It is THRR that owes an obligation to its investors to make sure, for instance, that the private individual or company attempting to buy THRR has the financial ability to actually fund the transaction.

Many prudent investors have questioned the early disclosure of a key term concerning the sale of the company. It is not normal to broadcast that the buyer will pay one cent per share for all outstanding and issued shares of a company, as was done with THRR. The answer seems simple; Tom is insulating himself from post transaction lawsuits. If Tom is the buyer - and I think he most certainly is and moreover, I will provide the facts herein from which to draw that reasonable inference, then he has cleverly and loudly announced to the entire world that a premium of five to fifteen hundred percent exists for anyone wanting to invest in THRR. No Federal Court or the SEC can find a problem where such a premium was made public weeks in advance of the transaction closing. If you want to cry after-the-fact, then the only thing your lawsuit will find is the exit door via an immediately granted Motion to Dismiss.

As it relates to the ‘naked shorters’, you better cover quickly while the price is low. Personally, the SEC should do more than slap your wrist with small fines. For those of you willing to seek verification, then review the Level II materials posted on pinksheets.com if you doubt the amount actually fined against just one investment house this year alone and yes, they have shorted THRR.
We can go in chronological order or by substantive thought content, either works. Maybe it would also be beneficial to number the subsequent paragraphs.

1. A very long time ago, Tom (and I hope Mr. Tom Flessner will forgive the presumed familiarity) published a letter to his investors. (see the following link: http://www.thresherindustries.com/Open%2... )

Tom states the following on January 9, 2008 (Yes, 2008):

“Since October 2006, none of our officers - CEO, CFO, insiders or control persons - have sold any Thresher stock either issued to them or that they have purchased in the open market. The consensus is that the current price of Thresher stock is outrageously low and undervalued. Once the company shows its true worth to the investment community we believe a more realistic value will be achieved. I speak for those close to the company that feel there is value in the shares they have acquired and they will not sell their shares until value and liquidity have been restored to the company.”

A key point to consider is that Tom is offended by investors’ lack of confidence in HIS company. Additionally, the theme is beginning as it relates to the absence of any insider selling.

For added interest to all of the ‘bashers’ and ‘naked shorters’, consider the last statement contained in that letter and do appreciate that this January 2008 letter has never been removed from his website. I wonder if this action is by design so that Tom will never lose sight of his anger at the absence of investor confidence It is a reminder in the mirror of the crucible that hangs from his company's neck.

Listen to the attitude that sounds loudly when reading Tom's last paragraph.


“Recently there have been misleading and false statements regarding Thresher Industries. First, we are a real manufacturing company with sales and value; we have a strong yet diverse customer base and unique technologies. The company has a clearly defined business plan and we are on track for a profitable year in 2008. We have added strong players to our team, new customers, new materials and a new dedication to become a leader in our industry. I wish all of our investors and business partners a profitable and prosperous New Year.” If I were a ‘naked shorter’, it might occur to me that if this man gets a chance for revenge, he might just pull that trigger. This early puzzle piece will find an easy fit into the picture that appears later.


2. The stock price falls precipitously low during late 2009 and early 2010. It would be nearly impossible to find a value below .0001! Yet, THRR announces one revenue order after another during 2009, but the investor community ignores Tom’s company. How do you think this factor affected Tom and his life’s work? If you arrive at any answer other than negatively, then you have not paid attention to the tealeaves. I personally believe a strategic plan was born and Tom's plan was to take back his company and if a few shorters get hurt in the process so much the better. Remember, revenge is a dish best served cold.


3. Again, numerous press releases abound about new orders in late 2009. On January 26, 2010, Thresher Industries Receives Tooling Order from S&P 500 Conglomerate.


http://finance.yahoo.com/news/Thresher-I...
Press Release Source: Thresher Industries, Inc. On Tuesday January 26, 2010, 9:23 am EST
HANFORD, Calif., Jan. 26 /PRNewswire-FirstCall/ -- Thresher Industries, Inc. (Pink Sheets: THRR), a California-based manufacturer of precision aluminum and advanced metal matrix composite parts, announced today that it has received two purchase orders from an S&P 500 company. Thresher began production on both orders and all parts were shipped by the end of 2009. Thresher received two purchase orders for two parts each. After completing inspection and approval, Thresher has finalized production on the purchase orders and booked the revenue in the amount of approximately $70,000 for the fourth quarter of 2009.
"This represents the first and second production orders for our high pressure casting facility and the first use of our proprietary more thermal conductive alloy. The base alloy for our thermal conductive aluminum is 356, which is not only unique but groundbreaking in the high pressure casting industry," stated Tom Flessner, CEO Thresher Industries.”

Take time to correlate orders to stock price and understand such circumstance finds extreme displeasure with Tom. One could also say personal. Again, if I were a ‘naked shorter’, I might run to cover quickly. Will that benefit me, YES, but it also benefits the first to cover. I’m in for the long haul. As to the ‘bashers’, and no personal offense, but you probably gave up long ago due to an absence of attained intellectual ability. Yet again, another announcement on February 2, 2010, Thresher Industries Receives Outlook for 2010 - $1.4m From S&P 500 Company
http://finance.yahoo.com/news/Thresher-I...

If you pay attention, some causal investors might think these are rehashes, but the truth is that they contain substantive information and provide insight into coming orders and expansion of existing orders. All of this activity is real revenue generation, but investors find no excitement. Again, how do you think Tom feels about the investor community when it concerns his company?

The story continues and yes these facts will lead to a reasonable inference that Tom is mad and will take his company back from the investor community. Personally, I understand why this action is absolutely reasonable.


On February 9, 2010, Thresher Industries reveals its continued Testing With Cal Poly San Luis Obispo.
http://finance.yahoo.com/news/Thresher-I...
“Thresher Industries, Inc. (Pink Sheets: THRR), a California-based manufacturer of precision aluminum and advanced metal matrix composite parts, announced today that it has delivered, to Cal Poly San Luis Obispo material sciences department, initial samples of its latest proprietary advanced metal matrix composite "ThermaLite" for inspection of dispersion of the ceramic in the base alloy. Testing includes electronic scanning microscopic evaluation to determine how well the particulates of ceramic are dispersed in the base aluminum as well as elongation, ductility and strength testing of the materials. Thresher Industries has been developing advancements in its manufacturing methods to increase both the speed of manufacturing these materials as well as to allow better grain structure for the alloy. Patent applications for these advancements require this systematic approach to material validation prior to the submission of the patent applications.
Tom Flessner, President and CEO remarked, "We are responding to customer demands for higher levels of material refinement, working with our equipment engineers and Cal Poly Material Sciences Department to validate our materials. The results of initial experiments run in our facility with the upgraded equipment have been very encouraging, as we have seen higher levels of reinforcement. Our customers will require higher volumes of material and to deliver those we need to have the equipment that can do that on a production basis. Prior to this, we have been able to produce up to 3,000 pounds of material per shift, this will triple that capability." One of the first programs that is taught in a computer programming class is “Hello World!” In this case, maybe “Wakeup World!” The man is disclosing a new and highly pliable and revenue producing product – ThermaLite.

An interesting article may be found at the following link:

Case Study on Thermalite and Company Overview http://stockreads.com/Stock-Newsletter.a...


To further define the evolution of this new product, THRR announced on February 24, 2010 - Thresher Industries' Newest Material Receives High Marks From Independent Testing.
http://finance.yahoo.com/news/Thresher-I...

“Thresher Industries, Inc. (Pink Sheets:THRR.pk - News) announced today that it has received the positive interim material testing analysis from Cal Poly San Luis Obispo Material Sciences Department. The test report concluded the company's own findings on its proprietary material as well as the process used to obtain its superior distribution of particulate in the base aluminum.”
“According to the company, the success of the new material is due to the high level of distribution of the particulate and this is exactly where many companies have failed before. These results will enable Thresher to obtain a large market penetration in this highly profitable industry. The company, through its partnership with Cal Poly San Luis Obispo anticipates further developing this material as well as other materials for strength, wear resistance and heat dissipation for use in vehicles, reducing emissions and fuel consumption via weight reduction in this multi-billion dollar industry.”
"These test results represent a signifi“Thresher Industries (Pink Sheets:THRR.pk - News) announced today that it has been supplying lighting components to Cooper Industries, Ltd., its previously referred to S&P 500 Conglomerate. These components are being used in a new product line of energy efficient LED light fixtures. "We are very proud to be working with Cooper Lighting, a subsidiary of Cooper Industries, on this program. The parts we supply are highly cosmetic, and function as a heat sink due to our advanced materials and high pressure casting process," said Tom Flessner, President / CEO of Thresher Industries. "Production orders were placed, and deliveries began in Q4 2009, with anticipated follow up orders to come soon to our high pressure casting Hanford facility."
“About Cooper Industries
Cooper Industries, Ltd. is a global manufacturer with 2008 revenues of $6.5 billion, approximately 88 percent of which are from electrical products. Founded in 1833, Cooper's sustained level of success is attributable to a constant focus on innovation, evolving business practices while maintaining the highest ethical standards, and meeting customer needs. The Company has eight operating divisions with leading market share positions and world-class products and brands. Cooper, which has manufacturing facilities in 23 countries as of 2008, is incorporated in Bermuda with administrative headquarters in Houston, TX. For more information, visit the web site at http://www.cooperindustries.com/. Cooper Lighting, a subsidiary of Cooper Industries, is the leading provider of innovative, high quality lighting fixtures and related products to worldwide commercial, industrial, retail, residential and utility markets. For more information, visit http://www.cooperlighting.com/.”

Hey guys and for those of you that research just a little - look at what Wikipedia states about Cooper Industries. Cooper has a history of taking over other suppliers. http://en.wikipedia.org/wiki/Cooper_Indu...
This February 25, 2010, news release and the fact about Cooper’s propensity to absorb other companies is most certainly missing the needed connection of the later news release that is associated with THRR’s sale as announced on March 12, 2010. But, I think Tom’s seed has been sown well before this point in time. Actually, this seed will bear financial fruit in no time at all. I will explain later.

4. Now the stage is set for the March 2010 press releases.
On March 1st THRR announces increased staff due to strong demand. Keep in mind that these opening ‘catch phrases’ are no accident.
“Thresher Industries, Inc. (Pink Sheets:THRR.pk - News), a California-based manufacturer of precision aluminum and advanced metal matrix composite parts, announced today that it has had to increase the number of production employees for its high pressure casting division due to increasing demand for its unique cast parts. Thresher has also added to quality assurance staffing and its product finishing staff, due to increasing part orders and necessary throughput on its latest purchase orders, as well as increased purchase orders from its customers. cant milestone for our company in its quest to be a leader in the development of light weight high strength materials," said Tom Flessner, President and CEO of Thresher Industries Inc. "Our now proven ability to manufacture these advanced materials in a cost effective and consistent manner will make our company and product very desirable to the automotive, and aviation industries," further added Mr. Flessner.”

Again, validation of product line is being publicized to the investor community. However, no one seems to be listening. Could this fact be playing into Tom’s Strategic Plan (SP)? Recall that I believe this SP began last year.

Then on February 25, 2010, THRR announces a huge order and relationship with Cooper Industries.

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