THRR...Company & management are very Real and Respected...A rare find in the pink sheets. imho
Part D Management Structure and Financial Information
Item XI The name of the chief executive officer, members of the board of
directors, as well as control persons.
The goal of this section is to provide an investor with a clear understanding of
the identity of all the persons or entities that are involved in managing,
controlling or advising the operations, business development and disclosure of
the issuer, as well as the identity of any significant shareholders.
A. Officers and Directors. In responding to this item, please provide the
following information for each of the issuer’s executive officers, directors,
general partners and control persons, as of the date of this information
statement:
1. Full name;
2. Business address;
3. Employment history (which must list all previous employers for the past
5 years, positions held, responsibilities and employment dates);
4. Board memberships and other affiliations;
5. Compensation by the issuer; and
6. Number and class of the issuer’s securities beneficially owned by each such person.
Tom Flessner, CEO/President
13400 Hanford Armona Road
Hanford, Ca 93230
Currently the shares beneficially owned by Tom Flessner are 6,527,567
shares of restricted common stock.
Tom started his career in product design in the mid 1960’s with Outboard Marine Corporation the parent company of Johnson and Evinrude outboard motors. His background is in the die-casting and foundry management business. He has been successful in the turn around of distressed manufacturing companies. In 1991 he successfully implemented a turnaround of Puget Cast Products Casting Division in Tacoma, Washington and later Allied Die Castings in Rutherfordton, North Carolina. In 1996 as
Director of the Precision Pressure Cast Division of Alyn Corporation was instrumental in design and build of their casting department. He has worked with businesses attracting customers such as General Motors and Buell.
Roger Rowell, CFO/Director
13400 Hanford Armona Road
Hanford, Ca 93230
Currently the shares beneficially owned by Roger Rowell are 1,693,649 shares of restricted common stock. Roger holds a Bachelors degree in finance from the Sid Craig School of
Business at Fresno State University. At the age of 24 he became Managing General Partner of The Rowell Company in Fresno, California. His direction took an office building with 27% occupancy to 100% at the time of its sale. Roger is Managing General Partner of Temecula Ranchos, A California
General Partnership. He was in charge of the financial and operational aspects of the farming organization. Temecula Ranchos was one of the largest Grapefruit producers in California. Roger is also President of Mahowell Services, a California Corporation. His duties include due diligence and real estate acquisitions. Roger ended his five year career as a financial advisor with Merrill Lynch where he focused on corporate financing to become CFO of Thresher Industries.
Directors:
Kevin Weeks, Director
Currently the shares beneficially owned by Kevin Weeks are 601,125 shares
of restricted common stock.
Kevin Weeks successfully founded/started his own multi-line insurance agency in the Chicago area in 1976. In 1990 Kevin stepped away from daily operations and successfully completed a turnaround in the corporate agency that he was currently employed with. In 1995 Kevin relinquished management of that agency back to the corporation he currently supervises today. He has also been contracted to various agencies and organizations for
leadership and motivational instruction. His extensive background in corporate financial structure and financial planning will be a benefit. He has been instrumental in working to obtain new customers and shares the enthusiasm for this business. He dedicates a large part of his time to Thresher and makes quarterly visits to our facility.
Ed Gardner, Director
Currently the shares beneficially owned by Ed Gardner are 175,003 shares of
restricted common stock. ED GARDNER, Chairman of the Board of Directors Ed joins Thresher with more than 24 years of Quality, Continual Improvment and manufacturing experience. Ed is currently the Vice President of Global Quality for Thermadyne and most recently Ed served as Corporate Quality Director at Greene Tweed and Global Quality Systems leader at Owens Corning. Ed also gained valuable insight into the Quality arena working with Holley Performance Products, Allied Signal, and Warn Industries. Ed holds a B.S. degree from Utah State University and a MBA
from Willamette University in Oregon. Ed is a Certified Lean Six Sigma
Master Belt.
B. Legal/Disciplinary History.
Please identify whether any of the foregoing
persons have, in the last five years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
None
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking
activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been
reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.
None
C. Disclosure of Family Relationships. Describe any family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than five percent (5%) of the any class of the issuer’s equity securities.
None
D. Disclosure of Related Party Transactions. Describe any transaction during the issuer’s last two full fiscal years and the current fiscal year or any currently proposed transaction, involving the issuer, in which (i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the
issuer’s total assets at year-end for its last three fiscal years and (ii) any related person had or will have a direct or indirect material interest. Disclose the following information regarding the transaction:
None
1. The name of the related person and the basis on which the
person is related to the issuer;
2. The related person’s interest in the transaction;
3. The approximate dollar value involved in the transaction (in the case of indebtedness, disclose the largest aggregate amount
of principal outstanding during the time period for which
disclosure is required, the amount thereof outstanding as of
the latest practicable date, the amount of principal and
interest paid during the time period for which disclosure is
required, and the rate or amount of interest payable on the
indebtedness);
4. The approximate dollar value of the related person’s interest in the transaction; and
5. Any other information regarding the transaction or the related
person in the context of the transaction that is material to
investors in light of the circumstances of the particular
transaction.
None
Instruction to paragraph D of Item XI:
1. For the purposes of paragraph D of this Item XI, the term “related person” means any director, executive officer, nominee for director, or beneficial owner of more than five percent (5%) of any class of the issuer’s equity securities, immediate family members5 of any such person, and any
person (other than a tenant or employee) sharing the household of any such person.
2. For the purposes of paragraph D of this Item XI, a “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of
similar transactions, arrangements or relationships.
3. The “amount involved in the transaction” shall be computed by determining the dollar value of the amount involved in the transaction in question, which
shall include:
a. In the case of any lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments due on or after the beginning of the issuer’s last fiscal year, including any required or
optional payments due during or at the conclusion of the lease or other transaction providing for periodic payments or installments; and
b. In the case of indebtedness, the largest aggregate amount of all indebtedness outstanding at any time since the beginning of the issuer’s last fiscal year and all amounts of interest payable on it during the last
fiscal year.
4. In the case of a transaction involving indebtedness:
a. The following items of indebtedness may be excluded from the calculation of the amount of indebtedness and need not be disclosed: amounts due from the related person for purchases of goods and services subject to usual trade terms, for
ordinary business travel and expense payments and for other transactions in the ordinary course of business; and
b. Disclosure need not be provided of any indebtedness transaction for beneficial owners of more than five percent (5%) of any class of the issuer’s equity securities or such person’s family members.
5. Disclosure of an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction need not be provided. Disclosure of compensation to a director also need not be provided.
6. A person who has a position or relationship with a firm, corporation, or other entity that engages in a transaction with the issuer shall not be deemed to have an indirect material interest for purposes of paragraph D of this Item
XI where:
a. The interest arises only:
i. From such person’s position as a director of another corporation or organization that is a party to the transaction; or
ii. From the direct or indirect ownership by such person and all other related
persons, in the aggregate, of less than a ten percent (10%) equity interest in
another entity (other than a partnership) which is a party to the transaction; or
iii. From both such position and ownership; or
b. The interest arises only from such person’s position as a limited partner in a
partnership in which the person and all other related persons have an interest of
less than ten percent (10%), and the person is not a general partner of and does
not hold another position in the partnership.
7. Disclosure need not be provided pursuant to paragraph D of this Item XI if:
a. The transaction is one where the rates or charges involved in the
transaction are determined by competitive bids, or the transaction involves
the rendering of services as a common or contract carrier, or
public utility, at rates or charges fixed in conformity with law or
governmental authority;
b. The transaction involves services as a bank depositary of funds, transfer
agent, registrar, trustee under a trust indenture, or similar services; or
c. The interest of the related person arises solely from the ownership of a
class of equity securities of the issuer and all holders of that class of
equity securities of the issuer received the same benefit on a pro rata
basis.
8. Include information for any material underwriting discounts and commissions
upon the sale of securities by the issuer where any of the specified
persons was or is to be a principal underwriter or is a controlling person or
member of a firm that was or is to be a principal underwriter.
E. Disclosure of Conflicts of Interest. Describe any conflicts of interest.
Describe the circumstances, parties involved and mitigating factors for any
executive officer or director with competing professional or personal
interests.
Item XII Financial information for the issuer’s most recent fiscal period.
The issuer shall provide the following financial statements for the most recent
fiscal period (whether fiscal quarter or fiscal year).
1) balance sheet;
2) statement of income;
3) statement of cash flows;
4) statement of changes in stockholders’ equity;
5) financial notes; and
6) audit letter, if audited
The financial statements requested pursuant to this item shall be prepared in
accordance with generally accepted accounting principles (GAAP)6 by persons
with sufficient financial skills.
Information contained in annual financial statements will not be considered
current more than 90 days after the end of the issuer’s fiscal year immediately
following the fiscal year for which such statement are provided, or with respect to
quarterly financial statements, more than 45 days after the end of the quarter
immediately following the quarter for which such statements are provided.
Item XIII Similar financial information for such part of the two preceding
fiscal years as the issuer or its predecessor has been in
existence.
Please provide the financial statements described in Item XII above for the
issuer’s two preceding fiscal years.
The issuer has posted quarterly reports that are un-audited for the
required periods on the OTC News and Disclosure section under their
symbol THRR on www.pinksheets.com.
Item XIV Beneficial Owners.
Provide a list of the name, address and shareholdings of all persons beneficially
owning more than five percent (5%) of any class of the issuer’s equity securities.
To the extent not otherwise disclosed, if any of the above shareholders are
corporate shareholders, provide the name and address of the person(s)
owning or controlling such corporate shareholders and the resident agents of
the corporate shareholders.
Tom Flessner - 13400 Hanford Armona Road; Hanford, Ca 93230
Roger Rowell - 13400 Hanford Armona Road; Hanford, Ca 93230
HighWater Capital Management, LLC – 700 Lavaca Street, Suite 400;
Austin, TX 78701 Contact: Sanford Whitehouse - 50 Harrison Street,
Suite 306; Hoboken, NJ 07030
Item XV The name, address, telephone number, and email address of
each of the following outside providers that advise the issuer on
matters relating to operations, business development and
disclosure:
1. Investment Banker
None
2. Promoters
None
3. Counsel
Applbaum & Zouvas, LLP
2368 Second Avenue
San Diego, CA 92101
United States
4. Accountant or Auditor - the information shall clearly (i) describe if an
outside accountant provides audit or review services, (ii) state the work done by
the outside accountant and (iii) describe the responsibilities of the accountant
and the responsibilities of management (i.e. who audits, prepares or reviews the
issuer’s financial statements, etc.). The information shall include the accountant’s
phone number and email address and a description of the accountant’s licensing
and qualifications to perform such duties on behalf of the issuer.
None 5. Public Relations Consultant(s)
None
6. Investor Relations Consultant
None
7. Any other advisor(s) that assisted, advised, prepared or provided
information with respect to this disclosure statement - the information shall
include the telephone number and email address of each advisor.
None
Item XVI Management’s Discussion and Analysis or Plan of Operation.
A. Plan of Operation.
1. Describe the issuer’s plan of operation for the next twelve months. This
description should include such matters as:
i. a discussion of how long the issuer can satisfy its cash
requirements and whether it will have to raise additional funds in
the next twelve months;
ii. a summary of any product research and development that the
issuer will perform for the term of the plan;
iii. any expected purchase or sale of plant and significant
equipment; and
iv. any expected significant changes in the number of employees.
i. The company believes it is able to satisfy its cash requirements for the
next year with the revenue it is currently generating and for additional
money, if needed, the company will seek debt or equity contributions
from third parties.
ii. None
iii. Two Toshiba 350 ton high pressure casting machines and one hi-bred 600
ton high pressure casting machine.
iv. The company plans on additional manufacturing sometime during the
course of the year.
B. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
1. Full fiscal years. Discuss the issuer's financial condition, changes
in financial condition and results of operations for each of the last
two fiscal years. This discussion should address the past and future
financial condition and results of operation of the issuer, with
particular emphasis on the prospects for the future. The discussion
should also address those key variable and other qualitative and
quantitative factors that are necessary to an understanding and
evaluation of the issuer. If material, the issuer should disclose the
following:
i. Any known trends, events or uncertainties that have or are reasonably
likely to have a material impact on the issuer's short-term or long-term liquidity;
None
ii. Internal and external sources of liquidity;
None
iii. Any material commitments for capital expenditures and the expected
sources of funds for such expenditures;
Purchase of high pressure casting machines.
iv. Any known trends, events or uncertainties that have had or that are
reasonably expected to have a material impact on the net sales or revenues or
income from continuing operations;
Since working with Advanced Sales Engineering Group we have witnessed a
significant increase in quotes.
v. Any significant elements of income or loss that do not arise from the
issuer's continuing operations;
None vi. The causes for any material changes from period to period in one or
more line items of the issuer's financial statements; and
None
vii. Any seasonal aspects that had a material effect on the financial
condition or results of operation.
None
2. Interim Periods. Provide a comparable discussion that will enable the reader to
assess material changes in financial condition and results of operations since the
end of the last fiscal year and for the comparable interim period in the preceding
year.
The company has seen an increase in quotes, and anticipates that a
significant amount of those quotes will turn into contracts.
The company is working with Cal Poly San Louis Obispo’s metallurgy
department to develop and test new metal matrix composite aluminum alloys
which will have specific industry interest.
C. Off-Balance Sheet Arrangements.
1. In a separately-captioned section, discuss the issuer’s off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the issuer's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors. The disclosure shall
include the items specified in paragraphs C(1)(i), (ii), (iii) and (iv) of this
Item XVI to the extent necessary to an understanding of such
arrangements and effect and shall also include such other information that
the issuer believes is necessary for such an understanding.
i. The nature and business purpose to the issuer of such off-balance
sheet arrangements;
None ii. The importance to the issuer of such off-balance sheet arrangements in
respect of its liquidity, capital resources, market risk support, credit risk
support or other benefits;
None
iii. The amounts of revenues, expenses and cash flows of the issuer
arising from such arrangements; the nature and amounts of any
interests retained, securities issued and other indebtedness incurred by
the issuer in connection with such arrangements; and the nature and
amounts of any other obligations or liabilities (including contingent
obligations or liabilities) of the issuer arising from such arrangements
that are or are reasonably likely to become material and the triggering
events or circumstances that could cause them to arise; and
None
iv. Any known event, demand, commitment, trend or uncertainty that will
result in or is reasonably likely to result in the termination, or material
reduction in availability to the issuer, of its off-balance sheet
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