U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE TRANSITION PERIOD FROM N/A to N/A
333-90031
Commission file number
NORTHSTAR ELECTRONICS, INC.
Exact name of small business issuer as specified in its charter
DELAWARE
State or other jurisdiction of organization
#33-0803434
IRS Employee incorporation or Identification No.
SUITE # 410- 409 GRANVILLE STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1T2
Address of principal executive offices
(604) 685-0364
Issuer's telephone number
NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES[X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated filer"
and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
[ ]Large accelerated filer [ ]Accelerated filer [X]NON-ACCELERATED FILER
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [ ]Yes [X]NO
Applicable only to issuers involved in bankruptcy proceedings during the preceding five
years:
Check whether the registrant filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court.
Yes[] No[] NOT APPLICABLE
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common equity, as
of the latest practicable date.
COMMON SHARES AS OF MAY 20, 2012: 57,852,824
Transitional Small Business Disclosure Format (check one):
Yes[] NO[X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED - PREPARED BY MANAGEMENT
NORTHSTAR ELECTRONICS, INC. Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 2012 and at December 31, 2011
Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended March 31, 2012
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 3. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES
The Company's financial statements, presented below, are based on the fact that the Company
is in the process of the disposition of its subsidiary, Northstar Network Ltd.
The financial statements have undergone internal review only and, therefore, any
determinations and particular treatments have been made at the sole discretion of
management. These interim financial statements have not been reviewed by the Company's
auditors
NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets - U.S. Dollars
(US Dollars)
March 31 December 31
2012 2011
UNAUDITED UNAUDITED
ASSETS ------------------------------
CURRENT
Cash and cash equivalents $ 238 $ 2,358
Accounts receivable 0 175,361
Due from Empower 240,000 0
Inventory 0 281,830
Prepaid expenses 2,066 24,603
----------------------------------------------------------------------------------------------------------
242,304 484,152
-------------------------------
DUE FROM NORTHSTAR NETWORK LTD 1,264,866 0
DEFERRED CONTRACT COSTS 0 36,389
EQUIPMENT 0 30,791
-----------------------------------------------------------------------------------------------------------
$ 1,507,170 $ 551,332
-------------------------------
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 1,051,084 $ 2,430,675
Loans payable 503,684 707,207
Repayable government assistance 190,766 0
Due to Cabot Management Limited 54,552 53,593
Due to Directors 903,699 1,088,281
Deferred revenue 0 141,101
Current portion of long-term debt (note 3) 542,472 2,061,655
----------------------------------------------------------------------------------------------------------
3,246,257 6,482,512
---------------------------------
LONG-TERM DEBT (note 3) 0 0
-----------------------------------------------------------------------------------------------------------
3,246,257 6,482,512
---------------------------------
STOCKHOLDERS' DEFICIT
Authorized:
100,000,000 Common shares with a par value of $0.0001 each
20,000,000 Preferred shares with a par value of $0.0001 each
Issued and outstanding:
54,852,824 Common shares (53,377,824- December 31, 2011) 5,486 5,338
488,586 Preferred series A shares (488,586 - December 31, 2011) 409,299 409,299
ADDITIONAL PAID-IN CAPITAL 7,097,523 7,058,546
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (707,003) (624,233)
ACCUMULATED DEFICIT (8,544,392) (12,780,130)
-------------------------------------------------------------------------------------------------------------
$ 1,507,170 $ 551,332
=====================================
See notes to the consolidated financial statements
Nature of operations and going concern (note 1) Contingent liabilities (note 5)
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations
Three Months Ended March 31, 2012 and 2011
Unaudited
U.S.Dollars
2012 2011
-----------------------------
Revenue - note 4 $ 0 $183,975
Cost of goods sold 0 90,844
----------------------------------------------------------------------------------
Gross margin 0 93,131
Other income 0 12,396
----------------------------------------------------------------------------------
0 105,527
----------------------------
Expenses
Salaries 0 239,306
Consulting 31,000 0
Finance fees 8,125 0
Professional fees 0 3,028
Management and administration fees 0 45,000
Stock based compensation 0 102,000
Rent 12,000 34,690
Investor relations 0 10,900
Office 1,064 12,621
Travel and business development 0 0
Interest on debt 33,016 211,079
Telephone and utilities 1,500 6,818
Amortization 0 15,903
Foreign exchange (255) 534
Bad debts 0 4,864
-----------------------------------------------------------------------------------
86,450 686,743
--------------------------------
Net from operations before other items (86,450) (581,216)
Other Items:
Loss from discontinued operations (109,391) 0
Net loss for the period $ (195,841) $ (581,216)
Net (loss) per share $ (0.00) $ (0.02)
Weighted average number of shares outstanding 54,115,324 36,662,616
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statement of Changes in Stockholders' Equity
Three Months Ended March 31, 2012
Unaudited
U.S. Dollars
Number of $ Par $ Additional $ Other $ Accumulated $ Total
Shares Value Paid-In Comprehensive Deficit Stockholders'
Capital Income (Loss) Deficit
--------------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2010 36,143,942 $ 3,614 $ 5,764,443 $ (649,153) $(10,972,175) $ (5,853,271)
Currency translation adjustment - - - 24,920 - 24,920
Issuance ofcommon stock:
For loans 2,082,112 208 199,792 - - 200,000
For cash 9,204,288 921 636,079 - - 637,000
For services 5,947,482 595 458,232 - - 458,827
Net loss - - - - (1,807,955) (1,807,955)
--------------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31,2011 53,377,824 $ 5,338 $ 7,058,546 $ (624,233) $(12,780,130) (6,340,479)
Issuance of common stock:
For services 1,475,000 148 38,977 - - 39,125
Net loss for the period - - - - (195,841) (195,841)
Adjustment to foreign exchange - - - (82,770) - (82,770)
Gain on planned disposition of
subsidary - - - - 864,896 864,896
Adjustment to assets and
liabilities for subsidary
to be sold - - - - 3,566,683 3,566,683
---------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2012 54,852,824 5,486 7,097,523 (707,003) (8,544,392) (2,148,386)
SERIES A SHARES OF PREFERRED STOCK -Balance December 31, 2011 409,299
Series A shares of preferred Stock-Converted to common shares -
Series A shares of preferred Stock-Issued during the Year -
----------------------------------------------------------------------------------------------------------------------------
409,299
------------
TOTAL STOCKHOLDERS'EQUITY (DEFICIT)
MARCH 31, 2012 54,852,824 $ 5,486 $7,097,523 $(707,003) $ (8,544,392) $ (1,739,087)
============================================================================================================================
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2012 and 2011
Unaudited
U.S.Dollars
2012 2011
Operating Activities -------------------------
Net income (loss) $(195,841) $(581,216)
Adjustments to reconcile net income (loss) to net
cash used by operating activities
Non cash items:
Amortization 0 2,085
Issuance of common stock for services 39,125 117,400
Changes in operating assets and liabilities (711,259) 134,247
Gain on disposition of operating subsidiary 864,896 0
----------------------------------------------------------------------------------
Net cash (used) provided by operating activities (3,079) (327,484)
-----------------------------------------------------------------------------------
Investing Activities
Property and equipment 0 0
------------------------------------------------------------------------------------
Net cash (used) provided by investing activities 0 0
------------------------------------------------------------------------------------
Financing Activities
Issuance of common shares for cash (net of costs) 0 15,000
Loans payable 0 107,370
Increase (repayment) of long term debt 0 59,686
Advances from (repayment to) directors 0 11,841
------------------------------------------------------------------------------------
Net cash (used) provided by financing activities 0 193,897
------------------------------------------------------------------------------------
Effect of foreign exchange on translation 959 8,034
------------------------------------------------------------------------------------
Inflow (outflow) of cash (2,120) (125,553)
Cash, beginning of period 2,358 135,311
------------------------------------------------------------------------------------
Cash, end of period $ 238 $ 9,758
-----------------------------------------------------------------------------------
Supplemental information
Interest paid $ 0 $109,079
Shares issued for services $ 39,125 $117,400
Shares issued to settle director's loan $ 0 $200,000
Corporate income taxes paid $ 0 $ 0
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2012
Unaudited
U.S. Dollars
1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN
These consolidated financial statements include the accounts of Northstar
Electronics, Inc. ("the Company") and its wholly owned subsidiaries Northstar
Technical Inc. ("NTI") and Northstar Network Ltd. ("NNL"). The Company was
incorporated May 11, 1998 in the State of Delaware and had no operations other
than organizational activities prior to the January 2000 merger with NTI described
as follows: On January 26, 2000 the Company completed the acquisition of 100% of
the shares of NTI. The Company, with the former shareholders of NTI receiving a
majority of the total shares then issued and outstanding, effected the merger
through the issuance of 4,901,481 shares of common stock from treasury. The
transaction has been accounted for as a reverse takeover resulting in the
consolidated financial statements including the results of operations of the
acquired subsidiary prior to the merger. All intercompany balances and
transactions are eliminated.
The Company's business activities are conducted principally in Canada but these
financial statements are prepared in accordance with accounting principles
generally accepted in the United States with all figures translated into United
States dollars for reporting purposes.
These unaudited consolidated interim financial statements have been prepared by
management in accordance with accounting principles generally accepted in the
United States for interim financial information, are condensed and do not include
all disclosures required for annual financial statements. The organization and
business of the Company, accounting policies followed by the Company and other
information are contained in the notes to the Company's audited consolidated
financial statements filed as part of the Company's December 31, 2011 Form 10-K
and amendments.
In the opinion of the Company's management, this consolidated interim financial
information reflects all adjustments necessary to present fairly the Company's
consolidated financial position at March 31, 2012 and the consolidated results of
operations and the consolidated cash flows for the three months then ended. The
Company is in the process of the disposition of its operating subsidiary,
Northstar Network Ltd, and is restructuring.
The results of operations for the three months ended March 31, 2012 are
not necessarily indicative of the results to be expected for the entire fiscal
year. The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business. During the three months to March 31, 2012 the Company incurred a net
loss of $195,841 and at March 31, 2012 had a working capital deficiency
(an excess of current liabilities over current assets) of $3,003,953
(December 31, 2011: $5,998,360), including $542,472 of long term debt due
within one year (December31, 2011: $2,061,655). The Company is contingently
liable for approximately $4,200,000 to repay assistance received under the
Atlantic Innovation Fund (see also note 5).
Management has undertaken initiatives for the Company to continue as a going
concern; for example: the Company is attempting to secure an equity financing in
the short term . The Company also expects to receive $580,000 in cash and publicly
traded stock on or within thirty days of the closing of the disposition of
Northstar Network Ltd. The Company intends to complete, shortly, the acquisition
of a development stage sonar company that we believe will develop and produce
profitable products. Management believes these initiatives can provide the Company
with a solid base for profitable operations, positive cash flows and reasonable
growth. Management is unable to predict the results of its initiatives at this
time. Should management be unsuccessful in its initiative to finance its
operations the Company's ability to continue as a going concern is not certain.
These financial statements do not give effect to any adjustments to the amounts
and classifications of assets and liabilities which might be necessary should the
Company be unable to continue its operations as a going concern.
2. SHARE CAPITAL
COMMON STOCK
During the three months ended March 31, 2012 the following shares of common stock
were issued:
For services: 1,475,000 shares fairly valued at $39,125 - the market value of
those services
PREFERRED STOCK
Issued for cash:
488,586 series A shares of preferred stock for $409,299. The preferred shares bear
interest at 10% per annum paid semi annually not in advance and are convertible to
shares of common stock of the Company after two years from receipt of funds at a
20% discount to the then current market price of the Company's common stock. The
preferred shares may be converted after six months and before two years under
similar terms but with a 15% discount to market.
3. LONG TERM DEBT
Balance owing December 31, 2011 $2,061,655
Reduction on disposal of subsidiary company (1,519,183)
Effect of foreign exchange on translation to US -
-------------------------------------------------------------------
Balance due March 31, 2012 542,472
Less current portion (542,472)
-------------------------------------------------------------------
$ 0
==============
The Company is contingently liable for approximately $4,200,000 to repay
assistance received under the Atlantic Innovation Fund (see also note 5).
4. REVENUE
Three Three
months months
2012 2011
-------------------------
Revenue consists of:
Product sales $ 0 $ 0
Contract sales 0 183,975
Government assistance 0 0
Other 0 12,396
------------------------------------------------------------------------
$ 0 $ 196,371
5. CONTINGENCIES
(i) The Company is contingently liable to repay $2,294,755 in assistance
received under the Atlantic Innovation Fund. The assistance is repayable annually
at the rate of 5% of gross revenues from sales of products resulting from the
Aquacomm research and development project. Gross revenues are to be calculated for
the fiscal year immediately preceding the due date of the respective payment.
Repayment is to continue until the assistance is repaid in full. At March 31, 2011
the Company has accrued $160,595 as repayable.
(ii) The Company is also contingently liable to repay approximately $1,905,245
in ACOA loans received by its former subsidiary company.
6. NEW ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with the accompanying
unaudited consolidated financial information for the three month periods ended
March 31, 2012 and March 31, 2011 prepared by management and the consolidated
financial statements for the twelve months ended December 31, 2011 as presented in
the Form 10K as filed. The financial information for the three month period ended
March 31, 2012 has not been reviewed by the Company's auditor.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this report and elsewhere (such as in other filings by the
Company with the Securities and Exchange Commission ("SEC"), press releases,
presentations by the Company of its management and oral statements) may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations of these
words and similar expressions, are intended to identify these forward-looking
statements. Actual results may materially differ from any forward-looking
statements. Factors that might cause or contribute to such differences include,
among others, competitive pressures and constantly changing technology and
market acceptance of the Company's products and services. The Company undertakes
no obligation to publicly release the result of any revisions to these forward-
looking statements, which may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
RECENT EVENTS
During the quarter, the Company signed a definitive agreement to divest of its
subsidiary, Northstar Network Ltd.(NNL), to Empower Technologies Ltd.. The
agreement was amended subsequent to the quarter. The amended terms are as follow:
Subject to certain conditions, Empower will pay $140,000 of the cash portion of
the purchase price to Northstar by closing, expected to be on or about May 31,
2012 and pay a further $100,000 in 30 days after closing. For the equity portion
of the purchase price, $340,000 in Empower common shares will be issued at closing
and a further $320,000 in shares at the end of 18 months from closing subject to
NNL incurring at least $6M or higher in revenue within the18 months. In both
cases, Empower will issue (or arrange to be transferred) to Northstar such number
of free trading Empower shares equal to the amount then due divided by the then 10
day weighted average closing price of Empower's shares on the TSX Venture Exchange
and subject to any escrow provisions imposed by the TSX Venture Exchange. Empower
will assume up to $3M in NNL debt.
As well the Company signed an agreement to acquire, through a share exchange,
Echotec Sonar Ltd., a Canadian development stage company specializing in High
Definition 3D sonar technologies. The closing of this transaction is expected to
be on or about May 23, 2012. Management believes that Echotec can develop and
produce profitable products for the defense, Homeland Security, commercial
shipping, commercial fishing and cruise ship sectors.
Management expects its actions will allow the Company to build on the
technologies, products and markets previously developed by its subsidiary,
Northstar Technical Inc, which has been in a non-operating mode this past couple
of years.
The Company will also be seeking to acquire a second company, synergistic with
Echotec, one which has existing revenues and profits.
THE COMPANY'S SERVICES
Although the Company has experienced a net loss this quarter, we will continue to
expend efforts to acquire contracts in the defense sector in addition to its plans
to develop products and systems for that sector and for the Homeland Security,
commercial shipping, commercial fishing and cruise ship sectors.
We are looking for external funding partners in order to inject the necessary
capital to develop systems for use in multiple sectors, and will be interested in
establishing working relationships with companies in North America and Europe,
either through partnerships or Joint Ventures, for joint projects or other
contractual arrangements.
UNDERWATER SONAR PRODUCTS AND TECHNOLOGIES
Northstar developed its own sonar systems for commercial fishing, and developed
systems for the detection of potential underwater terrorist threats to protect
navy ships.
The Company, through its subsidiary, Northstar Technical, and with the expected
acquisition of Echotec Sonar, will remain an underwater advanced sonar technology
development and product company.
The Company's new sonar technologies will provide 3-D High Definition images
from small footprint devices, making the need for heavy and expensive equipment
unnecessary. With continued internal and third party investment, we expect our
sonar line will be the strongest, most visually acute in the industry.
The Company's core technologies can be used to develop systems for defense and
anti-terrorism/homeland security to help prevent underwater or small surface
craft attacks on naval ships, harbors and naval bases. In addition, the Company
will investigate to see if it can adapt its expected systems to commercial
shipping, for obstacle avoidance and ship security when in port. The company
previously developed, under contract to Lockheed Martin Canada, a specialized
underwater sonar system and built a prototype unit.
DEFENSE CONTRACT MANUFACTURING
The Company was a subcontractor on Lockheed Martin's anti-terrorism Swimmer
Detection System (SDS). The SDS was a wide band high frequency sonar system
designed specifically to detect and classify underwater terrorist threats.
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2012 with the three months ended
March 31, 2011. The results shown here are based on the fact that the Company is
in the process of the disposition of its subsidiary, Northstar Network Ltd.
Revenue from sales for the three month period ended March 31, 2012 are reported as
$0 compared to $183,975 of revenue from sales recorded during the same period of
the prior year, due to the fact that the Company is in the process of the
disposition of its subsidiary, Northstar Network Ltd. Gross profits decreased
from $93,131 (50% of sales) in the prior period to $0 in the current period.
The net loss for the three-month period ended March 31, 2012 was $195,841 compared
to a net loss of $581,216 for the three months ended March 31, 2011. The decrease
in net loss was in part due to the fact the Company is in the process of the
disposition of the subsidiary company. Another contributing factor to the increase
in loss for the quarter was interest accrued on government loans, contingencies
and on trade payables.
COMPARISON OF FINANCIAL POSITION AT MARCH 31, 2012 WITH MARCH 31, 2011
The Company's working capital deficiency at March 31, 2012 was $3,003,953
with current liabilities of $3,246,257 which are in excess of current
assets of $242,304. At December 31, 2011 the Company had a working capital
deficiency of $5,998,360.The Company is contingently liable to repay
approximately $4,200,000 in loans received by its former subsidiary company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have adopted various accounting policies that govern the application of
accounting principles generally accepted in the United States of America in the
preparation of our financial statements. Our significant accounting policies are
described in the footnotes to our annual financial statements at December 31,
2011. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.
Although these estimates are based on our knowledge of current events and actions
it may undertake in the future, they may ultimately differ from actual results.
Certain accounting policies involve significant judgments and assumptions by us
and have a material impact on our financial condition and results. Management
believes its critical accounting policies reflect its most significant estimates
and assumptions used in the presentation of our financial statements. Our critical
accounting policies include revenue recognition, accounting for stock based
compensation and the evaluation of the recoverability of long-lived and intangible
assets. We do not have off-balance sheet arrangements, financings or other
relationships with unconsolidated entities or other persons, also known as
"special purpose entities".
LIQUIDITY AND CAPITAL RESOURCES
The Company has disposed of its operating subsidiary company.
Cash outflow for the first quarter ended March 31, 2012 was $(2,120) compared to
an outflow of cash of $(125,553) in the comparative prior quarter March 31, 2011.
In the quarter, the Company received $0 ($15,000 in the comparative prior quarter)
from equity funding and received $nil (received $nil in the comparative quarter)
long term debt leaving cash on hand at March 31, 20112 of $238 compared to cash on
hand of $2,358 at December 31, 2011 and $135,311 at March 31, 2011. Until the
Company receives revenues from new contracts and/or increases in product sales
revenue, it will be dependent upon equity and loan financings to compensate for
the outflow of cash anticipated from operations.
At this time, no commitment for funding has been made to the Company.
The Company's continued operations are dependent upon obtaining revenues from
outside sources or raising additional funds through debt or equity financing.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Based on the evaluation of the Company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934) as of the date of this Quarterly Report on Form 10-Q, our chief executive
officer and chief financial officer has concluded that our disclosure controls and
procedures are designed to ensure that the information we are required to disclose
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms and are operating in an effective manner.
(b) Changes in internal controls
There were no changes in our internal controls or in other factors that could
affect these controls subsequent to the date of their most recent evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No change since previous filing.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Options Granted Date Exercise Price Expiry Date
--------------------------------------------------------------
Nil
Warrants Issued
During the three month period ended March 31, 2012 the Company issued nil share
purchase warrants.
Common Stock Issued Date Consideration
--------------------------------------------------------------------------------
1,475,000 February, 2012 services valued at $39,125
Preferred Stock Subscribed
nil
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
No change since previous filing.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No change since previous filing.
ITEM 5. OTHER INFORMATION.
No change since previous filing
ITEM 6. EXHIBITS
No change since previous filing.
Exhibit 31.1-CEO/CFO Certification
Exhibit 32.1-CEO/CFO Certification
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
May 21, 2012 Northstar Electronics, Inc.
(Registrant)
By: /s/ Wilson Russell
------------------------
Wilson Russell, PhD, President and Chief Financial Officer