U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormFORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 19341934.
For the quarterly period ended: September 30, 2018March 31, 2019
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______________ to _______________
333-90031
Commission file number
Northstar Electronics, Inc.
Exact name of small business issuer as specified in its charter
Delaware
Delaware | 33-0803434 |
State or other jurisdiction
| IRS Employee incorporation or Identification No. |
#33-08034342020 General Booth Blvd, Unit 230,
IRS Employee incorporation or Identification No.
1000-355 Burrard St.
Vancouver, BC, Canada V6C 2G8Virginia Beach, VA, USA 23454
Address of principal executive offices
(778) 838-3313838 3313
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]
Yes [X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or emerging growth company. See definitionthe definitions of “accelerated filer” and “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer [ ] | Accelerated Filer [ ] |
Non-accelerated filer [ ] | Smaller reporting Company [X] |
(Do not check if a smaller reporting company) | Emerging growth company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
[ ] ]Yes [X] No [X]
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 [
Yes[ ] No [ ] Not Applicable
Applicable only to corporate issuersissuers:
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 November 14, 2018:May 13, 2019: 127,838,231
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
2
TABLE OF CONTENTSTable of Contents
3
PART I - FINANCIAL INFORMATION
Item 1. Interim Consolidated Financial Statements
NORTHSTAR ELECTRONICS, INC.
Interim Consolidated Balance Sheets
(U.S. DollarsDollars)
| September 30 2018 |
| December 31 2017 | ||
| unaudited |
| audited | ||
Assets |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
Cash | $ | 971 |
| $ | 16,438 |
|
|
|
|
|
|
| $ | 971 |
| $ | 16,438 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
Accounts payable and accrued liabilities | $ | 1,110,115 |
| $ | 941,115 |
Loans payable |
| 442,916 |
|
| 434,291 |
Due to director |
| 507,523 |
|
| 424,538 |
Legal liability |
| 2,984,327 |
|
| 3,001,471 |
|
| 5,044,881 |
|
| 4,801,415 |
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
Authorized: |
|
|
|
|
|
200,000,000 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: |
|
|
|
|
|
127,838,231 Common shares (98,579,815 - December 31, 2017) |
| 12,784 |
|
| 9,858 |
597,716 Preferred shares (597,716 - December 31, 2017) |
| 404,299 |
|
| 404,299 |
Additional paid-in capital |
| 8,608,925 |
|
| 8,333,396 |
Subscriptions receivable |
| (240,050) |
|
| (5,035) |
Accumulated deficit |
| (13,829,868) |
|
| (13,527,495) |
|
| (5,043,910) |
|
| (4,784,977) |
|
|
|
|
|
|
| $ | 971 |
| $ | 16,438 |
|
| March 31, 2019 |
| December 31, 2018 |
|
| unaudited |
| audited |
Assets |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
Cash | $ | 141,046 | $ | 170,831 |
Total assets | $ | 141,046 | $ | 170,831 |
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
Accounts payable and accrued liabilities | $ | 1,133,957 | $ | 1,110,456 |
Loans payable |
| 442,916 |
| 442,916 |
Due to directors (note 2) |
| 544,234 |
| 521,074 |
Legal liability |
| 2,939,723 |
| 2,855,868 |
Total liabilities |
| 5,060,830 |
| 4,930,314 |
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
Authorized: |
|
|
|
|
200,000,000 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: |
|
|
|
|
127,838,231 Common shares (127,838,231 - December 31, 2018) |
| 12,784 |
| 12,784 |
597,716 Preferred series A, B and C shares (597,716 - December 31, 2018) |
| 404,299 |
| 404,299 |
Additional paid-in capital |
| 8,608,875 |
| 8,608,875 |
Accumulated deficit |
| (13,945,742) |
| (13,785,441) |
Total stockholders’ deficit |
| (4,919,784) |
| (4,759,483) |
Total liabilities and stockholders’ deficit | $ | 141,046 | $ | 170,831 |
Nature of operations and going concern (Note(note 1)
Subsequent event (note 5)
See notes to the interim consolidated financial statements
4
NORTHSTAR ELECTRONICS, INC.
Interim Consolidated Statements of Operations
Three Months Ended March 31
Unaudited
U.S. Dollars
|
| 2019 |
| 2018 |
Expenses |
|
|
|
|
Administration | $ | 15,750 | $ | 15,000 |
Professional fees |
| 13,298 |
| 5,180 |
Management fees (note 2) |
| 30,000 |
| 30,000 |
Engineering |
| 11,250 |
| 32,000 |
Rent |
| 2,658 |
| 2,571 |
Investor relations |
| 3,375 |
| 775 |
Office |
| 1,918 |
| 8,379 |
Business development |
| - |
| 12,000 |
Foreign exchange (gain)/loss |
| 57,887 |
| (84,237) |
Interest (note 3) |
| 24,165 |
| 25,472 |
|
| 160,301 |
| 47,140 |
|
|
|
|
|
Net loss for the period | $ | (160,301) | $ | (47,140) |
|
|
|
|
|
Basic and diluted loss per common share | $ | (0.00) | $ | (0.00) |
|
|
|
|
|
Weighted average number of shares outstanding |
| 127,838,231 |
| 98,579,815 |
See notes to the interim consolidated financial statements
45
NORTHSTAR ELECTRONICS, INC.
Interim Consolidated Statements of OperationsCash Flows
Three and Nine Months Ended September 30, 2018 and 2017March 31
Unaudited
U.S. Dollars
| Three Months |
| Nine Months | ||||||||
| 2018 |
| 2017 |
| 2018 |
| 2017 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
Management | $ | 30,000 |
| $ | 30,000 |
| $ | 90,000 |
| $ | 75,000 |
Consulting fees |
| 10,000 |
|
| - |
|
| 10,000 |
|
| - |
Administration |
| 15,000 |
|
| 15,000 |
|
| 45,000 |
|
| 45,000 |
Professional fees |
| 5,625 |
|
| (3,500) |
|
| 21,375 |
|
| 26,650 |
Foreign exchange (gain) |
| 50,523 |
|
| 192,467 |
|
| (90,850) |
|
| 209,647 |
Engineering and development |
| 28,000 |
|
| - |
|
| 88,000 |
|
| 15,000 |
Investor relations |
| 695 |
|
| (1,600) |
|
| 1,945 |
|
| 24,725 |
Marketing and sales |
| 12,000 |
|
| - |
|
| 36,000 |
|
| - |
Office and administration |
| 4,405 |
|
| 8,138 |
|
| 25,094 |
|
| 20,910 |
Interest expense |
| 25,100 |
|
| 34,895 |
|
| 75,809 |
|
| 77,615 |
Total expenses |
| 181,348 |
|
| 275,400 |
|
| 302,373 |
|
| 494,547 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period | $ | (181,348) |
| $ | (275,400) |
| $ | (302,373) |
| $ | (494,547) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.01) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
| 103,292,315 |
|
| 85,319,142 |
|
| 100,167,910 |
|
| 91,756,091 |
See notes to the interim consolidated financial statements
5
NORTHSTAR ELECTRONICS, INC.
Interim Consolidated Statement of Changes in Stockholders’ Deficit
Nine Months Ended September 30, 2018
Unaudited
U.S. Dollars
| Number of Shares |
| Par Value |
| Additional Paid-In Capital |
| Subscriptions receivable |
| Accumulated Deficit |
| Preferred Shares |
| Total Stockholders’ Deficit |
Balance December 31, 2017 | 98,579,815 |
| $ 9,858 |
| $ 8,333,396 |
| $ (5,035) |
| $(13,527,495) |
| $ 404,299 |
| $ (4,784,977) |
Subscription collected | - |
| - |
| - |
| 5,035 |
| - |
| - |
| 5,035 |
Issuance for cash | 28,258,416 |
| 2,826 |
| 265,629 |
| (240,050) |
| - |
| - |
| 28,405 |
Shares for service | 1,000,000 |
| 100 |
| 9,900 |
| - |
| - |
| - |
| 10,000 |
Net loss | - |
| - |
| - |
| - |
| (302,373) |
| - |
| (302,373) |
Balance September 30, 2018 | 127,838,231 |
| $ 12,784 |
| $ 8,608,925 |
| $ (240,050) |
| $(13,829,868) |
| $ 404,299 |
| $ (5,043,910) |
|
| 2019 |
| 2018 |
|
|
|
|
|
Operating Activities |
|
|
|
|
Net loss | $ | (160,301) | $ | (47,140) |
Items not involving cash: |
|
|
|
|
Foreign exchange gain (loss) |
| 58,383 |
| (84,862) |
Changes in non-cash working capital |
|
|
|
|
Changes in operating assets and liabilities |
| 72,133 |
| 118,889 |
Net cash used in operating activities |
| (29,785) |
| (13,113) |
|
|
|
|
|
Financing Activities |
|
|
|
|
Subscription received |
| - |
| 5,035 |
Net cash provided by financing activities |
| - |
| 5,035 |
|
|
|
|
|
Decrease in cash |
| (29,785) |
| (8,078) |
Cash, beginning |
| 170,831 |
| 16,438 |
|
|
|
|
|
Cash, ending | $ | 141,046 | $ | 8,360 |
See notes to the interim consolidated financial statements
6
NORTHSTAR ELECTRONICS, INC.
Notes to the Interim Consolidated Financial Statements of Cash Flows
Nine Months Ended September 30, 2018 and 2017March 31, 2019
Unaudited
U.S. Dollars
|
| 2018 |
| 2017 |
|
|
|
|
|
Operating Activities |
|
|
|
|
Net loss | $ | (302,373) | $ | (494,547) |
Items not involving cash |
|
|
|
|
Foreign exchange loss (gain) |
| (90,850) |
| 208,267 |
Non-cash interest |
| 75,809 |
| 77,615 |
Non-cash investor relations |
| - |
| 24,500 |
Non-cash consulting |
| 10,000 |
| - |
Changes in non-cash working capital |
|
|
|
|
Changes in operating assets and liabilities |
| 169,000 |
| 147,190 |
Net cash used in operating activities |
| (138,414) |
| (36,975) |
|
|
|
|
|
Financing Activities |
|
|
|
|
Issuance of common shares for cash (net of costs) |
| 33,440 |
| 32,500 |
Loans payable |
| 8,625 |
| - |
Increases in debt (repayment to) directors |
| 82,985 |
| - |
Net cash provided by financing activities |
| 125,050 |
| 32,500 |
|
|
|
|
|
Decrease in cash |
| (15,467) |
| (4,475) |
Cash, beginning |
| 16,438 |
| 6,078 |
|
|
|
|
|
Cash, ending | $ | 971 | $ | 1,604 |
|
|
|
|
|
Non-cash Transactions |
|
|
|
|
Shares issued for services | $ | 10,000 | $ | 19,500 |
Warrants issued for services |
| - |
| 5,000 |
| $ | 10,000 | $ | 24,500 |
See notes to the unaudited interim consolidated financial statements
7
NORTHSTAR ELECTRONICS, INC.
Notes to Interim Consolidated Financial Statements
Nine Months Ended September 30, 2018
Unaudited
U.S. Dollars
1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN
Northstar Electronics, Inc. (the “Company”) was incorporated on May 11, 1998 in the state of Delaware. The Company is doing research and development on single engine aircrafts for business use.
The Company's business activities are conducted in Canada. However, the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) with all figures translated into United States dollars for financial reporting purposes.
These unaudited consolidated interim financial statements have been prepared by management in accordance with GAAP 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, 20172018 Form 10-K.
The Company is in the process of regenerating its operations. The results of operations for the ninethree months ended September 30, 2018March 31, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year. The accompanying interim 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 ninethree months ended September 30, 2018to March 31, 2019 the Company incurred a net losscash outflow of $302,373$29,785 and at September 30, 2018March 31, 2019 had a working capital deficiency of $5,043,910.$4,919,784.
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. Management is unable to predict the results of its initiatives at this time. These factors raise substantial doubt about the ability of the Company to continue as a going concern.
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.
8
2. SHARE CAPITAL
COMMON STOCK
During the nine months ended September 30, 2018, the Company issued 28,258,416 shares of common stock for cash of $268,455 of which $240,050 was received subsequent to September 30, 2018. Each share had one-half share purchase warrant attached to it which allows the holder to purchase one common share for each full share purchase warrant at an exercise price of $0.05 for a term of two years from the issuance date.
During the nine months ended September 30, 2018 the Company issued 1,000,000 shares of common stock with a fair value of $10,000 for consulting services. Each share had one-half share purchase warrant attached to it which allows the holder to purchase one common share for each full share purchase warrant at an exercise price of $0.05 for a term of two years from the issuance date.
PREFERRED SHARES
At September 30, 2018, the outstanding number of preferred Classes A, B and C shares are 582,716 (December 31, 2017: 582,716), 15,000 (December 31, 2017: 15,000) and nil (December 31, 2017: nil), respectively
WARRANTS
| Exercise |
| Number of Warrants | ||
Expiry Date | Price |
| 2018 |
| 2017 |
Open (1) | $ 0.50 |
| 389,170 |
| 389,170 |
Open (1) | $ 0.75 |
| 389,170 |
| 389,170 |
Open (2) | $ 0.25 |
| 51,600 |
| 51,600 |
April 20, 2019 | $ 0.04 |
| 2,500,000 |
| 2,500,000 |
November 7, 2018 | $ 0.05 |
| 1,562,500 |
| 1,562,500 |
December 25, 2018 | $ 0.05 |
| 265,000 |
| 265,000 |
May 18, 2019 | $ 0.05 |
| 1,495,000 |
| - |
September 30, 2020 | $ 0.05 |
| 13,134,208 |
| - |
Total outstanding and exercisable |
|
| 19,786,648 |
| 5,157,440 |
Weighted average outstanding life of warrants (years) |
|
| 1.46 - Open |
| 0.94 - Open |
(1)
These warrants were issued in 2005. The expiry date of the warrants are six months after the closing bid price for the common stock of the Company has been over $0.65 and $1.00 per share respectively for five consecutive trading days.
(2)
These warrants were issued in 2008 and they do not have an expiry date.
97
2. RELATED PARTY TRANSACTIONS
a)
The amount of $544,234 (December 31, 2018: $453,775) due to a director of the Company has no specific terms of repayment, is non-interest bearing and unsecured.
b)
The Company accrued management fees of $30,000 in total to a director of the Company for his services as an officer of the Company during the three months ended March 31, 2019 (2018: $30,000).
3. LEGAL LIABILITYCONTINGENCIES
During 2000 to 2008, the Company’s former subsidiaries Northstar Technical Inc. (“NTI”) and Northstar Network Ltd. (“NNL”) received funding from Atlantic Canada Opportunities Agency (“ACOA”) to fund their projects. In accordance with agreements signed between NTI, NNL and the Company, the Company was jointly and severally liable for the obligations. In 2013, ACOA filed claims against NTI, NNL and the Company for repayments of advances due to events of default. The advance and interests ACOA claims totaled CAD$3,079,475 ($2,378,894).3,797,704. In accordance with agreements signed between NTI, NNL and the Company, the Company was jointly and severally liable for the obligations. Further, the claim amount bears a daily interest of CAD$358 from February 15, 2013 to settlement. During the ninethree months ended September 30, 2018,March 31, 2019, the Company recorded interest expenses of $75,809.$24,165 (2018: $25,472).
4. RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2018, the Company accrued management fees payable of $90,000 (September 30, 2017: $75,000) in total to a director of the company.
At September 30, 2018, there is a balance of $507,523 (December 31, 2017: $424,538) owing to a director of the Company for management fees and expenses reimbursement. The balance is included in current liabilities.
5. 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.
6.5. SUBSEQUENT EVENT
On October 2, 2018 the Company collected its subscriptions receivable in cash for the amount of $240,050.In April 2019, 3,995,000 warrants expired unexercised.
108
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 and nine month periods ended September 30,March 31, 2019 and March 31, 2018 and September 30, 2017 prepared by management and the audited consolidated financial statements for the twelve months ended December 31, 20172018 as presented in the Company’sits annual Form 10K and amendments as filed.
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.
The Company’s Services
We are now moving in a new direction whereby we intend to build our own systems in the civilian aviation sector. We believe that this affords improved control over the business outcomes compared to the contract manufacturing business.
The Company is working on plans to purchase worldwideobtain world rights to a single engine Turbo Propturbo prop airplane with industrial applications from a subsidiary of a large international aerospace company.applications. If successful, we intend to manufacturemarket the airplanes and market themairplane internationally and provide Maintenance, Repair and Overhaul (MRO) services in close proximity to customers. The main applications are Agricultural, Rapid Response Forest Fire Fighting and, most recently, Cloud Seeding. The Company’s wholly owned subsidiary, National Five Holding Ltd, is a 60% shareholder of Northstar Sealand Enterprises Ltd (NSEL). The constituent parts of NSEL havehas experience in working on certified commercial aircraft and government military contracts, and havehas access to an established aircraft parts manufacturing and assembly facility.
11
Results of Operations
Comparison of the three and nine months ended September 30, 2018March 31, 2019 with the three and nine months ended September 30, 2017:
Gross revenues from all sources for the three month period ended September 30, 2018 were $0 compared to $0 in the comparative prior three month period. Gross revenues from all sources for the nine month period ended September 30, 2018 were $0 compared to $0 in the comparative prior nine month period. In prior years the Company earned modest consulting fees as the Company continued to reorganize its business.March 31, 2018.
The net loss for the three monththree-month period ended September 30, 2018March 31, 2019, after a foreign exchange adjustment of negative $57,887 was $(181,348)$160,301 compared to a net loss of $(275,400)$47,140 for the three months ended September 30, 2017.March 31, 2018. The decrease in net loss was comparablein part due to foreign exchange fluctuations incurred during the prior year as the Company continued to reduce office and administration expenses as well as engineering and marketing expenses. The effects on our operations were minimal and we were able to make meaningful advances in our efforts to purchase the rights to the airplane.three month period ended March 31, 2019.
9
Comparison of Financial Position at September 30,March 31, 2019 with March 31, 2018 with December 31, 2017
The Company’s working capital deficiency increased at September 30, 2018 to $5,043,910March 31, 2019 was $4,919,784, with current liabilities of $5,044,881$5,060,830, which are in excess of current assets of $971.$141,046. At December 31, 20172018 the Company had a working capital deficiency of $4,784,977.$4,759,483. See also legalcontingent liabilities note 3(note 3) to the financial statements for the ninethree months ended September 30, 2018.March 31, 2019.
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, 2017.2018. 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”.
12
Liquidity and Capital Resources
Cash outflow for the nine monthsfirst quarter ended September 30, 2018March 31, 2019 was $(15,467)$29,785 compared to an outflow of cash of $(4,475)$8,078 in the comparative prior nine months ended September 30, 2017. Duringquarter March 31, 2018. In the current period,quarter, the Company received $33,440$0 ($32,5005,035 in the comparative prior period)quarter) from equity funding and received $0 (received $0 in the comparative quarter) long term debt leaving cash on hand at September 30, 2018March 31, 2019 of $971$141,046 compared to cash on hand of $16,438$170,831 at December 31, 2017.2018 and $8,360 at March 31, 2018. Until the Company receives revenues from new contracts 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.
10
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. The disclosure controls were not effective at September 30, 2018.December 31, 2016 as the Company was late in its filings at that time.
(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.
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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: NilNone
Warrants Issued: Refer to the September 30, 2018 interim 9 month financial statements.
Common Stock Issued: During the nine months ended September 30, 2018, the Company issued 2,990,000 shares of common stock for cash of $28,405.
Preferred Stock Subscribed: Refer to the September 30, 2018 interim 9 month financial statements.
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.filing
Item 5. Other Information.
No change since previous filing.filing
Item 6. Exhibits.Exhibits
No change since previous filing.
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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.
| Northstar Electronics, Inc. |
| (Registrant) |
|
|
| By: /s/ Wilson Russell |
| Wilson Russell, PhD, President and Chief Financial Officer |
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