SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to _______________ Commission File Number 000-31379 Northstar Ventures, Inc. (Exact Name of Small Business Issuer as specified in its Charter) <s> <c> Nevada 91-2016816 (State or other Jurisdiction of I.R.S. Employer Incorporation or Organization Identification Number 83-888 Ave. 51, Coachella, CA 92236 (Address of principal executive offices) (Zip Code) (760) 398-9700 (Issuer's telephone number) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 No X Indicate the number of shares outstanding of each of the issuer's classes of Common Equity, as of the latest practicable date. <s> <c> Common Stock, $.001 par value 473,250 Title of Class Number of Shares Outstanding at March 31, 2002 No exhibits included. 2 Item 1. Financial Statements Northstar Ventures, Inc. BALANCE SHEET March 31 December 31, 2002 2001 -------- ------------ <s> <c> <c> ASSETS ====== --------- --------- TOTAL ASSETS $ -0- $ -0- ========== ========== LIABILITIES & SHAREHOLDERS' EQUITY ================================== Current liabilities: Convertible Promissory $ 50,000 $ 40,000 Note Payable (note 4) -------- -------- TOTAL LIABILITIES $ 50,000 $ 40,000 -------- -------- SHAREHOLDERS' EQUITY Preferred stock, $0.001 par value: 20,000,000 shares authorized; no shares issued and outstanding $ -0- $ -0- Common stock, $0.001 par value: 80,000,000 shares authorized; issued & outstanding 473,250 at 3/31/02 and 12/31/01 (NOTES 2 &3) 4,000 4,000 Retained earnings/(accum. deficit) ( 54,000) ( 44,000) -------- -------- TOTAL SHAREHOLDERS' EQUITY(DEFICIT)$( 50,000) $ ( 40,000) -------- -------- TOTAL LIABILITIES & EQUITY $ -0- $ -0- ======== ======== The accompanying notes are an integral part of these financial statements 3 Northstar Ventures, Inc. STATEMENT OF OPERATIONS For Three Month & Year to Date Period March 31, 2002 and 2001 <CAPTION Three Months Ended Year to Date Ended March 31, March 31, 2002 2001 2002 2001 <s> <c> <c> <c> <c> Revenues $ -0- $ -0- $ -0- $ -0- General and administrative expenses 10,000 10,000 10,000 10,000 -------- -------- -------- ------- Income/(Loss) from Operations $( 10,000) $( 10,000) $( 10,000) $(10,000) Other income/(expenses) -0- -0- -0- -0- -------- -------- -------- -------- Gain (loss) from continuing operations $( 10,000) $( 10,000) $( 10,000) $(10,000) Gain (loss) from discontinued operations -0- -0- -0- -0- -------- -------- -------- -------- Net income (loss) $( 10,000) $( 10,000) $( 10,000) $(10,000) ======== ======== ======== ======== Per share information: - ---------------------- Basic (loss) per common share Continuing operations $ (0.02) $ (0.02) $ (0.02) $ (0.02) ------ ------ ------ ------ Discontinued operations $ (0.00) $ (0.00) $ (0.00) $ (0.00) ------ ------ ------ ------ Basic weighted average number common stock shs outstanding 473,250 473,250 473,250 473,250 ========= ========= ========= ========= Diluted (loss) per common share Continuing operations $ (0.02) $ (0.02) $ (0.02) $ (0.02) ------ ------ ------ ------ Discontinued operations $ (0.00) $ (0.00) $ (0.00) $ (0.00) ------ ------ ------ ------ Diluted weighted average number common stock shs outstanding 473,250 473,250 473,250 473,250 ========= ========= ========= ========= The accompanying notes are an integral part of these financial statements 4 Northstar Ventures, Inc. STATEMENT OF CASH FLOWS For Three Month & Year to Date Period March 31, 2002 and 2001 Three Months Ended Year to Date Ended March 31, March 31, 2002 2001 2002 2001 ------------------- ------------------ <s> <c> <c> <c> <c> Operating Activities: Net income (loss) $( 10,000)$( 10,000)$( 10,000)$( 10,000) Cash provided (used) on changes in: current assets/decrease(increases) & current liabilities/(decr.)incr. Increase in Notes Payable (NOTE 4) 10,000 10,000 10,000 10,000 -------- -------- -------- -------- Net cash provided (used) by Operating activities $ -0- $ -0- $ -0- $ -0- Cash provided (used) by Financing activities $ -0- $ -0- $ -0- $ -0- Cash provided (used) by Investing activities $ -0- $ -0- $ -0- $ -0- -------- -------- -------- -------- Net increase in cash $ -0-)$ -0- $ -0- $ -0- CASH, BEGINNING OF PERIOD -0- -0- -0- -0- -------- -------- -------- -------- CASH, END OF PERIOD $ -0- $ -0- $ -0- $ -0- ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements 5 Northstar Ventures, Inc. FINANCIAL NOTES PERIOD ENDING THREE MONTHS March 31, 2002 GENERAL. The condensed consolidated financial statements of Northstar Ventures, Inc. included herein, have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, Northstar Ventures, Inc. believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements for the three month period ended March 31, 2002 should be read in conjunction with the financial statements and notes thereto included in this report and the Northstar Ventures, Inc.'s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001. The condensed consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation. The results for the interim period are not necessarily indicative of trends or of results to be expected for a full year. The Company has not commenced operations and has no working capital. NOTE 1-ORGANIZATION Northstar Ventures, Inc. was organized under the laws of the State of Nevada on December 3, 1998. The Company was incorporated primarily to evaluate negotiate, structure and complete a merger with, or an acquistion of, prospects consisting of private companies, partnerships, or sole proprietorships. Northstar maly seek to acquire a controlling interest in such entities in contemplation of later completing an acquisition. The Company is not limited to any operation or geographic area in seeking out opportunities. Management has not identified any particular industry within which the Company will seek an acquisition or merger. 6 Northstar will continue to seek the acquisition of assets, property, or business that may benefit the Company and its stockholders. Management anticipates that any such acquisition would require an issuance of common stock shares as the sole consideration for the acquisition. The Company does not intend to restrict its research to any particular business or industry, and, the areas in which it will seek out acquisitions, mergers, or reorganizations, will be restriction free. NOTE 2-SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES The Articles of Incorporation authorize Northstar Ventures, Inc. to issue up to 80,000,000 shares of Common Stock and 20,000,000 of Preferred Stock, with a par value of $.001 per share. On December 15, 1998, 473,250 shares of Common Stock were issued to individuals in return for services rendered. As of December 31, 1998, 1999, 2000, 2001 and March 31, 2002, 473,250 shares of Common Stock were issued and outstanding. No Preferred Stock shares have been issued from the date of inception (December 3, 1998) through the period ending March 31, 2002. NOTE 3-RELATED PARTY TRANSACTIONS On December 15, 1998, 376,500 shares of Common Stock were issued to related parties, and, 96,750 shares of Common Stock were issued to associates in return for services rendered. These individuals include officers of Northstar. NOTE 4-CONVERTIBLE PROMISSORY NOTE PAYABLE $50,000 An accrual of $10,000 for administrative support for the years 1998 through March 31, 2002. NOTE 5-GOING CONCERN AND INCIDENTAL COSTS The Company has had no business activities. Incidental costs to maintain legal registrations of the Company in the State of Nevada and with the Security and Exchange Commission have been paid or assumed by the current officers/directors. This will continue for the foreseeable future. 7 Item 2. MANAGEMENTS DISSCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The Company has not commenced operations and has no working capital. Capital and Source of Liquidity. Northstar does not expect to purchase any plant or significant equipment. Other than incidental costs mentioned previously in Financial Note 5 that pertain to maintaining the Company's legal registration, there are no major cash requirements. For the three month periods ended March 31, 2002 and 2001, Northstar did not pursue any financing activities. For the three month periods ended March 31, 2002 and March 31, 2001, Northstar did not pursue any investing activities. Results of Operations. For the three months ended March 31, 2002 and 2001, Northstar has not received any revenues from operations. General and administrative expenses for the three months ended March 31, 2002 were $10,000, resulting in a loss from operations of $(10,000). These expenses consisted solely in the accrual of $10,000 for support services. General and administrative expenses for the three months ended March 31, 2001 were $10,000, resulting in a loss from operations of $(10,000). These expenses consisted solely in the accrual of $10,000 for support services. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 25, 2002 By: /s/ Dempsey K. Mork ----------------- Dempsey K. Mork President and Chief Executive Officer