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 September 30, 2003
[ ] 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
829 Francis Drive, Palm Springs, CA 92263
(Address of principal executive offices) (Zip Code)
(760) 322-9277
(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 X No
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 September 30, 2003
No exhibits included.
2
Item 1. Financial Statements
Northstar Ventures, Inc.
BALANCE SHEET
Sept. 30, Dec. 31,
2003 2002
-------- --------
<s> <c> <c>
ASSETS
CURRENT ASSETS:
Cash & Equivalents $ -0- $ -0-
------- -------
Total Current Assets $ -0- $ -0-
------- -------
FIXED ASSETS: (NOTE 5)
Vehicles/Machinery & Equipment $ 70,000 $ -0-
Office Equipment 10,000 -0-
Horses 120,000 -0-
Pens/Corrals-Horses 22,000 -0-
------- -------
Total Fixed Assets $ 222,000 $ -0-
Accumulated Depreciation < 11,100> -0-
------- -------
Net Fixed Assets $ 210,900 $ -0-
------- -------
TOTAL ASSETS $ 210,900 $ -0-
======= =======
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES: (NOTE 4)
Note Payable Orion/Admin Support $ 50,000 $ 50,000
Note Payable Orion/Oper. Expenses 42,261 -0-
------- -------
Total Current Liabilities $ 92,261 $ 50,000
------- -------
LONG TERM LIABILITIES:
Convertible Notes $ 200,000 $ -0-
------- -------
TOTAL LIABILITIES $ 292,261 $ 50,000
------- -------
SHAREHOLDERS' EQUITY (NOTES 2&3)
Preferred stock, $0.001 par value:
20,000,000 shs authorized; no shs
issued/outstanding 9/30/03 $ -0- $ -0-
Common stock, $0.001 par value:
80,000,000 shs authorized;issued/
outstanding 473,250 9/39/03 4,000 4,000
Retained earnings/(accum deficit) ( 85,361) (54,000)
------- -------
TOTAL SHAREHOLDERS'EQUITY(DEFICIT) $( 81,361) $(50,000)
------- -------
TOTAL LIABILITIES & EQUITY $ 210,900 $ -0-
======= =======
The accompanying notes are an integral part of
these financial statements
3
Northstar Ventures, Inc.
STATEMENT OF OPERATIONS
For the Three and Nine Months Year to Date Periods Ending
September 30, 2003 and 2002
<CAPTION
Three Months Ended Year To Date
Sept. 30 Sept. 30,
2003 2002 2003 2002
<s> <c> <c> <c> <c>
Revenues $ -0- $ -0- $ -0- $ -0-
------ ------ ------- -------
Operating Expenses:
Pasturing 2,100 -0- 2,100 -0-
Feeding Supplies/Horses 1,345 -0- 1,345 -0-
Training/Horses 3,000 -0- 3,000 -0-
Horse Shoeing 680 -0- 680 -0-
Operating Supplies/Expenses 2,065 -0- 2,065 -0-
Utilities Expense 1,158 -0- 1,158 -0-
Vehicles/M&E Mtce./Repairs 3,200 -0- 3,200 -0-
Contract Services 6,213 -0- 6,213 -0-
Depreciation-Vehicles/M&E 3,500 -0- 3,500 -0-
Depreciation-Horses 6,000 -0- 6,000 -0-
Depreciation-Pens/Corrals 1,100 -0- 1,100 -0-
------ ------ ------- -------
Total Operating Expenses $30,361 $ -0- $ 30,361 $ -0-
------ ------ ------- -------
General/Admin Expenses
Administrative Support -0- -0- -0- 10,000
Depreciation-Office Equipt $ 500 -0- 500 -0-
Misc Office Exp./Supplies 500 -0- 500 -0-
------ ------ ------- -------
Total General/Admin Exp. $ 1,000 $ -0- $ 1,000 $ 10,000
------ ------ ------- -------
Other income/(expenses) $ -0- $ -0- $ -0- $ -0-
------ ------ ------- -------
Net income (loss) $<31,361> $ -0- $< 31,361>$< 10,000>
===== ====== ===== ======
Per share information:
- - ----------------------
Basic (loss) per common share
Continuing operations $(0.06) $ 0.00) $(0.06) $(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
======= ======= ======= =======
The accompanying notes are an integral part of
these financial statements
4
Northstar Ventures, Inc.
STATEMENT OF CASH FLOWS
For Three and Nine Months Year to Date Periods Ending
September 30, 2003 and 2002
3 Months Ended Year To Date
Sept. 30, Sept. 30,
2003 2002 2003 2002
------- ----- ------- -------
<s> <c> <c> <c> <c>
Operating Activities:
Net income (loss) $< 31,361> $ -0- $<31,361>$<10,000>
Cash provided(used) changes in:
Assets/decreases(increases)and
Liabilities/(decr.)incr.
Fixed assets acquired (NOTE 5) <200,000> -0- <200,000> -0-
Incr NP Admin Supt (NOTE 4) -0- -0- -0- 10,000
Incr NP Payt Oper Exp (NOTE6) 31,361 -0- 31,361 -0-
------- ------ ------- --------
Net cash provided (used) by
Operating activities $<200,000> $ -0- $ -0- $ -0-
Cash provided (used) by
Financing activities (NOTE5)
Issue Convertible Notes 200,000 -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 SEPTEMBER 30, 2003
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 ending September 30, 2003 should be read in conjunction with the
financial statements and notes thereto included in this report, and,
the Northstar Ventures' Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002.
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 been conducting research on improving the overall
health and condition of horses and commenced its operations during the
3RD quarter of year 2003.
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
acquisition of, prospects consisting of private companies,
partnerships, or sole proprietorships. Northstar may 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.
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.
6
On December 15, 1998, 473,250 shares of Common Stock were issued to
individuals in return for services rendered.
As of September 30, 2003 and December 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 September 30, 2003.
Incidental costs to maintain legal registration 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.
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 included
officers of Northstar.
NOTE 4-CONVERTIBLE PROMISSORY NOTE PAYABLE $50,000
An accrual of $10,000 per year has been recorded for Administrative
Support Services for a 5-year period (1998 to December 31, 2002).
These Notes are convertible at a rate of $.05/cents per share at the
option of the holder.
NOTE 5-ACQUISITION OF ASSETS FOR $200,000
During the 3RD Quarter of 2003, Northstar Ventures purchased $200,000 in
Assets by issuing $200,00 in Convertible Notes.
Following is a listing of the assets purchased:
$ VALUE
-------
ASSET DESCRIPTION
- ---------------------------------------
Eight horses at a value of $15,000 each 120,000
Tractor 10,000
4 Track 2,500
Utility trailer 1,000
Grass mowers 7,000
Horse tack equipment 6,000
Heavy duty truck and horse trailer 40,000
Computers and office equipment 10,000
Computer software/programs 3,500
-------
Total $200,000
=======
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The above fixed assets will be depreciated over a 5-year life on a
straight line depreciation basis.
NOTE 6-OPERATING EXPENSES
For the next few months, operating expenses will be financed by Orion
USA, Inc., a related company, covered by a Note Payable.
Item 2. MANAGEMENTS DISSCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
For the past year, Northstar Ventures has been doing research on the
effects of various feeds and drugs on horses when the horse is
performing at maximum effort.
This ongoing research relates to drugs that affect:
-Joint problems and lameness
-Temperament
-Endurance
Investigations are also being conducted on various types of feeds that
affect the overall health and condition of the horse to determine how
they relate to the combination of different feeds, quantities, and
scheduling of feedings.
The acquisition of these assets will permit the Company to more
actively proceed in its research efforts and to commence operations in
developing better horse conditioning.
Working capital needs for the foreseeable future will continue to be
financed by participating with a related company, Orion USA, Inc.
Capital and Source of Liquidity.
Northstar does not expect to purchase any plant or significant
Equipment.
Other than the acquisition mentioned previously in the financial
footnotes in this report, Northstar did not pursue any other financing
activities.
For the three month and nine months ended September 30, 2003 and 2002,
Northstar did not pursue any investing activities.
Results of Operations. For the three and nine months ended September
30, 2003 and 2002, Northstar has not received any revenues from
operations.
General and administrative expenses for the three and nine months ended
September 30, 2003 were $31,361, resulting in a loss from operations of
$(31,361).
General and administrative expenses for the three and nine months ended
September 30, 2002 were $10,000 (the last accrual for the 5-year
Administrative Support Services Agreement), resulting in a loss from
operations of $(10,000).
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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: November 20, 2003
By: /s/ Dempsey K. Mork
-----------------
Dempsey K. Mork
President and Chief
Executive Officer
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CERTIFICATIONS
I, Dempsey K. Mork, certify that:
1. I have reviewed this quarterly report on Form 10QSB of
Northstar Ventures, Inc.
2. Based on my knowledge, the quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present, in all material respects, the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The small business issuer's other certifying officer and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the small business issuer, including its
consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in
this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) disclosed in this quarterly report any change in the
small business issuer's internal control over financial
reporting that occurred during the small business issuer's most
recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
12
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
(6) The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2003
/s/Dempsey Mork
Dempsey Mork
Chief Executive Officer/Chief Financial Officer