UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended August 31, 2002
[ ] Transition report under Section 13(a) or 15(d) of the
Exchange Act For the transition period from ---- to ----
000-32919
---------------------
Commission File Number
Northern Ostrich Corp.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 86-0947048
--------------------------- -----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
3756 West 2nd Avenue
Vancouver, B.C., Canada V6R 1J9
(Address of principal executive offices)(Zip Code
- - ------------------------------------------------------------------
Registrant's telephone number, including area code (604) 222-7898
None
- - -----------------------------------------------------------------
Former Name, Address or 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 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
The number of shares of Registrant's common stock outstanding as
of August 31, 2002 was 2,004,000.
Transitional Small Business Disclosure Format: Yes X No
1
PART I
ITEM 1. FINANCIAL STATEMENTS.
Following are the Financial Statements of Registrant for the
quarter ended August 31,2002, reviewed by Robison, Hill & Co.,
independent Certified Public Accountants.
2
NORTHERN OSTRICH CORP.
(A Development Stage Company)
- : -
INDEPENDENT ACCOUNTANT'S REPORT
AUGUST 31, 2002 (UNAUDITED)
3
ROBISON, HILL & CO. Certified Public Accountants
A Professional Corporation Brent M. Davies, CPA
David O. Seal, CPA
Dale Westenskow, CPA
Barry D. Loveless, CPA
-----------------------------
W. LaMonte Robison, CPA
E. Morton Hill, CPA
INDEPENDENT AUDITOR'S REPORT
Northern Ostrich Corp.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Northern
Ostrich Corp. (a development stage company) as of August 31, 2002
and May 31, 2002, and the related statements of operations for the
three months ended August 31, 2002 and 2001 and cash flows. These
financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted accounting standards, the
objective of which is the expression of an opinion regarding the
financial statement taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted,
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
October 2, 2002
F-1
Members of American Institute of Certified Public Accountants
Members of the Private Companies Practice Section
1366 East Murray-Holladay Road, Sale Lake City, Utah 84117-5050
Telephone 801/272-8045, Facsimile 801/277-9942
4
NORTHERN OSTRICH CORP.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
August 31, May 31,
2002 2002
--------------------------
Current Assets -
Cash & Cash Equivalents $ - $ -
-------- --------
Total Assets: $ - $ -
======== ========
Liabilities - Accounts
Payable $ 6,139 $ 6,816
-------- -------
Stockholders' Equity:
Common Stock, Par value
$.001
Authorized 100,000,000
shares, Issued 2,004,000
shares at August 31, 2002
and May 31, 2002 2,004 2,004
Paid-In Capital 56,814 55,064
Currency Translation
Adjustment (16,234) (16,361)
Development Stage Deficit (7,641) (6,441)
Retained Deficit (41,082) (41,082)
-------- --------
Total Stockholders' Equity (6,139) (6,816)
-------- --------
Total Liabilities and
Stockholders' Equity $ - $ -
======== ========
The accompanying notes are an integral part of these
financial statements.
F-2
5
NORTHERN OSTRICH CORP.
(A Development Stage Company
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
For the Since
Three Months June 1, 2000
Ended Inception of
August 31 Development
2002 2001 Stage
--------------- -------------
<s> <c> <c> <c>
Revenues $ - $ - $ -
Cost of Revenues - - -
------- ------- --------
Gross Margin - - -
Expenses:
General &
Administrative 1,200 1,480 7,641
------- ------ -------
Net Loss from
Operations (1,200) (1,480) (7,641)
Other Income (Expense)
Interest, Net - - -
------- ------ -------
Net Loss $(1,200) $(1,480) $(7,641)
======= ======= ========
Basic & Diluted
loss per share $ - $ -
======= =======
The accompanying notes are an integral part of these
financial statements.
F-3
6
NORTHERN OSTRICH CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Unaudited
Cumulative
Since
Inception
For the Three Months ended Of
August 31, Development
2002 2001 Stage
------------------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<s> <c> <c> <c>
Net Loss $ (1,200) $ (1,480) $ (7,641)
Adjustments to reconcile
net loss to net cash used in
operating activities:
Currency translation adjustment 127 - 274
Increase (Decrease) in accounts
payable (677) 280 (251)
Issuance of common stock for
expenses - - -
--------- --------- ---------
Net Cash Used in operating
activities (1,750) (1,200) (7,618)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing
activities - - -
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from contributed
capital 1,750 1,200 7,618
--------- --------- ---------
Net Cash Provided by Financing
Activities 1,750 1,200 7,618
--------- --------- ---------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
--------- ---------- ---------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
========= ========== =========
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the year for:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
Supplemental Disclosure of
Non-cash Investing and
Financing Activities: None
7
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for Northern Ostrich
Corp. is presented to assist in understanding the Company's
financial statements. The accounting policies conform to
generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
Interim Reporting
- - -----------------
The unaudited financial statements as of August 31, 2002 and for
the three month period then ended reflect, in the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and
results of operations for the three months. Operating results
for interim periods are not necessarily indicative of the results
which can be expected for full years.
Organization and Basis of Presentation
- - --------------------------------------
The Company was incorporated under the laws of the State of
Nevada on November 30, 1998.
Nature of Business
- - ------------------
The Company has no products or services as of August 31, 2002.
The Company operated from November 30, 1998 through approximately
May 31, 2000 in the production of ostrich meat. Since June 1,
2000, the Company has ceased operations and is in the development
stage. The Company intends to acquire interests in various
business opportunities, which in the opinion of management will
provide a profit to the Company.
Cash and Cash Equivalents
- --------------------------
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
8
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001 (Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Pervasiveness of Estimates
- - --------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles required management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Foreign Currency Translation
- - ----------------------------
The Company's primary functional currency is the Canadian
dollar. Monetary assets and liabilities resulting from
transactions with foreign suppliers and customers are
translated at year-end exchange rates while income and expense
accounts are translated at average rates in effect during
the year. Gains and losses on translation are included in
income.
Concentration of Credit Risk
- - ----------------------------
The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts,
opinions contracts or other foreign hedging arrangements. The
Company maintains the majority of its cash balances with one
financial institution, in the form of demand deposits.
Loss per Share
- - --------------
The reconciliations of the numerators and denominators of
the basic loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator)(Denominator)
--------- ----------- --------
For the three months ended August 31, 2002
--------------------------------------------
<s> <c> <c> <c>
Basic Loss per Share
Loss to common shareholders $(1,200) 2,004,000 $ -
========= ========= ========
9
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001 (Continued)
For the three months ended August 31, 2001
--------------------------------------------
Basic Loss per Share
Loss to common shareholders $ (1,480) 2,004,000 $ -
========= ========= ========
There are no dilutive potential common stock equivalents as
of May 31, 2002 and 2001. The effect of any outstanding common
stock equivalents would be anti-dilutive for August 31, 2002
and 2001 and are thus not considered.
NOTE 2 - INCOME TAXES
- - ---------------------
As of August 31, 2002, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately
$48,700 that may be offset against future taxable income through
2022. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater chance the carryforwards will
expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN
- - ------------------------------------------------
The Company has not begun principal operations and as is
common with a development stage company, the Company has had
recurring losses during its development stage. Continuation of
the Company as a going concern is dependent upon obtaining the
additional working capital necessary to be successful in its
planned activity, and the management of the Company has
developed a strategy, which it believes will accomplish this
objective through additional equity funding and long term
financing, which will enable the Company to operate for the
coming year.
10
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001 (Continued)
NOTE 4 - COMMITMENTS
- - --------------------
As of August 31, 2002, all activities of the Company have been
conducted by corporate officers from either their homes or
business offices. There are no commitments for future use of the
facilities.
NOTE 5 - COMMON STOCK TRANSACTIONS
- - ----------------------------------
The Company was incorporated to allow for the issuance
of up to 100,000,000 shares of $.001 par value common stock (as
amended). At inception, the Company issued 1,000,000 shares of
common stock to its officers and directors for services performed
and payments made on the Company's behalf during its formation.
This transaction was valued at approximately $.001 per share or
an aggregate approximate $1,000.
On February 8, 1999, to provide initial working capital, the
Company authorized a private placement sale of an aggregate of
1,000,000 shares of common stock at approximately $.05 per share.
The private placement was completed April 1, 1999 and 1,004,000
shares were issued for approximately $50,200 in proceeds to the
Company which were primarily used to pay operating expenses.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
- - -----------------
During the next twelve months, Registrant will actively seek
out and investigate possible opportunities with the intent to
acquire and merge with one or more business ventures. In its
search for business opportunities, management will follow the
procedures outlined in Item 1 above. Because Registrant lacks
funds, it may be necessary for the officers and directors to
either advance funds to Registrant or to accrue expenses until
such time as a successful business consolidation can be made.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible.
Management's discretion is unrestricted, and Registrant may
participate in any business whatsoever that may, in the opinion
of management, meet the business objectives discussed herein.
Indeed, Registrant may effectuate a business combination with
11
another business outside the United States. Registrant has not
limited the scope of its search to a particular region.
Registrant does not intend to utilize any notices or
advertisements in its search for business opportunities.
Registrant's officers and directors will be primarily
responsible for searching for an appropriate merger or
acquisition candidate. However, to the extent that the existing
stockholders are aware of any potential business acquisition
candidates, they will also refer these to Registrant. Registrant
recognizes that as a result of its limited financial, managerial
or other resources, the number of suitable potential businesses
that may be available to it will be extremely limited.
Registrant's principal business objective will be to seek long-
term growth potential in the business in which it participates
rather than immediate, short-term earnings. In seeking to attain
its business objectives Registrant will not restrict its search
to any particular industry. Rather, Registrant may investigate
businesses of essentially any kind or nature, including but not
limited to finance, high technology, manufacturing, service,
research and development, communications, insurance, brokerage,
transportation and others. Management may also seek to become
involved with other development-stage companies or companies that
could be categorized as "financially troubled." At the present
time, Registrant has not chosen the particular area of business
in which it proposes to engage and has not conducted any market
studies with respect to business property or industry.
As of the date hereof, Registrant has not made any
arrangements or definitive agreements to use outside advisors or
consultants to raise any capital. In the event Registrant does
need to raise capital, most likely the only method available to
Registrant would be through the private sale of its securities.
Because of the nature of Registrant as a development-stage
company, it is unlikely it could make a public sale of securities
or be able to borrow any significant sum, from either a
commercial or private lender. There can be no assurance that
Registrant will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to Registrant.
Registrant does not intend to use any employees, with the
exception of part-time clerical assistance on an as-needed basis.
Outside advisors, attorneys or consultants will only be used if
they can be obtained for a minimal cost or for a deferred payment
basis. Management is confident that it will be able to operate in
this manner and continue its search for business opportunities
during the next twelve months.
12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Registrant's Form 10SB12G and all exhibits thereto, filed in
June, 2001 are incorporated herein by reference. The following
exhibits are included in this filing:
Exhibit
Number Description
- ---------------------
99 Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Sec. 906 of the Sarbanes-Oxley Act
(b) No reports on Form 8-K were filed during the period.
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTHERN OSTRICH CORP.,
a Nevada corporation
Dated: October 28, 2002 By:/s/ Manfred Schultz,
President, CEO and Director
Dated: October 28, 2002 By:/s/ Gerald Hinkley
Vice President, Secretary,
CFO, Treasurer and Director
13
CERTIFICATION PURSUANT TO SECTION 302 OF THE ACT
------------------------------------------------
I, Manfred Schultz, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Northern
Ostrich, Inc.
2. Based on my knowledge, this 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 Northern Ostrich, Inc. as of, and for, the periods
presented in this quarterly report.
4. Northern Ostrich's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for Northern
Ostrich, Inc. and have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to Northern
Ostrich, Inc., including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of Northern Ostrich's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The other certifying officers and I have disclosed, based on our
most recent evaluation, to our auditors and the audit committee of our
Board of Directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect our ability to
record, process, summarize and report financial data and have
identified for our 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 our internal
controls.
6. The other certifying officers 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.
October 28, 2002 /s/ Manfred Schultz
----------------------------------------
Manfred Schultz, Chief Executive Officer
and Chairman of the Board of Directors