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, 2005
[ ] 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
69930 Highway 111 Ste 108, Rancho Mirage, CA 92270
(Address of principal executive offices) (Zip Code)
(760) 219-2776
(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 March 31, 2005
No exhibits included.
2
Item 1. Financial Statements
Northstar Ventures, Inc.
BALANCE SHEET
(Unaudited)
March 31, December 31,
2005 2004
-------- ---------
<s> <c> <c>
ASSETS
======
-------- ---------
TOTAL ASSETS $ -0- $ -0-
======== =========
LIABILITIES & SHAREHOLDERS' EQUITY
==================================
Current liabilities:
Convertible Promissory $ 50,000 $ 50,000
Note Payable (NOTE 4)
-------- ---------
TOTAL LIABILITIES $ 50,000 $ 50,000
-------- ---------
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value:
20,000,000 shares authorized;
no shares issued and outstanding
at 3/31/05 and 12/31/04 $ -0- $ -0-
Common stock, $0.001 par value:
80,000,000 shares authorized;
issued & outstanding 473,250
at 3/31/05 and 12/31/04 (NOTE 2) 4,000 4,000
Retained earnings/(accum deficit) 54,000) ( 54,000)
-------- ---------
TOTAL SHAREHOLDERS'EQUITY(DEFICIT) $( 50,000) $ ( 50,000)
-------- ---------
TOTAL LIABILITIES & EQUITY $ -0- $ -0-
======== =========
The accompanying notes are an integral part of
these financial statements
3
Northstar Ventures, Inc.
STATEMENT OF OPERATIONS
For the Three Months and Year to date Periods Ending
March 31, 2005 and 2004
(Unaudited)
<CAPTION
Three Months Ended Year To Date
March 31 March 31,
2005 2004 2005 2004
<s> <c> <c> <c> <c>
Revenues $ -0- $ -0- $ -0- $ -0-
General & Administrative
expenses -0- -0- -0- -0-
----- ------ ----- ------
Income/(Loss) from Operations $ -0- $ -0- $ -0- $ -0-
Other income/(expenses) -0- -0- -0- -0-
----- ------ ----- ------
Gain (loss) from continuing
operations $ -0- $ -0- $ -0- $ -0-
Gain (loss) from discontinued
operations -0- -0- -0- -0-
----- ------ ----- ------
Net income (loss) $ -0- $ -0- $ -0- $ -0-
===== ====== ===== ======
Per share information:
- - - ----------------------
Basic (loss) per common share
Continuing operations $(0.00) $(0.00) $(0.00) $(0.00)
----- ----- ----- -----
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 $(0.00) $(0.00) $(0.00) $(0.00)
----- ----- ----- -----
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
Northstar Ventures, Inc.
STATEMENT OF CASH FLOWS
For Three Months and Year to date Periods Ending
March 31 2005 and 2004
(Unaudited)
3 Months Ended Year To Date
March 31, March 31,
2005 2004 2005 2004
---- ------- ---- -------
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Operating Activities:
Net income (loss) $ -0- $ -0- $ -0- $ -0-
Cash provided (used) on changes in:
current assets/decrease(increases);
current liabilities/(decr.)incr.
Increase in Notes Payable (NOTE 4) -0- -0- -0- -0-
---- ------- ---- -------
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
Northstar Ventures, Inc.
FINANCIAL NOTES
PERIOD ENDING MARCH 31, 2005
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Three months ended March 31, 2005 and the period of
August 10, 1998 (Inception) to March 31, 2005
(UNAUDITED)
The condensed financial statements of Northstar Ventures, Inc. (the
Company) 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 accounting principles generally accepted in
the United States of America has been condensed or omitted, the Company
believes that the disclosures are adequate to make the information
presented not misleading. The condensed financial statements for the
three months ended March 31, 2005 should be read in conjunction with
the financial statements and notes thereto included in this report, and
the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004.
The condensed 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
indicative of trends or of results to be expected for the year ended
December 31, 2005.
NOTE 1 - ORGANIZATION AND BUSINESS PLAN
Northstar Ventures, Inc. (the Company) was incorporated under the laws
of the State of Nevada on August 10, 1998 to engage in any lawful
activity.
The Articles of Incorporation authorized the Company to issue
80,000,000 shares of common stock and 20,000,000 shares of preferred
stock, both with a par value of $0.001.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is considered a 'Development Stage Company' as defined in
SFAS 7, "Accounting and Reporting by Development Stage Companies."
Therefore, cumulative amounts are reported on the statements of
operations, stockholders' deficit, and cash flows.
Cash and Equivalents
The Company considers all highly liquid debt instruments purchased with
a maturity of nine months or less to be cash equivalents. During the
three months ended March 31, 2005,the Company paid $0 in interest and
income taxes.
Loss Per Common Share
Loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding for the
three months ended March 31, 2005.
Use of Estimates
The preparation of the accompanying financial statements, in conformity
with accounting principles generally accepted in the United States of
America, requires 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 expenses during the reporting
periods. Actual results could differ from those estimates.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse. The
effect on deferred tax assets and liabilities from a change in tax
rates is recognized in the statement of operations in the period that
includes the enactment date. The Company has not yet commenced an
active trade or business, therefore, the Company did not provide any
current or deferred federal or state income tax provision or benefit
for any of the periods presented because to date, it has experienced
operating losses. The Company has a federal net operating loss
carryforward of $54,000 expiring in the years 2018 through 2026. The
tax benefit of this net operating loss, based on an effective tax rate
of 35%, is approximately $18,900 and has been offset by a full
evaluation allowance.
Reclassifications
Certain accounts from prior periods have been reclassified to conform
to current period presentation.
Recently Issued Accounting Standards
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - An Amendment of FASB
Statement No. 123." SFAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, the
statement amends the disclosure requirement of Statement No. 123 to
require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends and
clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS 149 is generally
effective for contracts entered into or modified, and for hedging
relationships designated after June 30, 2003.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS 150 establishes standards for how an issuer measures
certain financial instruments with characteristics of both liabilities
and equity and requires that an issuer classify a financial instrument
within its scope as a liability (or asset in some circumstances). SFAS
150 was effective for contracts entered into or modified after May 31,
2003.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3." This statement changes the requirements for the
accounting for and reporting of a change in accounting principle.
Previously, Opinion 20 required that most voluntary changes in
accounting principle be recognized by including in net income of the
period of change the cumulative effect of changing to a new principle.
This statement requires retrospective application to prior periods'
financial statements of changes in accounting principle, when
practicable.
SFAS 148, 149, and 154 do not have current application to the Company,
but may be applicable to the Company's future financial reporting. The
Company does have convertible debt (Note 4), which management has
determined does not fall under the scope of SFAS 150. The Company's
convertible debt is not mandatorily redeemable, rather it is redeemable
at the option of the holder. In addition, it is not redeemable for a
fixed amount based on a variable number of shares, rather both the
amount and the number of shares are fixed.
NOTE 3 - STOCKHOLDERS' DEFICIT
On August 20, 1998, the Company issued 473,250 shares of common stock
at par value $0.001, to individuals (including Officers/Directors) for
consulting services provided to the Company for a total value of $473.
On December 20, 1998, the Company issued 1,026,750 shares of common
stock at par value $0.001 for $1,027 in cash.
Total shares of common stock issued and outstanding were 473250 at
March 31, 2005 and 2004.
No preferred stock has been issued and none is outstanding as of March
31, 2005 or 2004.
NOTE 4 - RELATED PARTY TRANSACTIONS
Convertible Debt
An accrual of $10,000 per year has been recorded for Administrative
Support Services for a 5-year period (1998 to December 31, 20022004).
These Notes are convertible at a rate of $.05/cents per share at the
option of the holder.
NOTE 5 - GOING CONCERN AND INCIDENTAL COSTS
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company has incurred losses since its inception
and has not yet been successful in establishing profitable operations.
These factors raise substantial doubt about the ability of the Company
to continue as a going concern. Unanticipated costs and expenses or the
inability to generate revenues could require additional financing,
which would be sought through bank borrowings, or equity or debt
financing. To the extent financing is not available, the Company may
not be able to, or may be delayed in, developing its business purpose.
The accompanying financial statements do not reflect any adjustments
that might result from the outcome of these uncertainties.
Incidental costs to maintain legal registrations of the Company in its
state of incorporation and with the Securities and Exchange Commission
have been paid or assumed by the current shareholders of the Company.
This will continue for the foreseeable future.
The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate. Costs incurred on these
efforts will continue to be borne/paid by the Officers/Directors of the
Company in the form of loans/advances or the issuance of stock.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has not commenced operations and has no working capital.
Capital and Source of Liquidity.
The Company does not expect to purchase any plant or significant
equipment over the next twelve months.
Other than incidental costs that pertain to maintaining the Company's
legal and SEC registration, there are no major cash requirements.
For the three months ended March 31, 2005 and 2004, the Company did not
pursue any investing activities.
Results of Operations.
For the six months ended March 31, 2005 and 2004, the Company did not
earn any revenues from operations.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures The Chief Executive
Officer and the Chief Financial Officer of the Company have made an
evaluation of the disclosure controls and procedures relating to the
quarterly report on Form 10-QSB for the quarter ended March 31, 2005 as
filed with the Securities and Exchange Commission and have judged such
controls and procedures to be effective as of March 31, 2005 (the
evaluation date).
There have not been any significant changes in the internal controls of
the Company or other factors that could significantly affect internal
controls relating to the Company since the evaluation date.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The following exhibits are filed herewith:
31.1(a) and (b) Certifications pursuant to Rule 13a- 14(a) or 15d-14(a)
under the Securities Exchange Act of 1934, as amended.
32.1(a) and (b) Certifications pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
None
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 12, 2007
By: /s/ Dempsey K. Mork
- - - --------------------------
Dempsey K. Mork
President/CEO
CERTIFICATIONS
Exhibit 31.1(a)
I, Dempsey Mork, certify that:
1. I have reviewed this quarterly report on Form 10-QSB 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 registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant
and we 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
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
inwhich this quarterly report is being prepared; (b) evaluated the
effectiveness of the registrant'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;
(d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
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 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 significantdeficiencies
and material weaknesses.
Date: November 12, 2007
/s/Dempsey Mork
- - - ---------------------------
Dempsey Mork
President, Chief Executive Officer, Director
In connection with the Quarterly Report of Northstar Ventures, Inc.
(the "Company") on Form 10-QSB for the period ending June 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Dempsey Mork, Chief Executive Officer of the
company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/Dempsey Mork
- - - ------------------------------
Dempsey Mork
President, Chief Executive Officer, Director
November 12, 2007
Chief Financial Officer
Nove