U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM n/a to n/a
333-90031 Commission file number
Northstar Electronics, Inc.
Exact name of small business issuer as specified in its charter
Delaware
State or other jurisdiction of organization
#33-0803434
IRS Employee incorporation or Identification No.
Suite # 1455- 409 Granville Street
Vancouver, British Columbia,
Canada V6C 1T2
Address of principal executive offices
(604) 685-0364
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] No[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): [ ]Large accelerated filer [ ]Accelerated filer [X]Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ]Yes [X]No
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[]
No[] Not Applicable
Applicable only to corporate issuers
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 May 1, 2008:
29,040,107
Transitional Small Business Disclosure Format (check one): Yes[] No[X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHSTAR ELECTRONICS, INC. Consolidated Financial Statements
Unaudited - Prepared by management PAGE
Consolidated Balance Sheets at March 31, 2008
and at December 31, 2007...............................................F-1
Consolidated Statements of Operations
for the Three Months Ended March 31, 2008 and 2007.....................F-2
Consolidated Statements of Changes in
Stockholders' Equity for the
Three Months Ended March 31, 2008......................................F-3
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2008 and 2007.....................F-4
Notes to Consolidated Financial Statements.............................F-5
Item 2. Management's Discussion and Analysis or Plan of Operation.......2
Item 3. Controls and Procedures.........................................6
PART II OTHER INFORMATION
Item 1. Legal Proceedings...............................................6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....6
Item 3. Defaults Upon Senior Securities.................................6
Item 4. Submission of Matters to a Vote of Security Holders.............7
Item 5. Other Information...............................................7
Item 6. Exhibits........................................................7
SIGNATURES..............................................................7
NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets - U.S. Dollars
March 31 December 31
2008 2007
ASSETS unaudited audited
------------ -----------
Current
Cash and cash equivalents $ 18,965 $ 34,053
Accounts receivable 336,608 556,037
Inventory - work in process 80,064 62,267
Investment tax credits receivable 58,566 61,247
Prepaid expenses 56,026 69,872
Total Current Assets 550,229 783,476
Pre contract costs 257,004 268,770
Intangible asset 23,137 24,783
Equipment 55,059 59,756
---------- -----------
Total Assets $885,429 $1,136,785
=========== ===========
LIABILITIES
Current
Accounts payable and accrued liabilities $1,038,575 $1,044,624
Loans payable 126,770 137,294
Deferred revenue 73,510 125,668
Due to Cabot Management Limited 53,098 55,528
Due to Directors 589,877 566,321
Current portion of long term debt 191,948 250,289
Total Current Liabilities 2,073,778 2,179,724
Long term debt 1,563,326 1,551,890
----------- ----------
Total Liabilities $3,637,104 $3,731,614
=========== ===========
Going Concern (note 1), Contingencies (note 5), Subsequent Events (note 6)
STOCKHOLDERS' EQUITY
Authorized
100,000,000 shares of common stock with a par value of $0.0001 each
20,000,000 shares of preferred stock with a par value of $0.0001 each
Issued and outstanding
28,540,109 shares of common stock 2,854 2,766
(27,657,081 December 31, 2007)
Nil shares of preferred stock - -
Subscribed - 40,000 preferred series A 30,000 -
Additional paid in capital 4,843,882 4,765,743
Cumulative other comprehensive income (loss) (378,271) (460,287)
Deficit (7,250,140) (6,903,051)
Total Stockholders' Equity (Deficit) (2,751,675) (2,594,829)
----------- ------------
Total Liabilities and Stockholders' Equity $ 885,429 $1,136,785
=========== ============
See notes to the consolidated financial statements
F-1
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations
Three Months Ended March 31, 2008 and 2007
Unaudited
U.S.Dollars
2008 2007
------ -------
Revenue - note 4 $423,545 $187,532
Cost of goods sold 224,352 40,447
Gross margin 199,193 147,085
Other income 8,889 8,200
208,082 155,285
Expenses
Salaries 307,040 209,814
Financial consulting 0 52,220
Finance fees 49,500 0
Professional fees 22,232 7,231
Research and development 0 407
Advertising and marketing 16,816 0
Rent 32,210 15,922
Investor relations 10,650 9,364
Office 27,320 12,014
Travel and business development 48,165 13,051
Interest on debt 19,296 18,663
Telephone and utilities 14,354 12,388
Amortization 5,134 6,854
Bank charges and interest 1,919 1,454
Foreign exchange 191 1,685
Transfer agent 344 1,672
----------- ----------
555,171 362,739
----------- ----------
Net (loss) for period $(347,089) $(207,454)
=========== ===========
Net (loss) per share $(0.01) $(0.01)
=========== ===========
Weighted average number of shares outstanding 27,814,333 23,327,026
See notes to the consolidated financial statements
F-2
NORTHSTAR ELECTRONICS, INC.
Consolidated Statement of Changes in Stockholders' Equity
Three Months Ended March 31, 2008
Unaudited
U.S. Dollars
Additional Other Total Stockholder
Paid in Comprehensive Accumulated Equity
Shares Amount Capital Income Deficit (Deficit)
---------------------------------------------------------------------------------------------------------
Balance
December 31,
2007 27,657,081 $2,766 $4,765,743 $(460,287) $(6,903,051) $(2,594,829)
---------------------------------------------------------------------------------------------------------
Net loss for
three months - - - - (347,089) (347,089)
Currency
translation
adjustment - - - 82,016 - 82,016
Issuance of
common stock:
- for cash 133,333 13 9,987 - - 10,000
- for services 749,695 75 68,152 - - 68,227
------------------------------------------------------------------------------------------------------
Balance
March 31,
2008 28,540,109 $2,854 $4,843,882 $(378,271) $(7,250,140) $(2,781,675)
=======================================================================================================
Series A shares of preferred stock - subscribed 30,000
=========
Total stockholders' equity (deficit) $(2,751,675)
============
See notes to the consolidated financial statements
F-3
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2008 and 2007
Unaudited
U.S.Dollars
2008 2007
------- -------
Operating Activities
Net income (loss) $(347,089) $(207,454)
Adjustments to reconcile net income (loss) to net
cash used by operating activities
Amortization 5,134 6,854
Issuance of common stock for services 68,227 44,270
Changes in operating assets and liabilities 166,989 (3,660)
---------- ----------
Net cash (used) provided by operating activities (106,739) (159,990)
Investing Activities
Property and equipment (2,433) (585)
Net cash (used) provided by investing activities (2,433) (585)
Financing Activities
Issuance of common shares for cash (net of costs) 40,000 134,250
Increase (repayment) of long term debt 32,705 62,532
Advances from (repayment to) directors 26,812 (32,344)
---------- -----------
Net cash (used) provided by financing activities 99,517 164,438
Effect of foreign exchange on translation (5,433) 1,341
Inflow (outflow) of cash (15,088) 5,204
--------- ----------
Cash, beginning of period 34,053 24,300
-------- ----------
Cash, end of period $ 18,965 $ 29,504
======== ==========
Supplemental information
Interest paid $19,296 $18,663
Shares issued for services $68,227 $44,270
Corporate income taxes paid $ 0 $ 0
See notes to the consolidated financial statements
F-4
NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2008
Unaudited
U.S. Dollars
1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN These
consolidated financial statements include the accounts of Northstar Electronics,
Inc. ("the Company") and its wholly owned subsidiaries Northstar Technical Inc.
("NTI") and Northstar Network Ltd. ("NNL"). All inter company balances and
transactions are eliminated. The Company was incorporated May 11, 1998 in the
State of Delaware and had no operations other than organizational activities
prior to the January 2000 merger with NTI described as follows: On January 26,
2000 the Company completed the acquisition of 100% of the shares of NTI. The
Company, with the former shareholders of NTI receiving a majority of the total
shares then issued and outstanding, effected the merger through the issuance of
4,901,481 shares of common stock from treasury. The transaction has been
accounted for as a reverse take over resulting in the consolidated financial
statements including the results of operations of the acquired subsidiary prior
to the merger.
The Company's business activities are conducted principally in Canada but these
financial statements are prepared in accordance with accounting principles
generally accepted in the United States with all figures translated into United
States dollars for reporting purposes.
These unaudited consolidated interim financial statements have been prepared by
management in accordance with accounting principles generally accepted in the
United States 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, 2007 Form 10-KSB and amendments.
In the opinion of the Company's management, this consolidated interim financial
information reflects all adjustments necessary to present fairly the Company's
consolidated financial position at March 31, 2008 and the consolidated results
of operations and the consolidated cash flows for the three months then ended.
For the three months ended March 31, 2008: 74% of the Company's revenues were
generated from a contract with a subsidiary of a major US customer; and, 20% of
the Company's revenues were generated from a different contract with a Canadian
subsidiary of the same US customer. (March 31, 2007, 33% of the Company's
revenues were generated from that same Canadian contractor). The Company is
continually marketing its services for follow on contracts.
The results of operations for the three months ended March 31, 2008 are not
necessarily indicative of the results to be expected for the entire fiscal year.
The accompanying 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 three months to March 31, 2008 the Company incurred a net loss of
$347,089 (year to December 31, 2007: $778,818) and at March 31, 2008 had a
working capital deficiency (an excess of current liabilities over current
assets) of $1,523,549 (December 31, 2007: $1,396,248), including $191,948 of
long term debt due within one year (December 31, 2007: $250,289).
F-5
Management has undertaken initiatives for the Company to continue as a going
concern: for example, the Company is negotiating to secure an equity financing
in the short term and is in discussions with several financing firms. The
Company also expects to increase second quarter 2008 revenues from product and
contract sales. As well, the Company continues to seek manufacturing assembly
contracts that will result in increased revenue. These initiatives are in
recognition that the Company to continue as a going concern must generate
sufficient cash flow to cover its obligations and expenses. In addition,
management believes these initiatives can provide the Company with a solid base
for profitable operations, positive cash flows and reasonable growth. Management
is unable to predict the results of its initiatives at this time. 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.
2. SHARE CAPITAL
COMMON STOCK
During the three months ended March 31, 2008 the following shares of common
stock were issued: For services: 749,695 shares fairly valued at $68,227, the
market value of those services For cash: 133,333 shares fairly valued for cash
of $10,000.
PREFERRED STOCK
For cash: 40,000 series A shares of preferred stock for $30,000. The preferred
shares bear interest at 10% per annum paid semi annually not in advance and are
convertible to shares of common stock of the Company after two years from
receipt of funds at a 20% discount to the then current market price of the
Company's common stock. The preferred shares may be converted after six months
and before two years under similar terms but with a 15% discount to market. At
March 31, 2008 the Company had received $30,000 for 40,000 preferred shares but
had not issued the shares.
3. LONG TERM DEBT
Balance due to Atlantic Canada Opportunities Agency ("ACOA")
December 31, 2007 $1,802,179
Increase in ACOA funding during the quarter 32,000
Effect of foreign exchange on translation to US dollars (78,905)
Balance due to ACOA March 31, 2008 1,755,274
Less current portion 191,948
----------
$1,563,326
==========
4. REVENUE
Three months 2008 Three months 2007
----------------- ----------------
Revenue consists of: NETMIND sales $ 28,123 $107,706
Contract sales 354,779 62,621
Government assistance 40,643 17,205
---------------- ---------------
$423,545 $187,532
=============== ===============
5. CONTINGENCIES
(i) The Company is a defendant in a lawsuit commenced against them in 1999
by their former master distributor. The former distributor has alleged that the
Company interfered with the ability of the former distributor to sell products.
The Company has filed a counter claim for monies owing by the former distributor
to the Company. There has been no action from either side to date.
(ii) The Company is contingently liable to repay $1,997,144 in assistance
received under the Atlantic Innovation Fund. The assistance is repayable
annually at the rate of 5% of gross revenues from sales of products resulting
from the Aquacomm research and development project. Gross revenues are to be
calculated for the fiscal year immediately preceding the due date of the
respective payment. Repayment is to continue until the assistance is repaid in
full.
6. SUBSEQUENT EVENT
Subsequent to March 31, 2008 the Company issued 499,998 shares of common stock
for $30,000.
F-6
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 month periods ended
March 31, 2008 and March 31, 2007 prepared by management and the audited
consolidated financial statements for the twelve months ended December 31, 2007
as presented in the Form 10KSB as amended.
Although the Company has experienced a net loss this quarter, it continues to
expend considerable effort in developing new markets for NETMIND, in developing
advanced sonar products and in securing additional contracts for the contract
manufacture and assembly of military/government systems, submarine command and
control consoles, multi mode fiber optic cables and precision machined parts and
other components for defense systems.
The Company believes that its overall business prospects look promising and
anticipates increased revenues in the near to medium future.
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
The Company, through its subsidiaries, is an underwater sonar technology
developer (USTD), a defense electronics contract manufacturer (CM) and a defense
systems integrator (DSI).
-2-
Underwater Sonar Products and Technologies
a) The NETMIND System
The Company's first underwater sonar product based on core technology is the
NETMIND system. NETMIND's market is the world's commercial fishing industry and
government oceanic research agencies. One of our largest customers has been the
United States National Oceanic and Atmospheric Administration (NOAA).
NETMIND is both a conservation tool as well as an efficiency tool. Electronic
sensors attached to a fishing trawl measure the height and width of the net
opening, the water temperature, the depth of the net and the amount of fish
caught plus other parameters. The sensor information is transmitted via a
wireless communications link back to the ship.
NETMIND helps prevent over fishing and allows fishermen to catch fewer fish and
still make profits. This gives regulators flexibility in reducing quotas when
attempting to conserve limited fish stocks. NETMIND sales decreased from the
same period last year due to a shortfall in operating capital and thereby
delaying production of NETMIND orders during the quarter. Steps have been taken
to make working capital available internally to rectify the situation and orders
are presently moving through production subsequent to March 31, 2008. A
potential and substantial market exists in Ireland, Scotland and the surrounding
regions.
b) Defense Sonar Systems
The Company is a subcontractor on Lockheed Martin's anti-terrorism Swimmer
Detection System (SDS). The SDS is a wide band high frequency sonar system
designed specifically to detect and classify underwater terrorist threats. The
Company, in collaboration with Lockheed Martin Canada, is also involved in the
design of a wide band sonar projector. The design and technology is applicable
to innovative military sonar products one of which the Company is developing for
Lockheed Martin.
Defense Contract Manufacturing
The Company completed its submarine command and control console contract issued
by Lockheed Martin Naval Electronics and Surveillance Systems, Manassas,
Virginia in 2005. A manufacturing contract for seven submarine consoles was
received in March and could lead to additional similar console manufacturing
contracts.
The Company's wholly owned subsidiary, Northstar Network Ltd.,continued work on
the Master Purchase Order for the Wing Assembly Upgrade Component for the P-3
ORION aircraft from Lockheed Martin Aeronautics totaling US$6,307,191. This
work extends to the year 2012 and the Company is manufacturing components for
new production service life extension kits for this Lockheed Martin Service Life
Extension Program. These components will add more than 15,000 flying hours to
each aircraft, representing 15 to 20 additional years of service for this
critical maritime patrol and reconnaissance resource.
-3-
Systems Integration
The Company is developing its approach to securing and executing large defense
contracts by bringing together affiliate companies. The overall affiliate
capability, which is substantial, is presented to the prime contractors.
Marketing efforts continue in this area to broaden our exposure for
manufacturing opportunities.
The aforementioned P3 ORION Master Purchase Order is an example of how Systems
Integration works for us. In this project, six subcontractors carry out various
tasks, with Northstar bringing all the component parts together for testing,
quality control and delivery to the customer.
Results of Operations
Comparison of the three months ended March 31, 2008 with the three months ended
March 31, 2007.
Revenue for the three month period ended March 31, 2008 was $423,545 compared to
$187,532 of revenue recorded during the same period of the prior year. Gross
profits increased from $147,085 (78% of Sales) in the prior period to $199,193
(47% of Sales) in the current period. The increase was due to the fact that the
Company had substantial contract work in the current quarter and carried out
little contract work in the prior period. The gross profit percentage decreased
due to the lower margin in the contract work over the higher margin in NETMIND
sales. NETMIND sales were higher in the prior period.
The net loss for the three-month period ended March 31, 2008 was $347,089
compared to a net loss of $207,454 for the three months ended March 31, 2007.
The increase in net loss was due to additional staffing required for contract
work ahead of revenue billing as well as over this past quarter, the Company has
invested considerable resources in seeking out additional and future contract
manufacturing opportunities and is confident that the efforts will return
positive results to the Company over the remainder of 2008.
During the quarter the Company continued expenditures on the marketing and
advertising of its NETMIND system through trade shows and a growing distribution
network including Ireland, Spain, the Scandinavian countries and the USA.
Comparison of Financial Position at March 31, 2008 with March 31, 2007
The Company's working capital deficiency increased at March 31, 2008 to
$1,523,549 with current liabilities of $2,073,778 which are in excess of current
assets of $550,229. At December 31, 2007 the Company had a working capital
deficiency of $1,396,248.
-4-
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,
2007. 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".
Liquidity and Capital Resources
The Company has increased its shareholders' deficit as a result of its efforts
to increase its business activity and customer base. Cash outflow for the first
quarter ended March 31, 2008 was $(15,088) compared to an increase in cash of
$5,204 in the comparative prior quarter March 31, 2007. In the quarter, the
Company received $40,000 ($150,000 in the comparative prior quarter) from equity
funding and received $32,000 (received $61,073 in the comparative quarter) long
term debt leaving cash on hand at March 31, 2008 of $18,965 compared to cash on
hand of $34,053 at December 31, 2007 and $29,504 at March 31, 2007. Until the
Company receives revenues from its new contract and/or increases in product
sales revenue, it will be dependent upon equity and loan financings to
compensate for the outflow of cash anticipated from operations.
The Company is preparing a private placement preferred share offering pursuant
to Regulations D and S with the expectation of raising up to $5,000,000. Any
funds so raised are targeted for contract financing, product development,
facilities, marketing and general working capital. At this time, no commitment
for funding has been made to the Company.
The Company's continued operations are dependant upon obtaining revenues from
outside sources or raising additional funds through debt or equity financing
-5-
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-QSB, 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.
(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.
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 Date Exercise Price Expiry Date
--------------- ------ --------------- ----------
Nil
Warrants Issued
During the three month period ended March 31, 2008 the Company issued nil share
purchase warrants.
Common Stock Issued Date Consideration
-------------------------------------------------------
550,000 January, 2008 finance fees valued at $49,500
133,333 February, 2008 cash of $10,000
199,695 March, 2008 services valued at $18,727
Preferred Stock Subscribed
40,000 series A shares, for cash of $30,000, convertible to shares of common
stock - proceeds were used in working capital.
-6-
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.
Item 5. Other Information.
During the quarter ended March 31, 2008 Mr. Terry McLeod, BSc and Vice President
of the Company, joined the Company's Board of Directors. Mr. McLeod's experience
includes fifteen years in marine technology serving as President of Oceanvision
Systems Inc., his privately held company. Previously Mr. McLeod spent seven
years with Computer Sciences Canada Ltd., a subsidiary of Computer Sciences
Corporation, where he moved from technology development to sales, marketing and
branch management.
During the quarter ended March 31, 2008 the Company accepted the resignation of
Mr. Gary Dinn from its Board of Directors.
During the quarter ended March 31, 2008 Mr. Harry Davis, BSc, PEng, joined the
Company's Board of Directors. Mr. Davis is currently Vice President of Finance
and Operations of University Canada West and has been with the University Canada
West for the past five years. Previously he was Vice President of Research and
Engineering at Premier Cablesystems Ltd.
Item 6. Exhibits
Exhibit 31.1 -CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1-CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
No change since previous filing.
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.
May 15, 2008 Northstar Electronics, Inc.
(Registrant)
By: /s/ Wilson Russell
-----------------------
Wilson Russell, PhD,
President and Chief Financial Officer
-7-