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 SEPTEMBER 30, 2009
[ ] 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 # 410 - 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 NOVEMBER 14,
2009: 31,209,709
Transitional Small Business Disclosure Format (check one):Yes[] NO[X]
PART I - FINANCIAL INFORMATION
NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets - U.S. Dollars
September 30 December 31
2009 2008
UNAUDITED audited
ASSETS ----------------------------
Current
Cash and cash equivalents $ 49,143 $ 210,348
Accounts receivable 583,586 347,798
Inventory - work in process 202,755 85,732
Investment tax credits receivable - 33,317
Prepaid expenses 45,693 48,037
------------------------------
Total Current Assets 881,177 725,232
Pre contract costs 265,826 330,223
Intangible asset 18,680 16,332
Equipment 54,973 48,972
-------------------------------
Total Assets $1,220,656 $1,120,759
-------------------------------
LIABILITIES
Current
Accounts payable and accrued liabilities $1,691,150 $1,453,259
Loans payable 320,785 142,422
Deferred revenue 373,702 59,839
Due to Cabot Management Limited 50,906 44,507
Due to Directors 1,150,266 952,084
Current portion of long term debt 525,783 497,170
--------------------------------
Total Current Liabilities 4,112,592 3,149,281
Long term debt 1,641,010 1,516,988
--------------------------------
Total Liabilities 5,753,602 4,666,269
Going Concern (note 1), Contingencies (note 5)
STOCKHOLDERS' DEFICIENCY
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
31,209,709 shares of common stock 3,121 2,997
(29,960,370 December 31, 2008)
Nil shares of preferred stock - -
Subscribed - 110,100 preferred series A 110,100 51,600
(51,600 December 31, 2008)
Additional paid in capital 5,139,253 4,954,639
Cumulative other comprehensive income (loss) (339,887) 88,935
Deficit (9,445,533) (8,643,681)
-------------------------------
Total Stockholders' Equity (Deficit) (4,532,946) (3,545,510)
-------------------------------
Total Liabilities and Stockholders' Deficiency $1,220,656 $1,120,759
================================
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2009
Unaudited
U.S. Dollars
THREE MONTHS NINE MONTHS
2009 2008 2009 2008
Sales $1,531,612 $875,049 $615,378 $2,257,445
----------------------------------------------------
Cost of goods sold 1,150,582 690,449 571,404 1,686,193
-----------------------------------------------------
Gross margin 381,030 184,600 43,974 571,252
---------------------------------------------------
Other income (expense) 6,996 4,972 13 4,972
Recovery of research and development - 132,006 - 60,758
-----------------------------------------------
189,572 104,745 576,224 520,032
Operating Expenses
Salaries 189,322 211,772 566,821 846,881
Management and administration fees 58,107 30,000 151,197 72,650
Professional fees 13,407 22,926 62,479 49,941
Investor relations 3,000 2,114 15,500 23,264
Finance fees 12,854 0 29,284 49,500
Rent 36,338 39,570 99,806 102,870
Research and development - 26,329 - 40,120
Office 20,234 4,942 77,662 54,512
Travel and business development (10,324) 2,110 4,193 86,175
Interest on debt 117,697 66,201 285,979 132,359
Heat, light and telephone 14,770 14,690 31,045 44,901
Amortization (21,147) 6,204 10,787 16,574
Transfer agent 889 491 889 1,092
Bad debts 42,434 - 42,434 -
------------------------------------------------
Total operating expenses 477,581 437,349 1,378,076 1,520,839
------------------------------------------------
Net income (loss) for the period $(288,009) $(332,604) $(801,852) $(1,000,807)
-------------------------------------------------
Net loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.03)
===================================================
Weighted average number of shares
outstanding 30,462,501 29,094,349 30,432,096 28,615,260
===================================================
The accompanying notes are an integral part of the financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statement of Changes in Stockholders' Equity
Nine Months Ended September 30, 2009
Unaudited
U.S. Dollars
Additional Other
Paid in Comprehensive Accumulated Total Stockholder
Shares Amount Capital Income Deficit (Deficit)
-------------------------------------------------------------------------------------------------------------
Balance
December 31,
2008 29,960,370 $2,997 $4,954,639 $88,935 $(8,643,681) $(3,597,110)
Net loss for
nine months - - - - (801,852) (801,852)
Currency
translation
adjustment - - - (428,822) - (428,822)
Issuance of
common stock:
- for debt 903,137 90 83,716 - - 83,806
- for cash 180,292 18 86,482 - - 86,500
- for services 165,910 16 14,416 - - 14,432
---------------------------------------------------------------------------------------------------------
Balance
September 30,
2009 31,209,709 $3,121 $5,139,253 $(339,887) $(9,445,533) $(4,643,046)
-----------------------------------------------------------------------------------------------------------
Series A shares of preferred stock - subscribed 110,100
===========
Total stockholders' equity (deficit) $(4,532,946)
==========================================================================================================
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2009
Unaudited
U.S. Dollars
September 30
2009 2008
OPERATING ACTIVITIES -------------------------
Net (loss) $(801,852) $(1,000,807)
Adjustments to reconcile net (loss)
to net cash used by operating activities:
Amortization 10,787 16,224
Issuance of common stock for services 14,432 78,227
Changes in operating assets and liabilities 158,335 654,201
-------------------------
Net cash (used by) operating activities (618,298) (252,155)
--------------------------
INVESTING ACTIVITIES
Recovery (acquisition)of property and equipment (9,828) (18,023)
---------------------------
Net cash (used by) investing activities (9,828) (18,023)
---------------------------
FINANCING ACTIVITIES
Issuance of common stock for cash - net 228,806 105,000
Increase of long term debt 90,409 54,644
Advances from (repayment to) directors 130,235 267,353
----------------------------
Net cash provided by financing activities 449,450 426,997
---------------------------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 17,471 (133,910)
---------------------------
INFLOW (OUTFLOW)OF CASH (161,205) 22,909
Cash, beginning of period 210,348 34,053
---------------------------
CASH, END OF PERIOD $49,143 $56,962
===========================
SUPPLEMENTAL INFORMATION
Interest paid $285,979 $132,359
Shares issued for services $ 14,432 $ 78,227
Corporate income taxes paid $ 0 $ 0
The accompanying notes are an integral part of the financial statements
NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2009
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
intercompany 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 takeover 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, 2008 Form 10-K.
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 September 30, 2009 and the
consolidated results of operations and theconsolidated cash flows for the nine
months then ended. For the nine months ended September 30, 2009: 80% of the
Company's revenues were generated from a contract with a subsidiary of a
major US customer and 20% were generated from a major Canadian customer. The
Company is continually marketing its services for follow on contracts.
The results of operations for the nine months ended September 30, 2009 are
not necessarily indicative of the results to be expected for the entire fiscal
year. The accompanying consolidated interim financial statements have been
prepared assuming the Company will continue as a going concern and
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. During the nine months to September 30, 2009 the
Company incurred a net loss of $801,852 (year to December 31, 2008: $1,740,630)
and at September 30, 2009 had a working capital deficiency (an excess of
current liabilities over current assets) of $3,231,415 (December 31, 2008:
$2,424,049), including $525,783 of long term debt due within one year (December
31, 2008: $497,170).
Management has undertaken initiatives for the Company to continue as a
going concern: for example, the Company continues to negotiate to secure
an equity financing in the short term and is in discussions with several
possible accredited investors. The Company also expects to increase 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 nine months ended September 30,
2009 the following shares of common stock were issued:
For services: 165,910 shares fairly valued at $14,432 - the market value of
those services
For cash: 180,292 shares fairly valued for cash of $86,500. To settle accounts
payable: 903,137 fairly valued at $83,806.
PREFERRED STOCK For cash: 110,100 series A shares of preferred stock for
$110,100 (inclusive of 65,000 shares for $58,500 received during the nine months
ended September 30, 2009). 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 September 30, 2009 the
Company had received $110,100 for 110,100 preferred shares but had not issued
the shares.
3. LONG TERM DEBT
Balance owing December 31, 2008 $2,014,158
Increase in funding 152,635
-----------
Balance due September 30, 2009 2,166,793
Less current portion (525,783)
----------
$1,641,010
============
4. REVENUE
Nine months 2009 Nine months 2008
Revenue consists of:
NETMIND sales $ 23,240 $ 174,806
Contract sales 2,229,233 1,356,806
Government assistance 0 132,006
Other 4,972 6,996
----------------------------------------
$ 2,257,445 $1,670,614
=======================================
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. At September 30, 2009 the Company has accrued
$52,235 as repayable.
6. NEW ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying consolidated financial statements.
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 nine month
periods ended September 30, 2009 and September 30, 2008 prepared by management
and the audited consolidated financial statements for the twelve months ended
December 31, 2008 as presented in the Form 10K as filed.
Although the Company has experienced a net loss this quarter, it continues
to expend considerable effort 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).
UNDERWATER SONAR PRODUCTS AND TECHNOLOGIES
A) PROJECT X The company completed the design and final manufacture of a
custom underwater sonar array for this project for Lockheed Martin Canada
during the quarter. The specialized product was delivered for its final testing
after which an additional unit will be manufactured under contract as a
prototype. Subsequent to that event and review with LMC's customer,
manufacturing contracts are anticipated for up to 40 units. This unit
production is expected the close of the first half of 2010.
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 has been awaiting further opportunities for submarine console work
or Lockheed Martin Manassas. During the quarter it received the opportunity
to bid on a contract that would likely be awarded in the first quarter, 2010.
It would be for approximately 20 consoles. A formal response will be prepared
during the following quarter for upgrading submarine command and control
consoles to Lockheed Martin Naval Electronics and Surveillance Systems,
Manassas, Virginia. Additional cabinet manufacturing is anticipated with these
prospective systems.
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$6,807,191.
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.
In addition to the P3 Project, work was in full development for
the manufacture/assembly of the first prototype Machine Control Console
for L3 Communication MAPPS Ltd. for the Canadian Navy Frigate Upgrade program.
Over 60 units will be delivered under this US$2.6M contract.
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 and the L3
Communications contract are examples of how Systems Integration works for us.
In these projects, six subcontractors carry out various tasks, with
Northstar bringing all the component parts together for engineering, testing,
quality control and delivery to the customer.
RESULTS OF OPERATIONS
Comparison of the three and nine months ended September 30, 2009 with
the three and nine months ended September 30, 2008.
Gross revenues from sales, miscellaneous and research and development recovery
for the three month period ended September 30, 2009 were $875,049 compared to
$615,378 in the comparative prior three month period. Gross revenues from sales,
miscellaneous and research and development recovery for the nine month period
ended September 30, 2009 were $2,257,445 compared to $1,531,612 in the
comparative prior nine month period.
The comparative increase in revenue is the direct result of the Lockheed Martin
P3 contract and the Lockheed Martin Project X contract. Gross margins increased
from $381,030 (25%) in the prior nine month period to $571,252 (21%) in the
current nine month period.
The net loss for the three month period ended September 30, 2009 was $(288,009)
compared to a net loss of $(332,604) for the three months ended September 30,
2008. The loss resulted from expenses associated with time-related production
demands on the P3 project. Over this past quarter, the Company continued to
invest 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 ensuing months and years. Salaries were $566,821 for the
nine months and $846,881 for the comparative prior period ended September 30,
2008 as the Company continues to reduce its variable costs. During the
three month period, the company reduced its work force and operating costs for
NETMIND operations.
The Company is actively pursuing contracts for its sonar capabilities in
military and anti terrorist applications as well the Company has bid on several
contract manufacturing military project applications.
Salaries may increase with new projects anticipated in the aeronautics area,
commensurate with corresponding increases in revenues.
Cost recoveries of $nil were down from $132,006 recovered in the comparative
prior nine month period. Little R&D work is being undertaken as all efforts are
concentrated on large-scale manufacturing contracts and future bid opportunities
at this time.
COMPARISON OF FINANCIAL POSITION AT SEPTEMBER 30,2009 WITH DECEMBER 31, 2008
The Company's working capital deficiency increased at September 30, 2009
to $3,231,415 with current liabilities of $4,112,592 which are in excess of
current assets of $881,177. At December 31, 2008 the Company had a
working capital deficiency of $2,424,049. As production increased on the P3
Project, greater purchasing of materials and sub-contractor costs increases
worsened the working capital position which constricted production deliveries
as well. An operating line of credit (US$800,000.) for contract manufacturing
was undertaken during the quarter and subsequently put in place subsequent to
the quarter end.
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, 2008. 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 from
operations for the nine months ended September 30, 2009 was $(618,298) compared
to a cash outflow of $(252,155) in the comparative prior nine month period.
During the nine months ended September 30, 2009 the Company received
$86,500 from equity funding and received $90,409 long term debt leaving cash on
hand at September 30, 2009 of $49,143 compared to cash on hand of
$210,348 at December 31, 2008. Until the Company receives revenues from new
contracts and/or increases its 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 obtaining 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 dependent upon obtaining revenues
from outside sources or raising additional funds through debt or equity
financing.
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-Q, 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 September 30, 2009 the Company issued nil share
purchase warrants.
Common Stock Issued Date Consideration
---------------------------------------------------------------------------
80,000 January, 2009 services valued at $6,000
155,833 February, 2009 services valued at $18,500
22,077 February, 2009 cash of $1,500
62,500 March, 2009 cash of $5,000
54,048 April, 2009 cash of $55,000
115,910 May, 2009 services valued at $10,432
675,304 August, 2009 services valued at $60,306
41,667 August, 2009 cash of $3,750
40,000 September, 2009 services valued at $3,000
Preferred Stock Subscribed 23,610 series A shares, for cash of $21,250,
convertible to shares of common stock - proceeds were used in working capital.
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. No change since previous filing
ITEM 6. EXHIBITS 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.
November 16, 2009 Northstar Electronics, Inc.
(Registrant)
By: /s/ Wilson Russell
-------------------------
Wilson Russell, PhD, President and Chief Financial Officer