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, 2010
[ ] 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 MAY 10, 2010: 34,486,157
Transitional Small Business Disclosure Format (check one):Yes[] NO[X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED - PREPARED BY MANAGEMENT
NORTHSTAR ELECTRONICS, INC. Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 2010 and at December 31, 2009
Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended March 31, 2010
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 3. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES
NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets - U.S. Dollars
March 31 December 31
2010 2009
UNAUDITED audited
ASSETS ---------- ----------
CURRENT
Cash and cash equivalents $ 92,567 $ 108,486
Accounts receivable 199,189 208,973
Investment tax credits receivable - -
Inventory (note 2d) 87,896 132,367
Prepaid expenses 42,767 44,156
----------- -------------
422,419 493,982
DEFERRED CONTRACT COSTS (note 6) 133,436 193,464
INTANGIBLE ASSET (note 8) 14,215 14,333
EQUIPMENT (note 8) 54,267 57,835
------------ -------------
TOTAL ASSETS $ 624,337 $ 759,614
============= =============
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 1,652,430 $ 1,623,875
Loans payable (note 9) 173,929 193,161
Due to Cabot Management Limited (note 10a) 53,661 52,078
Due to Directors (note 10) 1,177,579 1,205,743
Deferred revenue 260,932 273,518
Current portion of long-term debt (note 11) 1,231,805 1,339,568
----------- --------------
4,550,336 4,687,943
LONG-TERM DEBT (note 11) 651,495 708,490
----------- --------------
TOTAL LIABILITIES 5,201,831 5,396,433
=========== ==============
STOCKHOLDERS' DEFICIT
Authorized:
100,000,000 Common shares with a par value of $0.0001 each
20,000,000 Preferred shares with a par value of $0.0001 each
Issued and outstanding:
33,377,880 Common shares (31,939,070 - December 31, 2009) 3,338 3,194
408,000 Preferred series A shares (348,000 - December 31, 2009) 342,772 285,600
ADDITIONAL PAID-IN CAPITAL 5,399,048 5,174,173
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (556,536) (457,939)
ACCUMULATED DEFICIT (9,766,116) (9,641,847)
------------- ------------
Total Liabilities and Stockholders' Deficiency $ 624,337 $ 759,614
============ ============
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations
Three Months Ended March 31, 2010 and 2009
Unaudited
U.S.Dollars
2010 2009
----------------------------
Revenue - note 4 $1,277,583 $488,034
----------------------------
Cost of goods sold 989,838 318,376
----------------------------
Gross margin 287,745 169,658
----------------------------
Other income 7,122 12,442
294,867 182,100
----------------------------
Expenses
Salaries 216,923 175,510
Financial consulting 1,500 5,000
Finance fees 30,961 1,000
Professional fees 7,906 6,126
Management and administration fees 45,000 48,090
Research and development 0 0
Advertising and marketing 0 6,051
Rent 35,365 33,064
Investor relations 6,750 12,500
Office 37,033 20,532
Travel and business development 15,352 12,445
Interest on debt 17,961 78,717
Telephone and utilities 7,211 7,257
Amortization 4,880 3,134
Foreign exchange (8,389) (14,797)
Transfer agent 684 409
-------------------------
Total operating expenses 419,137 395,038
-------------------------
Net (loss) for period $ (124,270) $(212,938)
============================
Net (loss) per share (basic and diluted) $(0.00) $(0.01)
============================
Weighted average number of shares 32,851,179 30,129,316
outstanding (basic and diluted) ============================
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statement of Changes in Stockholders' Equity
Three Months Ended March 31, 2010
Unaudited
U.S. Dollars
Additional Other
Paid in Comprehensive Accumulated Total Stockholder
Shares Amount Capital Income Deficit (Deficit)
-------------------------------------------------------------------------------------------------------------
Balance
December 31,
2009 31,939,070 $3,194 $5,174,173 $(457,939) $(9,641,846) $(4,922,418)
Net loss for
three months - - - - (124,270) (124,270)
Currency
translation
adjustment - - - (98,597) - (98,597)
Issuance of
common stock:
- for conversion 160,000 16 32,812 - - 32,828
- for cash 1,100,000 110 159,890 - - 160,000
- for services 178,810 18 32,173 - - 32,191
-------------------------------------------------------------------------------------------------------------
Balance
March 31,2010 33,377,880 $3,338 $5,399,048 $(556,536) $(9,766,116) $(4,920,266)
-------------------------------------------------------------------------------------------------------------
Series A shares of preferred stock -balance December 31, 2009 285,600
Series A shares of preferred stock - converted (32,828)
Series A shares of preferred stock - subscribed 90,000
Total stockholders' equity (deficit) March 31, 2010 $(4,577,494)
-------------------------------------------------------------------------------------------------------------
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2010 and 2009
Unaudited
U.S.Dollars
2010 2009
Operating Activities --------- ----------
Net income (loss) $(124,270) $(212,938)
Adjustments to reconcile net income (loss) to net
cash used by operating activities
Amortization 4,880 3,134
Issuance of common stock for services 32,191 24,500
Changes in operating assets and liabilities 89,417 (204,670)
-------- ----------
Net cash (used) provided by operating activities 2,218 (389,974)
-------- ----------
Investing Activities
Property and equipment 860 (5,389)
-------- ----------
Net cash (used) provided by investing activities 860 (5,389)
-------- ----------
Financing Activities
Issuance of shares for cash (net of costs) 250,000 65,000
Increase (repayment) of long term debt (221,665) 208,471
Advances from (repayment to) directors (50,778) (1,796)
--------- ----------
Net cash (used) provided by financing activities (22,443) 271,675
--------- ----------
Effect of foreign exchange on translation 3,446 (17,395)
Inflow (outflow) of cash (15,919) (141,083)
Cash, beginning of period 108,486 210,348
--------- ----------
Cash, end of period $ 92,567 $ 69,265
========== ==========
Supplemental information
Interest paid $17,961 $78,717
Shares issued for services $32,191 $24,500
Corporate income taxes paid $ 0 $ 0
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010
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, 2009 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 March 31, 2010 and the consolidated results of
operations and the consolidated cash flows for the three months then ended. For
the three months ended March 31, 2010: 100% of the Company's revenues were
generated from contracts with two major customers. The Company is continually
marketing its services for follow on contracts.
The results of operations for the three months ended March 31, 2010 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, 2010 the Company incurred a net loss of $124,270 and
at March 31, 2010 had a working capital deficiency (an excess of current
liabilities over current assets) of $4,105,417 (December 31, 2009: $4,193,961),
including $1,231,805 of long term debt due within one year (December 31, 2009:
$1,339,568).
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 revenues from major contract
sales. As well, the Company continues to seek other 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, 2010 the following shares of common stock
were issued:
For services: 178,810 shares fairly valued at $32,191 - the market value of those
services
For cash: 1,100,000 shares fairly valued for cash of $160,000.
For conversion of 40,000 Preferred shares: 160,000 common shares
PREFERRED STOCK
For cash: 408,000 series A shares of preferred stock for $342,772 (inclusive of
100,000 shares for $90,000 received during the three months ended March 31, 2010).
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, 2010 the Company had received $342,772 for 408,000 preferred shares but
had not issued the shares.
3. LONG TERM DEBT
Balance owing December 31, 2009 $ 2,048,058
Repayment (164,758)
Effect of foreign exchange on translation to US -
Balance due March 31, 2010 1,883,300
Less current portion (1,231,805)
--------------------------------------------------------------
$ 651,495
===========
4. REVENUE
Three months Three months
2010 2009
--------------------------
Revenue consists of:
Product sales $ 0 $ 0
Contract sales 1,277,583 488,034
Government assistance 0 0
Other 7,122 12,442
--------------------------
$1,284,705 $ 500,476
==========================
5. CONTINGENCIES
(i) 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 March 31, 2010
the Company has accrued $55,065 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 three month periods ended
March 31, 2010 and March 31, 2009 prepared by management and the audited
consolidated financial statements for the twelve months ended December 31, 2009 as
presented in the Form 10K as filed.
Although the Company has experienced a net loss this quarter, it continues to
expend 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 are 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 subsidiary, Northstar Network Ltd., is an aeronautics and
defense contract manufacturer (CM) and, a defense systems integrator (DSI). The
Company's other subsidiary, Northstar Technical Inc., specializes in sonar
applications.
UNDERWATER SONAR PRODUCTS AND TECHNOLOGIES
A) PROJECT X
The Company developed , under contract to Lockheed Martin, certain key components
of a sonar system and built the prototype hardware. Production of these unit are
anticipated at some future date.
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
design and technology is applicable to innovative military sonar products.
DEFENSE CONTRACT MANUFACTURING
The Company has been updating facilities in and undertaking facility reviews for
further opportunities for submarine console work from Lockheed Martin . During
the quarter it received the opportunity to bid on a contract that will likely be
awarded in late 2010. It would be for approximately 20 consoles. A formal
response will be prepared during this 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.
AERONAUTICS CONTRACT MANUFACTURING
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. Add-ons to this contract are expected
this year.
New and significant prospect opportunities are growing for the company and at
present there are more than six significant contract bid opportunities are being
worked on for companies such as Bombardier and Boeing, and additional contracts
with Lockheed Martin Aeronautics and L-3 Communications MAPPS.
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.
In addition to the P3 Project, work was in full development during the quarter for
the manufacture/assembly of the first Machine Control Console shipset for L-3
Communication MAPPS Ltd. for the Canadian Navy Frigate Upgrade program. Over 60
units will be delivered under this expanded US$3.2M contract.
The aforementioned P3 ORION Master Purchase Order and the L-3 Communications MAPPS
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 months ended March 31, 2010 with the three months ended
March 31, 2009.
Revenue from sales for the three month period ended March 31, 2010 was $1,277,583
compared to $488,034 of revenue from sales recorded during the same period of the
prior year. Gross profits increased from $169,658 (47% of Sales) in the prior
period to $287,745 (23% of Sales) in the current period. The increase was due to
the fact that the Company had substantial contract work in the current quarter.
The gross profit percentage decrease is due to the lower margins in overall
contract work performed and a recasting of cost of goods sold, as described in the
Company's 2009 10K.
The net loss for the three-month period ended March 31, 2010 was $124,270 compared
to a net loss of $212,938 (41.6% reduction) for the three months ended March 31,
2009. The decrease in net loss was due to operating expense reduction and the
expansion of production revenue per employee by maintaining the relative same core
staff levels.
The Company has invested considerable effort seeking additional and future
contract manufacturing opportunities and is confident that the efforts will return
positive results to the Company over the remainder of 2010.
COMPARISON OF FINANCIAL POSITION AT MARCH 31, 2010 WITH MARCH 31, 2009
The Company's working capital deficiency decreased (15.6%) at March 31, 2010 to
$2,232,751 with current liabilities of $5,201,831 which are in excess of current
assets of $624,337. At December 31, 2009 the Company had a working capital
deficiency of $2,646,960.
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, 2009. 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, 2010 was $(15,919) compared to an outflow of cash of
$(141,083) in the comparative prior quarter March 31, 2009. In the quarter, the
Company received $250,600 ($65,000 in the comparative prior quarter) from equity
funding and received $nil (received $208,000 in the comparative quarter) long term
debt leaving cash on hand at March 31, 2010 of $92,567 compared to cash on hand of
$108,486 at December 31, 2009 and $69,624 at March 31, 2009. Until the Company
receives revenues from new contracts 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 US$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-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, 2010 the Company issued nil share
purchase warrants.
Common Stock Issued Date Consideration
----------------------------------------------------------------------------------
1,075,000 January, 2010 cash of $157,500
10,345 January, 2010 services valued at $3,000
160,000 February, 2010 conversion of 40,000 preferred
shares for $32,191
46,778 February, 2010 services valued at $12,541
121,687 March, 2010 services valued at $16,650
25,000 March, 2010 cash of $2,500
Preferred Stock Subscribed
100,000 series A shares, for cash of $90,000, 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.
May 14, 2010 Northstar Electronics, Inc.
(Registrant)
By: /s/ Wilson Russell
------------------------
Wilson Russell, PhD, President and Chief Financial Officer