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 AND EXCHANGE
ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT 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 Identification #
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 [X]
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 OCTOBER 30, 2008:27,657,081
Transitional Small Business Disclosure Format (check one):
Yes [] NO [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS -
NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets
U.S. Dollars
SEPTEMBER 30 DECEMBER 31
2008 2007
ASSETS UNAUDITED
Current ---------- ---------
Cash $56,962 $34,053
Receivables 568,321 617,284
Inventory and work in progress 100,824 62,267
Prepaid expenses 49,605 69,872
--------- --------
Total Current Assets 775,712 783,476
Inventories and costs relating to long
term contracts in process 371,826 268,770
Intangible assets 19,969 24,783
Property and Equipment 59,805 59,756
----------- -----------
Total Assets $1,227,312 $1,136,785
----------- -----------
LIABILITIES
Current
Accounts payable and accrued liabilities $1,739,501 $1,044,624
Loans payable 141,616 137,294
Deferred revenue - 125,668
Due to Cabot Management Limited 51,217 55,528
Due to Directors 824,112 566,321
Current portion of long term debt 202,616 250,289
----------- -----------
Total Current Liabilities 2,959,062 2,179,724
Long Term Debt 1,514,285 1,551,890
------------ -----------
Total Liabilities 4,473,347 3,731,614
------------ -----------
STOCKHOLDERS' DEFICIT
Common Stock
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
29,573,440 shares of common stock 2,958 2,766
(27,657,081 December 31, 2007)
40,000 shares of preferred series A stock 30,000 -
Additional Paid in Capital 4,918,778 4,765,743
Other Comprehensive loss (293,913)
(460,287)
Accumulated deficit (7,903,858) (6,903,051)
----------- -----------
Total Stockholders' Deficit (3,246,035) (2,594,829)
----------- -----------
Total Liabilities and Stockholders' Deficit $1,227,312 $1,136,785
=========== ===========
The accompanying notes are an integral part of the financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30
Unaudited
U.S. Dollars
THREE MONTHS NINE MONTHS
2008 2007 2008 2007
--------------------------------------------------------------------------------
Sales $615,378 $682,033 $1,531,612 $1,203,500
Cost of goods sold 571,404 243,742 1,150,582 479,423
Gross margin 43,974 438,291 381,030 724,077
Other income (expense) 13 (5,832) 6,996 0
Recovery of research and development 60,758 12,027 132,006 107,462
------- ------- -------- ----------
104,745 444,486 520,032 831,539
------- ------- -------- ----------
Operating Expenses
Salaries 211,772 281,170 846,881 758,870
Consulting 30,000 33,533 72,650 111,753
Professional fees 22,926 30,337 49,941 29,006
Investor relations 2,114 995 23,264 35,751
Finance fees 0 13,125 49,500 22,990
Rent 39,570 39,875 102,870 71,096
Research and development 26,329 364 40,120 1,541
Office 14,942 55,749 54,512 109,460
Travel and business development 2,110 18,862 86,175 76,060
Interest on debt 66,201 9,560 132,359 23,369
Heat, light and telephone 14,690 51 44,901 24,641
Amortization 6,204 5,842 16,574 17,146
Transfer agent 491 628 1,092 3,958
------- ------- -------- ----------
Total operating expenses 437,349 490,091 1,520,839 1,285,641
------- ------- -------- ----------
Net income (loss) for the period $(332,604)$(45,605) $(1,000,807) $(454,102)
========= ======== =========== =========
Net loss per share $(0.01) $(0.00) $(0.03) $(0.02)
========= ======== =========== =========
Weighted average number of shares
outstanding 29,094,349 26,357,944 28,615,260 25,147,299
The accompanying notes are an integral part of the financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
Nine Months Ended September 30, 2008
Unaudited
U.S. Dollars
Other
Additional Compre- Accumu- Total
Paid in hensive lated Stockholder
Shares Amount Capital Income Deficit Equity (Deficit)
---------------------------------------------------------------------------------------
Balance
December 31,
2007 27,657,081 $2,766 $4,765,743 $(460,287) $(6,903,051) $(2,594,829)
Net loss for
nine months - - - - (1,000,807) (1,000,807)
Currency
Translation
adjustment - - - 166,374 - 166,374
Issuance of
common stock:
- for cash 1,166,664 117 84,883 - - 85,000
- for services 749,695 75 68,152 - - 68,227
Balance
September 30,
2008 29,573,440 $2,958 $4,918,778 $(293,913) $(7,903,858) $(3,276,035)
---------------------------------------------------------------------------------
Series A shares of preferred stock - subscribed 30,000
---------------------------------------------------------------------------------
Total stockholders' equity (deficit) $(3,246,035)
---------------------------------------------------------------------------------
See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2008
Unaudited
U.S. Dollars
September 30
2008 2007
Operating Activities
Net (loss) $(1,000,807) $(454,102)
Adjustments to reconcile net (loss)
to net cash used by operating activities
Amortization 16,224 17,146
Issuance of common stock for services 78,227 210,020
Changes in operating assets and liabilities 654,201 (229,972)
------------- ------------
Net cash (used by) operating activities (252,155) (456,908)
------------- ------------
Investing Activity
Recovery (acquisition) of property and equipment (18,023) (16,466)
Financing Activities
Issuance of common stock for cash - net 105,000 134,250
Increase of long term debt 54,644 357,751
Due to Cabot Management Limited - -
Advances from (repayment to) directors 267,353 27,042
------------- ------------
Net cash provided by financing activities 426,997 519,043
------------- ------------
Effect of foreign currency translation on cash (133,910) 21,887
Inflow (outflow) of cash 22,909 67,556
------------- ------------
Cash, beginning of period 34,053 24,300
------------- ------------
Cash, end of period $56,962 $91,856
============= ============
SUPPLEMENTAL INFORMATION
Interest paid $132,359 $ 23,369
Shares issued for services $ 78,227 $210,020
Corporate income taxes paid $ 0 $ 0
The accompanying notes are an integral part of the financial statements
NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Information
Nine Months Ended September 30, 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 September 30, 2008 and the
consolidated results of operations and the consolidated cash flows for the nine
months then ended. For the nine months ended September 30, 2008: 88% of the
Company's revenues were generated from a contract with a subsidiary of a major
US customer. The Company is continually marketing its services for follow on
contracts.
The results of operations for the nine months ended September 30, 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 nine months to September 30, 2008 the Company
incurred a net loss of $1,000,807 (year to December 31, 2007: $778,818) and
at September 30, 2008 had a working capital deficiency (an excess of current
liabilities over current assets) of $2,183,350 (December 31, 2007:
$1,396,248), including $202,616 of long term debt due within one year (December
31, 2007: $250,289).
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 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, 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: 1,166,664 shares fairly
valued for cash of $85,000.
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
September 30, 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 54,644
Effect of foreign exchange on translation to US dollars (139,922)
-----------
Balance due to ACOA September 30, 2008 1,716,901
Less current portion (202,616)
-----------
$1,514,285
===========
4. REVENUE
Nine months Nine months
2008 2007
---------- --------
Revenue consists of: NETMIND sales $174,806 $649,570
Contract sales 1,356,806 553,930
Government assistance 132,006 107,462
Other 6,996 0
------------ ------------
$1,670,614 $1,310,962
=========== ============
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, 2008 the Company has accrued $45,058 as
repayable.
6. SUBSEQUENT EVENT Subsequent to September 30, 2008 the Company issued 617,500
shares of common stock for services valued at $8,225 plus cash received of
$40,000.
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 and nine month periods ended
September 30, 2008 and September 30, 2007 prepared by management and the
audited consolidated financial statements for the twelve months ended December
31, 2007 as presented in the Form 10K.
Although the Company has experienced a net loss this quarter, it has
clearly reflected positive growth in contract sales and continues to expend
effort in developing new markets, securing new contracts for the contract
manufacture of military/government systems, submarine command and control
consoles 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) 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. 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 A manufacturing contract for seven submarine
command control 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
over five years. 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.
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 and nine months ended September
30, 2008 with the three and nine months ended September 30, 2007: Gross revenues
from sales, miscellaneous and research and development recovery for the three
months ended September 30, 2008 were $676,149 compared to $688,228 in the
comparative prior three month period. Gross revenues from
sales, miscellaneous income and research and development recovery for
the nine months ended September 30, 2008 were $1,670,614 compared to
$1,310,962 in the comparative prior nine month period.
Sales revenue for the three months ended September 30, 2008 were $676,149
compared to $682,033 of sales revenue recorded during the same period of the
prior year. This comparative decrease is the result of the contracts currently
in place. Sales revenue for the nine months ended September 30, 2008 was
$1,531,612 comparable to $1,203,500 in the comparative prior period. The
increase is attributable to the contracts commenced during the nine months.
Gross margins decreased from $724,077 (60%) in the prior nine month period to
$381,030 (25%) in the current period due to the increase in contract sales which
generate a lower margin.
The net loss for the three months ended September 30, 2008 was $(332,604)
compared to a net loss of $(45,605) for the three months ended September 30,
2007. During the quarter the Company went through the largest production and
delivery under its Lockheed Martin Aeronautics contract. Material inventories
increased along with increased cost for part inspections. Once First Review of
parts is done it is not required again and production cost will reduce in the
future. Additional resources were undertaken for future contract manufacturing
opportunities. Additional bid opportunities are anticipated in the next
quarter. Revenues for the coming quarter for the in-place contracts are
expected to increase 25% while maintaining the existing base expenditures.
Travel and business development costs were $86,175 for the nine months ended
September 30, 2008 compared to $76,060 for the period ended September 30, 2007
as the Company attempts to reduce costs but maintain its efforts to expand major
contract sales.
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 contracts and, as previously mentioned, is
working on current contracts from Lockheed Martin.
During the quarter the Company decreased expenditures on salaries and overheads
during a period where NETMIND sales were significantly curtailed in the industry
in part due to extraordinary fuel costs.
The Company continued on its research and development program at a reduced pace
towards extending its underwater wireless communication technology into new
products. Salaries increased to $846,881 for the nine months ended September 30,
2008 compared to salaries of $758,870 for the comparative prior nine months
ended September 30, 2007 as work further increased on the aeronautics contract.
COMPARISON OF FINANCIAL POSITION AT SEPTEMBER 30, 2008 WITH DECEMBER 31, 2007
The Company's working capital deficiency at September 30, 2008 decreased to
$2,183,350 with current liabilities of $2,959,062 in excess of current assets of
$775,712. At December 31, 2007 the Company had a working capital deficiency of
$1,396,248.
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 financial statements at December 31, 2006. 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 which 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 shareholder's
deficit as a result of its efforts to increase its business activity and
customer base. Cash inflow in the nine months ended September 30, 2008
was $22,909 compared to an inflow of cash of $67,556 for the nine months ended
September 30, 2007. The Company received $426,997 during the nine months
to September 30, 2008 ($519,043 in the prior comparative period) from financing
activities and used cash of $252,155 in its operations during the nine months
ended September 30, 2008 (used $456,908 in the prior comparative nine month
period), leaving cash on hand at September 30, 2008 of $56,962 compared to cash
on hand of $34,053 at December 31, 2007. Until the Company receives its next
contract 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 has a private placement offering pursuant to Regulations D and S
with the expectation of raising capital. Any funds so raised are targeted for
product development, marketing and general working capital.
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) for the end of the period covered by this report, being
September 30, 2008, 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
Nil - - -
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
333,332 April 15, 2008 cash of $20,000
166,666 April 28, 2008 cash of $10,000
33,333 May 26, 2008 cash of $5,000
500,000 June 3, 2008 cash of $40,000
Preferred Stock Subscribed
40,000 series A shares for cash of $30,000 and 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 AND REPORTS ON FORM 8-K.
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
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 12, 2008 Northstar Electronics, Inc.
(Registrant)
By: /s/ Wilson Russell
------------------------
Wilson Russell
PhD, President and Principal Financial Officer