UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from n/a
Commission file number:
Name of small business issuer in its charter
| ||
State or other jurisdiction of incorporation or organization |
| IRS Employer Identification No. |
Address of principal executive offices and Zip Code
Issuer’s telephone number (
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☐ Yes ☒
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☐ | Accelerated Filer ☐ |
Smaller reporting Company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
State issuer’s revenues for its most recent fiscal year: $0
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. Outstanding shares of common stock as of September 21, 2021:
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TABLE OF CONTENTS
Note Regarding Forward Looking Statements
Except for statements of historical fact, certain information contained herein constitutes ‘forward looking statements’. Forward looking statements address our current plans, intentions, beliefs and expectations and are statements of our expected future economic performance. Statements containing terms like ‘will’, ‘believes’, ‘does not believe’, ‘plans’, ‘expects’, ‘intends’, ‘estimates’, ‘anticipates’, ‘may’ and other phrases of similar meaning or the negative or other variations of these words or other comparable words or phrases are considered to imply uncertainty and are forward looking statements.
Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward looking statements. Such factors include, but are not limited to changes in economic conditions, government regulations, contract requirements and abilities, behavior of existing and new competitor companies and other risks and uncertainties.
We cannot guarantee our future results, level of activity, performance or achievements. Neither I nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. We are under no duty to update any of the forward looking statements after the date of this report.
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Risk Factors
Investment in our common stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors in addition to other information in this annual report before purchasing our common stock.
Because we have a net loss from operations of $48,667 for the year ended December 31, 2020 (December 31, 2019: $580,344 loss) and have accumulated losses of $14,414,452 from inception, we face a risk of insolvency and we remain dependent on equity and debt financing to help pay operating costs and to help cover operating losses. Business financing is being pursued but there is no financing in place at the time of this filing.
The Company had previously been dependent on contract manufacturing which did not deliver long term positive financial results, as had been expected. We are, at present, working with a perspective partner company to develop a business area in the aerospace sector. If successful we will own approximately 30% of the partner company. Our future is uncertain if we fail to develop this business area. Please also refer to our December 31, 2020 year end financial statements and notes thereto, prepared without audit.
The auditor’s report for our prior year December 31, 2019 consolidated financial statements included an additional paragraph that identifies conditions which raise doubt about our ability to continue as a going concern. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
PART I
Item 1. Description of Business
The business of the Company is primarily that of a holding company with subsidiaries. The Company’s wholly owned subsidiary, National Five Holding Ltd, holds a 95 percent share interest in Northstar Sealand Enterprises Ltd (“NSEL”). NSEL has been incorporated to pursue a manufacturing, marketing, sales and maintenance opportunity in the aviation industry and is in negotiations with a major aviation company.
Corporate History
The Company’s wholly owned subsidiary, Northstar Network Ltd., (NNL), had carried out defense, aerospace and homeland security contract manufacturing. NNL has been discontinued due to insufficient working capital, quality issues with suppliers and design changes made by the customer.
Our second wholly owned subsidiary, Northstar Technical Inc., (NTI), had been involved in underwater sonar sensors primarily related to the fishing industry. NTI has been discontinued due to several issues in the commercial fishing industry. The time taken for new technology developments using underwater communicating techniques was long. The timeframe for market introduction was also lengthy. Although NTI’s sonar system was initially a success in a changing industry, NTI could not keep up with the larger competitors’ products. The Company did not consummate the signing of a Letter of Intent to acquire a development stage company specializing in advanced sonar technologies and systems and was discontinued.
Homeland Security and Military Defense:
The Company had expected that design and manufacture of homeland security and anti-terrorism systems would have grown rapidly as the United States Department of Homeland Security and the United States Navy had planned to ramp up efforts to protect ports and other onshore high value assets and ships. In partnership with a division of Lockheed Martin Corp, we responded to a Request for Quote by the USN and they gave us a high assessment rating. We sold several systems but the DHS took the USN’s budget meant to purchase our systems and used the funds for the war in Iraq. This also happened the following year and subsequently the USN cancelled the program.
NEW DIRECTION
The Company continued to expend considerable efforts during the past year in developing operational knowledge of a particular industrial single engine Turbo Prop airplane, conducting research into Supply Chain Management Systems applicable to this project, carrying out market research in different geographical areas, in conducting
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research into the most efficient procedures to obtain the Type Certificate for the airplane and in developing the most cost effective ways to carry out production of the airplane as well as strategies to acquire systems and technologies.
Due the large capital requirements of the perspective new aerospace venture the Company is working with a strong partner to obtain the worldwide rights to a single engine Turbo Prop airplane with industrial applications. If successful, our partner company will manufacture and market the airplane internationally and provide Maintenance, Repair and Overhaul (MRO) services in close proximity to customers with Northstar holding a share interest of approximately 30% interest in the new company. The Company’s wholly owned subsidiary, National Five Holding Ltd, is a 95% shareholder of Northstar Sealand Enterprises Ltd (NSEL). NSEL holds the Company’s interests in this endeavor.
Marketing
Due to financial restrictions the Company is not actively marketing itself at present.
Technology Protection
The Company currently owns no proprietary technology requiring protection with respect to its activities. If the company acquires any proprietary technology, it will put appropriate protection measures in place.
Need for Government Approvals
If the Company is successful in acquiring the rights to the aforementioned single engine airplane, there will be required government approvals applicable to our expected future activities.
The approvals would likely be for an in-country Type Certificate and other certificates, as required, in other countries where the airplane would be marketed. These approvals will put in place by the company building the airplanes and not Northstar Electronics.
Effect of Existing or Probable Government Regulations
If successful with the acquisition of the rights to the single engine airplane, the Company through its partnership with a local manufacturing company intends to abide by the applicable regulations in each country where it intends to carry out marketing and sales. The costs of meeting the regulatory requirements can be high and the Company in conjunction with its manufacturing and sales partner will do it’s best to procure the funds required.
Costs and Effects of Compliance with Environmental Laws
The Company incurred no costs or adverse effects in its compliance with any environmental laws.
PRODUCTION
The Company has experience in carrying out work requiring multiple subcontractors to perform specialized tasks. The ability to integrate the work of multiple components to create a complete system will be NSEL’s main area of business - system integration.
EMPLOYEES
As of December 31, 2020 the Company has no employees.
PUBLIC INFORMATION
The Company electronically files with the Securities and Exchange Commission (SEC) all its reports, including but not limited to its annual and quarterly reports. The SEC maintains an internet site (http://www.sec.gov) that contains reports and other information regarding issuers that do file electronically. The Company maintains a web site address at www.northstarelectronics.com
Item 2. Description of Properties
The Company maintains an office at:
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1000-355 Burrard St., Vancouver BC Canada V6C 2G8
Item 3. Legal Proceedings
There are no known undisclosed legal filings registered or contemplated against the Company.
The Company is liable to repay $3,136,886 in assistance received from the Atlantic Canada Opportunity Agency (ACOA) by the Company’s two former subsidiaries, Northstar Technical Inc. (NTI) and Northstar Network Ltd. (NNL). The Company, for reasons of expediency, became a cosigner of the agreements the subsidiaries had with ACOA. Subsequently, ACOA claimed that NTI and NNL were delinquent in their payments and, eventually, in early 2013 ACOA launched legal action in Newfoundland where the two subsidiaries had operated. The Company was not in a financial position at the time to launch a defense and ACOA received a judgment unopposed. The Company intends to approach ACOA with an offer of settlement within the foreseeable future.
Item 4. Submission of Matters to a Vote of Security Holders
There have been no changes since the previous filing. The Company has filed with the SEC an SB-1 registration statement April 2000, an S-8 registration November 2000 and quarterly reports (form 10QSB) for June and September 2000 and for March, June and September 2001, 2002, 2003, 2004, 2005, 2006 and 2007, form 10Q’s for March, June and September 2008, 2009, 2010, 2011, 2012 - 2014, 2015, 2016, 2017, 2018 and 2019 and annual reports (form 10KSB) for December 31, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007 and form 10K for 2008, 2009, 2010, 2011 and the years 2012 thru 2014 and for 2015, 2016, 2017, 2018 and 2019 .
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PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
No change since previous filing.
Item 6. Management’s Discussion and Analysis or Plan of Operation
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”. 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 following discussion, comparison and analysis should be read in conjunction with the Company’s accompanying unaudited consolidated financial statements for the years ended December 31, 2020 and 2019 and the notes related thereto. The discussion of results, causes and trends should not be construed to infer conclusions that such results, causes or trends necessarily will continue in the future.
DISCUSSION
The following table sets forth for the years indicated items included in the Company’s consolidated statement of operations:
| 2020 |
| 2019 | ||
Total revenue | $ | - |
| $ | - |
Cost of goods sold |
| - |
|
| - |
Gross margin |
| - |
|
| - |
|
|
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|
Expenses |
| 48,667 |
|
| 580,344 |
|
|
|
|
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|
Net income (loss) | $ | (48,667) |
| $ | (580,344) |
Net income (loss) per share | $ | (0.00) |
| $ | (0.00) |
During the years ended December 31, 2020 and 2019, the Company continued its recovery from the loss of its contracts, continued to improve its internal systems and continued working toward attaining suitable new contracts.
A shortage of working capital in support of operations has been an issue as the Company took measures to provide that support. Sufficient capital was not raised and consequent business operations were kept at a minimum.
The Company experienced operating losses of $48,667 for 2020, and $580,344 for 2019 while maintaining an office and continuing to pursue its single engine aircraft opportunity.
Discontinued NETMIND operations: the Company was unable to finance its operations and could not attract personnel to manufacture and market the NETMIND product.
Defense Sonar Development Contract Opportunity
Discontinued
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Contract Manufacturing and System Integration
Although the Company remains open to carrying out work in contract manufacturing and system integration, we are not actively pursuing contracts at this time in those areas.
Results of Operations
Nil revenue was generated in the years 2020 and 2019 resulting in negligible cash flow. The Company generated $0 in contract revenue and $0 sales revenues during these years.
During 2020 the Company incurred costs of $nil ($39,983 during 2019) on market assessments, type certificate matters, supply chain management planning, quality control, first assembly plans, follow-on production plans, and maintenance, repair and overall planning related to the acquisition of the worldwide rights to the single engine industrial Turbo Prop airplane. In order to fund the project the Company reduced its interest in the project to 31.5% subject to our new partner company being successful in financing the project.
Liquidity and Capital Resources
The Company used cash in operations of $(18,665) in 2020 compared to cash used by operations of $(130,570) in 2019 and $(127,672) in 2018.
In 2020 the Company raised equity financing of $nil. In 2019 the Company raised equity financing of $nil.
The Company’s working capital and capital requirements will depend on many factors, including the ability of the Company to generate sufficient funds to cover the current level of operating expenses. During the most recent fiscal year 2020 the Company increased its current debt by $39,002 (2019 increased by $449,774). The Company is attempting to negotiate a secure equity financing in the short term.
The Company is liable to repay CAD$3,100,221 in assistance received from the Atlantic Canada Opportunity Agency (ACOA) by the Company’s two former subsidiaries, Northstar Technical Inc. (NTI) and Northstar Network Ltd. (NNL). The Company, for reasons of expediency, became a cosigner of the agreements the subsidiaries had with ACOA. Subsequently, ACOA claimed that NTI and NNL were delinquent in their payments and, eventually, in early 2013 ACOA launched legal action in Newfoundland where the two subsidiaries had operated. The Company was not in a financial position at the time to launch a defense and ACOA received a judgment unopposed. The Company intends to approach ACOA with a reasonable offer of settlement.
The availability of sufficient future funds will depend to an extent on the timing of the expected financing of the rights to the single engine Turbo Prop airplane. Accordingly, the Company will be required to issue securities to finance start-up and working capital requirements for the expected new aviation business and ongoing general business expansion. There can be no assurance whether or not such future financings will be available or on satisfactory terms.
Item 7. Financial Statements
NORTHSTAR ELECTRONICS, INC.
Index to Consolidated Financial Statements December 31, 2020 and 2019(U.S. Dollars)
PREPARED WITHOUT AUDIT
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Changes in Stockholders’ Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
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NORTHSTAR ELECTRONICS, INC.
Consolidated Balance Sheets
PREPARED WITHOUT AUDIT
December 31
(US Dollars)
| 2020 |
| 2019 | |
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Assets |
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Current |
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Cash | $ | $ | ||
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Total Current Assets |
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Total Assets | $ | $ | ||
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Liabilities |
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Accounts payable and accrued liabilities (note 4) | $ | $ | ||
Loans payable (note 5) |
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Due to director (note 6) |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Deficit |
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( |
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( |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
| ( |
| ( |
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Total Liabilities and Stockholders’ Deficit | $ | $ |
Nature of operations and going concern (note 1)
See notes to consolidated financial statements
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NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Operations and Comprehensive Loss
PREPARED WITHOUT AUDIT
Years Ended December 31
(US Dollars)
| 2020 |
| 2019 | |
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| (audited) |
Expenses |
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Research and development | $ | $ | ||
Travel, marketing and business development |
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Management fees |
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Administration |
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Consulting |
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Rent and storage |
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Professional fees |
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Investor relations |
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Office and miscellaneous |
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Filing and transfer agent fees |
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Foreign exchange (gain) loss |
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Net loss before other items |
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Other items |
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Filing penalty (Note 9) |
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Interest expense |
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Net and comprehensive loss | $ | ( | $ | ( |
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Loss Per Share (Basic) | $ | ( | $ | ( |
Loss Per Share (Dilutive) | $ | $ | ||
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Weighted Average Number of Common Shares Outstanding (Basic and Diluted) |
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See notes to consolidated financial statements
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NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Changes in Stockholders’ Deficit
PREPARED WITHOUT AUDIT
Years Ended December 31
(US Dollars)
Number of Shares |
| Par Value |
| Additional Paid-In Capital |
| Subscriptions receivable |
| Accumulated Deficit |
| Preferred Shares |
| Total Stockholders’ Deficit | |||||||
Balance, December 31, 2017 |
| $ |
| $ |
| $ | ( |
| $ | ( |
| $ |
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Issued for services |
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Issuance for cash |
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Subscription collected |
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Net loss |
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Balance, December 31, 2018 |
| $ |
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| $ |
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Net loss |
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Balance, December 31, 2019 |
| $ |
| $ |
| $ |
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| $ |
| $ | ( | |||||
Net loss |
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Balance, December 31, 2020 |
| $ |
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( | |||||
See notes to consolidated financial statements
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NORTHSTAR ELECTRONICS, INC.
Consolidated Statements of Cash Flows
PREPARED WITHOUT AUDIT
Years Ended December 31
(US Dollars)
| 2020 |
| 2019 | |
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Operating Activities |
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Net loss | $ | ( | $ | ( |
Items not involving cash: |
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Non-cash investor relations |
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Foreign exchange (gain) loss |
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Changes in Non-Cash Working Capital: |
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Accounts payable and accrued liabilities |
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Due to director |
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Interest accrual |
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Cash Used in Operating Activities |
| ( |
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Financing Activities |
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Issuance of share capital for cash |
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Loan advances |
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Cash Provided by Financing Activities |
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Change in Cash |
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Cash, Beginning |
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Cash, Ending | $ | $ | ||
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Supplemental Information |
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Income taxes paid | $ | $ | ||
Interest paid | $ | $ | ||
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Non-cash transactions |
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Common shares issued for consulting | $ | $ |
See notes to consolidated financial statements
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NORTHSTAR ELECTRONICS, INC.
Notes to Consolidated Financial Statements
Prepared without audit
Years Ended December 31, 2020 and 2019
(US Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Northstar Electronics Inc. (the “Company”) was incorporated on May 11, 1998 in the state of Delaware. The Company is attempting to reorganize itself.
The Company’s business activities are conducted principally in Canada. However, the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) with all figures translated into United States dollars for financial reporting purposes.
The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to continue as a going-concern and contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2020 the Company incurred a net loss of $48,667 (2019: $580,344) and had a working capital deficiency of $5,388,494 (2019: $5,339,827). Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by issuing debt and equity financing.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of consolidation
The consolidated financial statements include the accounts of the Company and its controlled subsidiary, National Five Holding Ltd, which was inactive during the years ended December 31, 2020 and 2019.
b. Cash and Cash Equivalents
Cash and cash equivalents consist of commercial accounts, trust accounts and interest-bearing bank deposit. Items are considered to be cash equivalents if the original maturity is three months or less.
c. Research and development
Research and development costs are expensed to operations as incurred.
d. Foreign currency translation
The functional currencies of the Company and its subsidiary were determined as the US dollar, which is the currency of their primary economic environment. Amounts incurred in Canadian dollars are translated into the functional currency as follows:
(i)Monetary assets and liabilities at the rate of exchange in effect as at the balance sheet date;
(ii)Non-monetary assets and liabilities at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and
(iii)Revenues and expenditures at rates approximating the average rate of exchange for the year.
e. Use of estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)
f. Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
g. Basic and diluted net loss per share
The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
h. Segments of an enterprise and related information
ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
i. Fair value measurements
The Company adopted ASC 820, Fair Value Measurements. ASC 820 provides a definition of fair value, establishes a hierarchy for measuring fair value under generally accepted accounting principles and requires certain disclosures about fair values used in the financial statements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the primary or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
j. Comparative figures
Certain comparative figures have been adjusted to conform to the current year’s presentation.
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)
k. Recently adopted accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Topic 842 is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. Originally, entities were required to adopt ASU 2016-02 using a modified retrospective approach, which required prior periods to be presented under this new standard with certain practical expedients available.
However, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. The Company adopted Topic 842 as of January 1, 2019 which did not result in any impact on the Company’s financial statements as the Company did not have leases with terms longer than 12 months.
Other recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
3. FINANCIAL INSTRUMENTS
Fair values
The carrying values of accounts payable, loans payable, due to director and legal liability approximate their fair values because of the short maturity of these financial instruments.
Interest rate risk
The Company is not exposed to significant interest rate risk due to the fixed rates of interest on its monetary assets and liabilities.
Credit risk
The Company is exposed to credit risk with respect to its cash. The Company deposits cash with a high credit quality financial institution as determined by rating agencies.
Currency risk
The Company is subject to currency risk as certain of the assets and liabilities are denominated in Canadian dollars. The exchange rate conversion to US dollars may vary from time to time.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon related parties and share issuance as its sources of cash. The Company has received financing from related parties and share issuances in the past; however, there is no assurance that it will be able to do so in the future.
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4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
2020 |
| 2019 | |||
Accounts payable | $ |
| $ | ||
Accrued liabilities |
|
|
| ||
| $ |
| $ | ||
Certain creditors and the Company have agreed to settle their debts for the issuance of
5. LOANS PAYABLE
2020 |
| 2019 | |||
Demand loans | $ |
| $ | ||
Promissory notes |
|
|
| ||
Interest payable |
|
|
| ||
| $ |
| $ | ||
The demand loans are non-interest bearing, unsecured with no fixed terms of repayment.
The promissory notes bear interest rate of
6. RELATED PARTY TRANSACTIONS
a.The amount of $
b.The Company accrued management fees payable of $nil in total to a director of the Company for his services as an officer of the Company during the year ended December 31, 2020 (2019: $
7. LEGAL LIABILITY
During 2000 to 2008, the Company’s former subsidiaries Northstar Technical Inc. (“NTI”) and Northstar Network Ltd. (“NNL”) received funding from Atlantic Canada Opportunities Agency (“ACOA”) to fund their projects. In 2013, ACOA filed claims against NTI, NNL and the Company for repayments of advances due to events of default. The advances and interests ACOA claimed totaled $3,079,475 CAD ($2,257,255). In accordance with the agreements signed between NTI, NNL and the Company, the Company was jointly and severally liable for the obligations. Further, the claim amount bears a daily interest of CAD $358 from February 15, 2013 to settlement. During the year ended December 31, 2019, the Company accrued interest in the amount of $
2020 |
| 2019 | |||
Legal liability | $ |
| $ | ||
Interest payable |
|
|
| ||
| $ |
| $ | ||
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8. WARRANTS
Warrant activity for the years ended December 31, 2020 and 2019 is as follows:
| Number of Warrants |
| Weighted Average Exercise Price |
Balance December 31, 2018 |
| $0.64 | |
Expired | ( |
| $0.04 |
Issued |
| $0.05 | |
Balance December 31, 2019 |
| $0.07 | |
Expired | ( |
| $0.04 |
Balance December 31, 2020 |
| $0.04 |
As at December 31, 2020 the outstanding warrants were:
| Exercise |
| Number of Warrants | ||
Expiry Date | Price |
| 2020 |
| 2019 |
Open(1) | $ 0.50 |
| 389,170 |
| 389,170 |
Open(1) | $ 0.75 |
| 389,170 |
| 389,170 |
Open(2) | $ 0.25 |
| 51,600 |
| 51,600 |
April 20, 2019 | $ 0.04 |
| - |
| - |
April 23, 2020 | $ 0.05 |
| - |
| 645,000 |
April 23, 2020 | $ 0.05 |
| - |
| 850,000 |
September 30, 2020 | $ 0.05 |
| - |
| 792,102 |
September 30, 2020 | $ 0.05 |
| - |
| 500,000 |
September 30, 2020 | $ 0.05 |
| - |
| 11,842,106 |
Total outstanding and exercisable |
|
|
| ||
Weighted average outstanding life of warrants (years) |
|
| Open |
| 0.88 - Open |
(1)These warrants were issued in 2005. The expiry date of the warrants are six months after the closing bid price for the common stock of the Company has been over $0.65 and $1.00 per share respectively for five consecutive trading days.
(2)These warrants were issued in 2008 and they do not have an expiry date.
9. INCOME TAXES
Income taxes vary from the amount that would be computed by applying the estimated combined statutory income tax rate (21%) for the following reasons:
2020 |
| 2019 | |||
Loss before income taxes | $ | ( |
| $ | ( |
Income tax rate |
|
|
| ||
Expected income tax recovery |
| ( |
|
| ( |
Permanent difference |
|
|
| ||
Effect from change in tax rates |
| - |
|
| - |
Change in valuation allowance |
|
|
| ||
Provision for income taxes | $ | - |
| $ | - |
14
9. INCOME TAXES (continued)
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
2020 |
| 2019 | |||
Deferred tax asset attributable to: |
|
|
|
|
|
Non-capital loss | $ |
| $ | ||
Less: change in valuation allowance |
| ( |
|
| ( |
| $ |
| $ | ||
The Company’s carried losses for income tax purposes are $
2026 | $ | 681,591 |
2027 |
| 718,441 |
2028 |
| 1,791,899 |
2029 |
| 1,039,431 |
2030 |
| 1,272,447 |
2031 |
| 1,807,955 |
2032 |
| 864,013 |
2033 |
| 102,286 |
2034 |
| (297,953) |
2035 |
| (332,517) |
2036 |
| 535,288 |
2037 |
| 639,125 |
2038 |
| 257,946 |
2039 |
| 530,344 |
2040 |
| 48,677 |
| $ | 9,658,973 |
The Company has adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” - an interpretation of SFAS 109. (FIN 48), as codified in ASC 740. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.
The Company did not file its U.S. federal income tax returns, including, without limitation, information returns on Internal Revenue Service (“IRS”) Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations for the years ended December 31, 2007 through 2020. Failure to furnish any information with respect to any foreign business entity required, within the time prescribed by the IRS, subjects the Company to certain civil penalties.
15
9. INCOME TAXES (continued)
The Company did not file the information reports for the years ended December 31, 2007 through 2020 concerning its interest in foreign bank accounts on TDF 90-22.1, “Report of Foreign Bank and Financial Accounts” (“FBARs”). For not complying with the FBAR reporting and recordkeeping requirements, the Company is potentially subject to civil penalties up to $10,000 for each of its foreign bank accounts. During the year ended December 31, 2019, the Company accrued $50,000 on potential penalty for failure to file the form TDF 90-22.1. In addition, because the Company did not generate any income in the United States or otherwise have any U.S. taxable income, the Company does not believe that it owes U.S. federal income taxes in respect to any transactions that the Company or any of its subsidiaries may have engaged in through December 31, 2020. However, there can be no assurance that the IRS will agree with the position, and therefore the Company ultimately could be held liable for U.S. federal income taxes, interest and penalties.
10. COMMON STOCK
During the years ended December 31, 2020 and 2019, the Company did not issue any common shares.
See also Notes 4 and 6
Preferred Shares
Issued for cash:
All classes of the preferred shares bear interest at 10% per annum paid semiannually 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 December 31, 2020, the outstanding number of preferred Classes A, B and C shares are
11. LOSS PER SHARE
The potentially dilutive securities that were excluded from the earnings (loss) per share calculation consist of
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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There are no reportable disagreements on accounting or financial disclosure issues.
Item 8A. Controls and Procedures
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Framework used by Management to Evaluate the Effectiveness of Internal Controls over Financial Reporting
I maintain internal controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure within certain policies and procedures. These policies and procedures include:
-maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets;
-provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
For the year ended December 31, 2020 management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), an Internal Control - Integrated Framework issued in 1992, to evaluate the effectiveness of our internal control over financial reporting.
Management’s Assessment of the Effectiveness of Internal Controls over Financial Reporting as of December 31, 2020
Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that our internal control over financial reporting was effective as of December 31, 2020.
Attestation Report of the Registered Accounting Firm
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Factors Considered in Determining Effectiveness of Internal Controls and Procedures
Our President/Chief Executive Officer/Chief Financial Officer, has evaluated the effectiveness of our internal controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
17
Our internal controls over financial reporting are designed by, or under the supervision of, our President/Chief Executive Officer/Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, that our receipts, expenditures and business transactions are being made in accordance with authorizations of our management and directors and that all of our reporting obligations are met.
Management’s Assessment of the Effectiveness of Disclosure Controls over Financial Reporting
Management conducted an evaluation of the effectiveness of our disclosure control over financial reporting and determined that our disclosure control over financial reporting was not effective as of December 31, 2020. In the future, management will review the form of the 10-K to ensure that the affirmations meet the disclosure affirmation requirements and the internal control affirmation requirements. Measures have been taken to ensure any weakness in disclosure controls is remedied, principally by input from the Company’s legal securities counsel with respect to the disclosure obligations of the Company and from adequate allocation of resources.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Name of Director |
| Age |
| Office |
Wilson Russell, PhD |
| 75 |
| Former President and Principal Financial Officer |
Howard Nash |
| 67 |
| President and Acting CEO |
Piers VanZiffle |
| 73 |
| Chairman of the Board, & Director |
Item 10. Executive compensation
During the year 2020 the Company paid or accrued as payable $nil (2019 $120,000; 2018 $120,000; 2017 $105,000) to Wilson Russell, the Company’s President, for his services.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Class | Name and Address | Number of Shares | Percentage of Shares* |
|
|
|
|
Common | Wilson Russell 5450 Vine Street, Suite 405 Vancouver, B.C. Canada V6N 3Z9 | 9,014,721 | 7.05% |
Common | Sandra Lafleur-Nash 78 Rehwinkel Road NW Edmonton, Alberta Canada T6R 1Z8 | 5,735,000 | 4.49% |
Common | Piers VanZiffle 1166 Alberni Street Vancouver, B.C Canada V6E 3Z3 | 1,230,830 | 0.96% |
|
|
|
|
Common | All officers and directors as a group: | 15,980,551 | 12.50% |
*Based on 127,838,231 shares of common stock issued and outstanding September 30, 2020
Item 12. Certain Relationships and Related Transactions
None
Item 13. Exhibits and Reports on Form 8-K
No change in exhibits since previous filing.
No Form 8K was filed during the fourth quarter of 2020.
Item 14. Principal Accountants Fees and Services
During 2020, the Company’s auditors charged approximately $16,500 remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
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During 2019, the Company’s auditors received approximately $17,095 in remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
During the year 2018 the Company’s auditors received approximately $16,000 in remuneration for audit and related services. No other services were provided to the Company by its auditors and principal accountants
During the year 2017 the Company’s auditors received approximately $29,000 in remuneration for audit and related services. No other services were provided to the Company by its auditors and principal accountants
During the year 2016 the Company’s auditors received approximately $16,500 in remuneration for audit and related services. No other services were provided to the Company by its auditors and principal accountants
During the year 2015 the Company’s auditors received approximately $6,250 in remuneration for audit and related services. No other services were provided to the Company by its auditors and principal accountants.
During the years 2012, 2013 and 2014 the Company’s auditors received approximately $15,000 in remuneration for audit and related services. No other services were provided to the Company by its auditors and principal accountants.
During 2011, the Company’s auditors and principal accountants received approximately $98,113 in remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
During 2010, the Company’s auditors and principal accountants received approximately $100,000 in remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
During 2009, the Company’s auditors and principal accountants received approximately $96,382 in remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
During 2008, the Company’s auditors received approximately $44,900 in remuneration for audit and related (quarterly review) services. No other services were provided to the Company by its auditors and principal accountants.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Northstar Electronics, Inc.
(Registrant)
By (Signature and Title): |
|
| /s/ Howard Nash |
Date: September 21, 2021 | Howard Nash, President and |
| acting Chief Financial Officer |
21