-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGeaUzpiXkbSlwv0l6DBtv5dVaoS1xyAh5nRL58NM/k4mbdlsy3CbwFQkeBCJGRH zAZXRsVlW5K/TiJgeCDiKA== 0000948830-98-000049.txt : 19980227 0000948830-98-000049.hdr.sgml : 19980227 ACCESSION NUMBER: 0000948830-98-000049 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980226 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN DANCER CORP CENTRAL INDEX KEY: 0000820408 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 680133692 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-16417-LA FILM NUMBER: 98550204 BUSINESS ADDRESS: STREET 1: 370 17TH ST STE 2300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035725000 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2300 CITY: DENVER STATE: CO ZIP: 80202 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 1997 Commission File Number: 33-9640-LA NORTHERN DANCER CORPORATION ---------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Colorado 68-0133692 - ------------------------------- ------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identi- Incorporation or Organization) fication Number) 370 17th Street, Suite 2300, Denver, Colorado 80202 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (303) 572-5000 --------------------------- (Issuer's Telephone Number) 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 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 -X- No --- As of December 31, 1997, 98,330,000 shares of Common Stock, no par value per share, were outstanding. Transitional Small Business Disclosure Format: Yes --- No -X- NORTHERN DANCER CORPORATION (A development stage company) BALANCE SHEETS December 31, March 31, 1997 1997 ASSETS (Unaudited) --------- --------- CURRENT ASSETS: Cash and cash equivalents $ 45,523 $ 97,080 Note receivable and investment in related party, net of $50,725 allowance for doubtful accounts and $85,000 valuation allowance -- -- Other current assets 777 777 --------- --------- Total current assets 46,300 97,857 Office equipment, at cost 1,634 1,634 Less: accumulated depreciation (902) (656) --------- --------- Net fixed assets 732 978 --------- --------- $ 47,032 $ 98,835 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,289 $ 7,426 --------- --------- Total current liabilities 3,289 7,426 STOCKHOLDERS' EQUITY: Preferred stock, no par value, 10,000,000 shares authorized, none issued or outstanding -- -- Common stock, no par value, 1,500,000,000 shares authorized, 98,330,000 shares issued and outstanding 398,409 398,409 Deficit accumulated during the development stage (335,666) (307,000) --------- --------- Total stockholders' equity 43,743 91,409 --------- --------- $ 47,032 $ 98,835 ========= ========= See note to financial statements. -2- NORTHERN DANCER CORPORATION (A development stage company) STATEMENTS OF OPERATIONS (Unaudited) Cumulative from January 16, 1987 (incorporation) Three months ended Nine months ended through December 31, December 31, December 31, 1997 1996 1997 1996 1997 REVENUE: --------- ---------- ---------- ---------- ----------- Interest income (forfeit) $ (307)$ 1,371 $ 908 $ 3,607 $ 113,804 Interest income, related party -- -- -- -- 28,566 Bad debt recovery, related party -- -- -- -- 10,000 --------- ---------- ---------- ---------- ---------- (307) 1,371 908 3,607 152,370 EXPENSES: General and adm. 1,289 2,716 8,328 6,577 237,349 General and adm., related party -- -- 2,500 -- 93,600 Bad debt expense, related party 17,500 -- 37,500 20,000 175,185 Depreciation and amortization 82 82 246 246 902 --------- ---------- ---------- ---------- ---------- 18,871 2,798 48,574 26,823 507,036 INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM (19,178) (1,427) (47,666) (23,216) (354,666) Provision for income taxes -- -- -- -- -- --------- ---------- ---------- ---------- ---------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (19,178) (1,427) (47,666) (23,216) (354,666) Extraordinary Item: Reduction of income taxes due to util- ization of operat- ing loss carryforward -- -- -- -- -- --------- ---------- ---------- ---------- --------- NET INCOME (LOSS) $ (19,178)$ (1,427)$ (47,666) $ (23,216) $(354,666) ========== ========== ========== ========== ========= NET INCOME (LOSS) PER COMMON SHARE --* --* --* --* $ (0.004) ========== ========== ========== ====4===== ========= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 98,330,000 98,330,000 98,330,000 98,330,000 93,126,794 ========== ========== ========== ========== ========== * Less than $.001 per share See note to financial statements. -3- NORTHERN DANCER CORPORATION (A development stage company) STATEMENTS OF CASH FLOWS (Unaudited) Cumulative from January 16, 1987 Nine months ended (incorporation) December 31, through 1997 1996 December 31, 1997 --------- -------- ------------------ CASH FROM OPERATING ACTIVITIES: Net income (loss) $(47,666) $(23,216) $(354,666) Adjustments to reconcile net income (loss) to net cash from operating activities: Bad debt expense 37,500 20,000 165,185 Depreciation expense 246 246 902 Changes in operating assets and liabilities: (Increase) decrease in: Accrued interest receivable -- -- (10,251) Other current assets -- -- (777) Increase (decrease) in: Accounts payable (4,137) 3,096 3,289 -------- -------- --------- Net cash provided by (used in) operating activities (14,057) 126 (196,318) CASH FROM INVESTING ACTIVITIES: Issuance of notes receivable, related parties (37,500) (20,000) (399,375) Proceeds from collection of notes receivable, related parties -- -- 234,441 Issuance of notes receivable -- -- (125,000) Proceeds from collection of notes receivable -- -- 135,000 Purchase office equipment -- -- (1,634) -------- -------- --------- Net cash provided by (used in) investing activities (37,500) (20,000) (156,568) CASH FROM FINANCING ACTIVITIES: Issuance of common stock and warrants for cash, net of offering costs -- -- 398,409 -------- -------- --------- Net cash provided by financing activities 0 0 398,409 -------- -------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (51,557) (19,874) 45,523 CASH AND CASH EQUIVALENTS, beginning 97,080 126,892 -- -------- -------- --------- CASH AND CASH EQUIVALENTS, ending $ 45,523 $107,018 $ 45,523 ======== ======== ========= See note to financial statements. -4- NORTHERN DANCER CORPORATION (A development stage company) NOTE TO FINANCIAL STATEMENTS (Unaudited) 1. The financial statements included herein have been prepared by the Company without audit except the March 31, 1997 balance sheet which was audited. The statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of the results of operations for the periods shown. These statements do not include all information required by generally accepted accounting principles to be included in a full set of financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Northern Dancer Corporation (the "Company") is a development stage enter- prise formed under the laws of the State of Colorado on May 10, 1988, to evaluate, structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships. The Company has not conducted, nor have others made available to it, market research supporting the viability of the Company's proposed operations. The Company sold 23,915,000 Units of no par value common stock at $.02 per Unit, for net proceeds of $478,300 in a public offering which closed on March 28, 1988. Each Unit consists of two shares of common stock and one Class A Common Stock Purchase Warrant. Each Class A Warrant entitles the holder to purchase one share of common stock and one Class B Common Stock Purchase Warrant for $.02; each Class B Warrant entitles the holder to purchase one share of common stock and one Class C Common Stock Purchase Warrant for $.04; and each Class C Warrant entitles the holder to purchase an additional share of common stock at $.06. All Class A, Class B and Class C Warrants have been extended to December 31, 1998. As of September 30, 1997, no Warrants have been exercised. The Company has generated no revenue other than interest income since inception. Management anticipates the Company will earn only interest income until following the conclusion of a merger or acquisition, if any, as contemplated by the Company's business plan. The Company is currently in a liquid position, and as of December 31, 1997, had a total working capital of $43,011 consisting primarily of cash and cash equivalents, as compared to a total working capital of $90,431 as of March 31, 1997. The Company anticipates operational costs will be limited until such time as significant evaluation work is undertaken regarding prospective mergers or acquisitions. At December 31, 1997, the Company had no material commitments for capital expenditures. -5- PART II - OTHER INFORMATION Item 1. Legal Proceedings. Not Applicable. Item 2. Changes in Securities. Not Applicable. Item 3. Defaults Upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable. Item 5. Other Information. Not Applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 Financial Data Schedule Filed herewith electronically (b) Reports on Form 8-K. None. 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. NORTHERN DANCER CORPORATION Dated: February 26, 1998 By: /s/ Joseph E. O'Connor Joseph E. O'Connor, President and Treasurer (Principal Financial and Accounting Officer) -6- EX-27 2
5 This schedule contains summary financial information extracted from the balance sheets and statements of operations found on pages 3 and 5 of the Company's Form 10-QSB for the year to date, and is qualified in its entirety by reference to such financial statements. 9-MOS MAR-31-1997 DEC-31-1997 45,523 0 0 0 0 46,300 0 (902) 47,032 3,289 0 398,409 0 0 (354,666) 43,743 0 908 0 0 48,574 0 0 (47,666) 0 0 0 0 0 (47,666) 0 0
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