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EXCEL - IDEA: XBRL DOCUMENT - NORTHSTAR ELECTRONICS INCFinancial_Report.xls
EX-31 - AMENDED CERTIFICATION - NORTHSTAR ELECTRONICS INCex311.txt
EX-32 - AMENDED CERTIFICATION - NORTHSTAR ELECTRONICS INCex321.txt





                                                                                



                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A
                            (Amendment No. 2 to Form 10-Q)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
               THE TRANSITION PERIOD FROM   N/A    to   N/A

                                   333-90031
                             Commission file number

                          NORTHSTAR ELECTRONICS, INC.
        Exact name of small business issuer as specified in its charter

                                    DELAWARE
                  State or other jurisdiction of organization
                                  #33-0803434
                IRS Employee incorporation or Identification No.

                       SUITE # 410- 409 GRANVILLE STREET,
                  VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1T2
                     Address of principal executive offices

                                 (604) 685-0364
                           Issuer's telephone number

NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   YES[X]   No[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated filer"
and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

[ ]Large accelerated filer [ ]Accelerated filer [X]NON-ACCELERATED FILER

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [ ]Yes [X]NO

Applicable only to issuers involved in bankruptcy proceedings during the preceding five
years:


Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes[] No[] NOT APPLICABLE Applicable only to corporate issuers State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. COMMON SHARES AS OF MAY 20, 2012: 57,852,824 Transitional Small Business Disclosure Format (check one): Yes[] NO[X] PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNAUDITED - PREPARED BY MANAGEMENT NORTHSTAR ELECTRONICS, INC. Consolidated Financial Statements Consolidated Balance Sheets at March 31, 2012 and at December 31, 2011 Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2012 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 Notes to Consolidated Financial Statements ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ITEM 3. CONTROLS AND PROCEDURES PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ITEM 5. OTHER INFORMATION ITEM 6. EXHIBITS SIGNATURES The Company's financial statements, presented below, are based on the fact that the Company is in the process of the disposition of its subsidiary, Northstar Network Ltd. NORTHSTAR ELECTRONICS, INC. Consolidated Balance Sheets - U.S. Dollars (US Dollars) March 31 December 31 2012 2011 UNAUDITED UNAUDITED ASSETS ------------------------------ CURRENT Cash and cash equivalents $ 238 $ 2,358 Accounts receivable 0 175,361 Due from Empower 240,000 0 Inventory 0 281,830 Prepaid expenses 2,066 24,603 ---------------------------------------------------------------------------------------------------------- 242,304 484,152 ------------------------------- DUE FROM NORTHSTAR NETWORK LTD 1,264,866 0 DEFERRED CONTRACT COSTS 0 36,389 EQUIPMENT 0 30,791 ----------------------------------------------------------------------------------------------------------- $ 1,507,170 $ 551,332 ------------------------------- LIABILITIES CURRENT Accounts payable and accrued liabilities $ 1,051,084 $ 2,430,675 Loans payable 503,684 707,207 Repayable government assistance 190,766 0 Due to Cabot Management Limited 54,552 53,593 Due to Directors 903,699 1,088,281 Deferred revenue 0 141,101 Current portion of long-term debt (note 3) 542,472 2,061,655 ---------------------------------------------------------------------------------------------------------- 3,246,257 6,482,512 --------------------------------- LONG-TERM DEBT (note 3) 0 0 ----------------------------------------------------------------------------------------------------------- 3,246,257 6,482,512 --------------------------------- STOCKHOLDERS' DEFICIT Authorized: 100,000,000 Common shares with a par value of $0.0001 each 20,000,000 Preferred shares with a par value of $0.0001 each Issued and outstanding: 54,852,824 Common shares (53,377,824- December 31, 2011) 5,486 5,338 488,586 Preferred series A shares (488,586 - December 31, 2011) 409,299 409,299 ADDITIONAL PAID-IN CAPITAL 7,097,523 7,058,546 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (707,003) (624,233) ACCUMULATED DEFICIT (8,544,392) (12,780,130) ------------------------------------------------------------------------------------------------------------- $ 1,507,170 $ 551,332 ===================================== See notes to the consolidated financial statements Nature of operations and going concern (note 1) Contingent liabilities (note 5)
NORTHSTAR ELECTRONICS, INC. Consolidated Statements of Operations Three Months Ended March 31, 2012 and 2011 Unaudited U.S.Dollars 2012 2011 ----------------------------- Revenue - note 4 $ 0 $183,975 Cost of goods sold 0 90,844 ---------------------------------------------------------------------------------- Gross margin 0 93,131 Other income 0 12,396 ---------------------------------------------------------------------------------- 0 105,527 ---------------------------- Expenses Salaries 0 239,306 Consulting 31,000 0 Finance fees 8,125 0 Professional fees 0 3,028 Management and administration fees 0 45,000 Stock based compensation 0 102,000 Rent 12,000 34,690 Investor relations 0 10,900 Office 1,064 12,621 Travel and business development 0 0 Interest on debt 33,016 211,079 Telephone and utilities 1,500 6,818 Amortization 0 15,903 Foreign exchange (255) 534 Bad debts 0 4,864 ----------------------------------------------------------------------------------- 86,450 686,743 -------------------------------- Net from operations before other items (86,450) (581,216) Other Items: Loss from discontinued operations (109,391) 0 Net loss for the period $ (195,841) $ (581,216) Net (loss) per share $ (0.00) $ (0.02) Weighted average number of shares outstanding 54,115,324 36,662,616 See notes to the consolidated financial statements NORTHSTAR ELECTRONICS, INC. Consolidated Statement of Changes in Stockholders' Equity Three Months Ended March 31, 2012 Unaudited U.S. Dollars Number of $ Par $ Additional $ Other $ Accumulated $ Total Shares Value Paid-In Comprehensive Deficit Stockholders' Capital Income (Loss) Deficit -------------------------------------------------------------------------------------------------------------------------- BALANCE DECEMBER 31, 2010 36,143,942 $ 3,614 $ 5,764,443 $ (649,153) $(10,972,175) $ (5,853,271) Currency translation adjustment - - - 24,920 - 24,920 Issuance ofcommon stock: For loans 2,082,112 208 199,792 - - 200,000 For cash 9,204,288 921 636,079 - - 637,000 For services 5,947,482 595 458,232 - - 458,827 Net loss - - - - (1,807,955) (1,807,955) -------------------------------------------------------------------------------------------------------------------------- BALANCE DECEMBER 31,2011 53,377,824 $ 5,338 $ 7,058,546 $ (624,233) $(12,780,130) (6,340,479) Issuance of common stock: For services 1,475,000 148 38,977 - - 39,125 Net loss for the period - - - - (195,841) (195,841) Adjustment to foreign exchange - - - (82,770) - (82,770) Gain on planned disposition of subsidary - - - - 864,896 864,896 Adjustment to assets and liabilities for subsidary to be sold - - - - 3,566,683 3,566,683 --------------------------------------------------------------------------------------------------------------------------- Balance March 31, 2012 54,852,824 5,486 7,097,523 (707,003) (8,544,392) (2,148,386) SERIES A SHARES OF PREFERRED STOCK -Balance December 31, 2011 409,299 Series A shares of preferred Stock-Converted to common shares - Series A shares of preferred Stock-Issued during the Year - ---------------------------------------------------------------------------------------------------------------------------- 409,299 ------------ TOTAL STOCKHOLDERS'EQUITY (DEFICIT) MARCH 31, 2012 54,852,824 $ 5,486 $7,097,523 $(707,003) $ (8,544,392) $ (1,739,087) ============================================================================================================================ See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC. Consolidated Statements of Cash Flows Three Months Ended March 31, 2012 and 2011 Unaudited U.S.Dollars 2012 2011 Operating Activities ------------------------- Net income (loss) $(195,841) $(581,216) Adjustments to reconcile net income (loss) to net cash used by operating activities Non cash items: Amortization 0 2,085 Issuance of common stock for services 39,125 117,400 Changes in operating assets and liabilities (711,259) 134,247 Gain on disposition of operating subsidiary 864,896 0 ---------------------------------------------------------------------------------- Net cash (used) provided by operating activities (3,079) (327,484) ----------------------------------------------------------------------------------- Investing Activities Property and equipment 0 0 ------------------------------------------------------------------------------------ Net cash (used) provided by investing activities 0 0 ------------------------------------------------------------------------------------ Financing Activities Issuance of common shares for cash (net of costs) 0 15,000 Loans payable 0 107,370 Increase (repayment) of long term debt 0 59,686 Advances from (repayment to) directors 0 11,841 ------------------------------------------------------------------------------------ Net cash (used) provided by financing activities 0 193,897 ------------------------------------------------------------------------------------ Effect of foreign exchange on translation 959 8,034 ------------------------------------------------------------------------------------ Inflow (outflow) of cash (2,120) (125,553) Cash, beginning of period 2,358 135,311 ------------------------------------------------------------------------------------ Cash, end of period $ 238 $ 9,758 ----------------------------------------------------------------------------------- Supplemental information Interest paid $ 0 $109,079 Shares issued for services $ 39,125 $117,400 Shares issued to settle director's loan $ 0 $200,000 Corporate income taxes paid $ 0 $ 0 See notes to the consolidated financial statements
NORTHSTAR ELECTRONICS, INC. Notes to Consolidated Financial Statements Three Months Ended March 31, 2012 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"). The Company was incorporated May 11, 1998 in the State of Delaware and had no operations other than organizational activities prior to the January 2000 merger with NTI described as follows: On January 26, 2000 the Company completed the acquisition of 100% of the shares of NTI. The Company, with the former shareholders of NTI receiving a majority of the total shares then issued and outstanding, effected the merger through the issuance of 4,901,481 shares of common stock from treasury. The transaction has been accounted for as a reverse takeover resulting in the consolidated financial statements including the results of operations of the acquired subsidiary prior to the merger. All intercompany balances and transactions are eliminated. 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, 2011 Form 10-K 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 March 31, 2012 and the consolidated results of operations and the consolidated cash flows for the three months then ended. The Company is in the process of the disposition of its operating subsidiary, Northstar Network Ltd, and is restructuring. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months to March 31, 2012 the Company incurred a net loss of $195,841 and at March 31, 2012 had a working capital deficiency (an excess of current liabilities over current assets) of $3,003,953 (December 31, 2011: $5,998,360), including $542,472 of long term debt due within one year (December31, 2011: $2,061,655). The Company is contingently liable for approximately $4,200,000 to repay assistance received under the Atlantic Innovation Fund (see also note 5). Management has undertaken initiatives for the Company to continue as a going concern; for example: the Company is attempting to secure an equity financing in the short term . The Company also expects to receive $580,000 in cash and publicly traded stock on or within thirty days of the closing of the disposition of Northstar Network Ltd. The Company intends to complete, shortly, the acquisition of a development stage sonar company that we believe will develop and produce profitable products. Management believes these initiatives can provide the Company with a solid base for profitable operations, positive cash flows and reasonable growth. Management is unable to predict the results of its initiatives at this time. Should management be unsuccessful in its initiative to finance its operations the Company's ability to continue as a going concern is not certain. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern. 2. SHARE CAPITAL COMMON STOCK During the three months ended March 31, 2012 the following shares of common stock were issued: For services: 1,475,000 shares fairly valued at $39,125 - the market value of those services PREFERRED STOCK Issued for cash: 488,586 series A shares of preferred stock for $409,299. 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. 3. LONG TERM DEBT Balance owing December 31, 2011 $2,061,655 Reduction on disposal of subsidiary company (1,519,183) Effect of foreign exchange on translation to US - ------------------------------------------------------------------- Balance due March 31, 2012 542,472 Less current portion (542,472) ------------------------------------------------------------------- $ 0 ============== The Company is contingently liable for approximately $4,200,000 to repay assistance received under the Atlantic Innovation Fund (see also note 5).
4. REVENUE Three Three months months 2012 2011 ------------------------- Revenue consists of: Product sales $ 0 $ 0 Contract sales 0 183,975 Government assistance 0 0 Other 0 12,396 ------------------------------------------------------------------------ $ 0 $ 196,371 5. CONTINGENCIES (i) The Company is contingently liable to repay $2,294,755 in assistance received under the Atlantic Innovation Fund. The assistance is repayable annually at the rate of 5% of gross revenues from sales of products resulting from the Aquacomm research and development project. Gross revenues are to be calculated for the fiscal year immediately preceding the due date of the respective payment. Repayment is to continue until the assistance is repaid in full. At March 31, 2011 the Company has accrued $160,595 as repayable. (ii) The Company is also contingently liable to repay approximately $1,905,245 in ACOA loans received by its former subsidiary company. 6. NEW ACCOUNTING PRONOUNCEMENTS Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The following discussion should be read in conjunction with the accompanying unaudited consolidated financial information for the three month periods ended March 31, 2012 and March 31, 2011 prepared by management and the consolidated financial statements for the twelve months ended December 31, 2011 as presented in the Form 10K as filed. The financial information for the three month period ended March 31, 2012 has not been reviewed by the Company's auditor. 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. RECENT EVENTS During the quarter, the Company signed a definitive agreement to divest of its subsidiary, Northstar Network Ltd.(NNL), to Empower Technologies Ltd.. The agreement was amended subsequent to the quarter. The amended terms are as follow: Subject to certain conditions, Empower will pay $140,000 of the cash portion of the purchase price to Northstar by closing, expected to be on or about May 31, 2012 and pay a further $100,000 in 30 days after closing. For the equity portion of the purchase price, $340,000 in Empower common shares will be issued at closing and a further $320,000 in shares at the end of 18 months from closing subject to NNL incurring at least $6M or higher in revenue within the18 months. In both cases, Empower will issue (or arrange to be transferred) to Northstar such number of free trading Empower shares equal to the amount then due divided by the then 10 day weighted average closing price of Empower's shares on the TSX Venture Exchange and subject to any escrow provisions imposed by the TSX Venture Exchange. Empower will assume up to $3M in NNL debt. As well the Company signed an agreement to acquire, through a share exchange, Echotec Sonar Ltd., a Canadian development stage company specializing in High Definition 3D sonar technologies. The closing of this transaction is expected to be on or about May 23, 2012. Management believes that Echotec can develop and produce profitable products for the defense, Homeland Security, commercial shipping, commercial fishing and cruise ship sectors. Management expects its actions will allow the Company to build on the technologies, products and markets previously developed by its subsidiary, Northstar Technical Inc, which has been in a non-operating mode this past couple of years. The Company will also be seeking to acquire a second company, synergistic with Echotec, one which has existing revenues and profits. THE COMPANY'S SERVICES Although the Company has experienced a net loss this quarter, we will continue to expend efforts to acquire contracts in the defense sector in addition to its plans to develop products and systems for that sector and for the Homeland Security, commercial shipping, commercial fishing and cruise ship sectors. We are looking for external funding partners in order to inject the necessary capital to develop systems for use in multiple sectors, and will be interested in establishing working relationships with companies in North America and Europe, either through partnerships or Joint Ventures, for joint projects or other contractual arrangements. UNDERWATER SONAR PRODUCTS AND TECHNOLOGIES Northstar developed its own sonar systems for commercial fishing, and developed systems for the detection of potential underwater terrorist threats to protect navy ships. The Company, through its subsidiary, Northstar Technical, and with the expected acquisition of Echotec Sonar, will remain an underwater advanced sonar technology development and product company. The Company's new sonar technologies will provide 3-D High Definition images from small footprint devices, making the need for heavy and expensive equipment unnecessary. With continued internal and third party investment, we expect our sonar line will be the strongest, most visually acute in the industry. The Company's core technologies can be used to develop systems for defense and anti-terrorism/homeland security to help prevent underwater or small surface craft attacks on naval ships, harbors and naval bases. In addition, the Company will investigate to see if it can adapt its expected systems to commercial shipping, for obstacle avoidance and ship security when in port. The company previously developed, under contract to Lockheed Martin Canada, a specialized underwater sonar system and built a prototype unit. DEFENSE CONTRACT MANUFACTURING The Company was a subcontractor on Lockheed Martin's anti-terrorism Swimmer Detection System (SDS). The SDS was a wide band high frequency sonar system designed specifically to detect and classify underwater terrorist threats. RESULTS OF OPERATIONS Comparison of the three months ended March 31, 2012 with the three months ended March 31, 2011. The results shown here are based on the fact that the Company is in the process of the disposition of its subsidiary, Northstar Network Ltd. Revenue from sales for the three month period ended March 31, 2012 are reported as $0 compared to $183,975 of revenue from sales recorded during the same period of the prior year, due to the fact that the Company is in the process of the disposition of its subsidiary, Northstar Network Ltd. Gross profits decreased from $93,131 (50% of sales) in the prior period to $0 in the current period. The net loss for the three-month period ended March 31, 2012 was $195,841 compared to a net loss of $581,216 for the three months ended March 31, 2011. The decrease in net loss was in part due to the fact the Company is in the process of the disposition of the subsidiary company. Another contributing factor to the increase in loss for the quarter was interest accrued on government loans, contingencies and on trade payables. COMPARISON OF FINANCIAL POSITION AT MARCH 31, 2012 WITH MARCH 31, 2011 The Company's working capital deficiency at March 31, 2012 was $3,003,953 with current liabilities of $3,246,257 which are in excess of current assets of $242,304. At December 31, 2011 the Company had a working capital deficiency of $5,998,360.The Company is contingently liable to repay approximately $4,200,000 in loans received by its former subsidiary company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our annual financial statements at December 31, 2011. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions by us and have a material impact on our financial condition and results. Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of our financial statements. Our critical accounting policies include revenue recognition, accounting for stock based compensation and the evaluation of the recoverability of long-lived and intangible assets. We do not have off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, also known as "special purpose entities". LIQUIDITY AND CAPITAL RESOURCES The Company has disposed of its operating subsidiary company. Cash outflow for the first quarter ended March 31, 2012 was $(2,120) compared to an outflow of cash of $(125,553) in the comparative prior quarter March 31, 2011. In the quarter, the Company received $0 ($15,000 in the comparative prior quarter) from equity funding and received $nil (received $nil in the comparative quarter) long term debt leaving cash on hand at March 31, 20112 of $238 compared to cash on hand of $2,358 at December 31, 2011 and $135,311 at March 31, 2011. Until the Company receives revenues from new contracts and/or increases in product sales revenue, it will be dependent upon equity and loan financings to compensate for the outflow of cash anticipated from operations. At this time, no commitment for funding has been made to the Company. The Company's continued operations are dependent upon obtaining revenues from outside sources or raising additional funds through debt or equity financing. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of the date of this Quarterly Report on Form 10-Q, our chief executive officer and chief financial officer has concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
(b) Changes in internal controls There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their most recent evaluation. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. No change since previous filing. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Options Granted Date Exercise Price Expiry Date -------------------------------------------------------------- Nil Warrants Issued During the three month period ended March 31, 2012 the Company issued nil share purchase warrants. Common Stock Issued Date Consideration -------------------------------------------------------------------------------- 1,475,000 February, 2012 services valued at $39,125 Preferred Stock Subscribed nil ITEM 3. DEFAULTS UPON SENIOR SECURITIES. No change since previous filing. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No change since previous filing. ITEM 5. OTHER INFORMATION. No change since previous filing ITEM 6. EXHIBITS No change since previous filing. Exhibit 31.1-CEO/CFO Certification Exhibit 32.1-CEO/CFO Certification Exhibit 101-The financial statements included in the NorthStar Electronics, Inc. Quarterly Report for the quarter ended March 31, 2012 formatted in Extensive Business Reporting Language (XBRL): (i) balance sheet; (ii) statements of operations; (iii) statements of cash flows; and (iv) the notes to the financial statements. SIGNATURES In accordance with the requirements of the Exchange Act, the Amended registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 25, 2012 Northstar Electronics, Inc. (Registrant) By: /s/ Wilson Russell ------------------------ Wilson Russell, PhD, President and Chief Financial Officer