U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Northstar Ventures, Inc.
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 91-2056816
------ ------- ----------
(State or other jurisdiction of SEC File (I.R.S. incorporation or
Organization Number Employer I.D. No.)
83-888 Ave. 51
Coachella, CA 92236
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (760) 398-9700
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- ---------------------------------
Business Development.
- ---------------------
Northstar Ventures, Inc. (the "Company") was organized under the laws of
the State of Nevada on December 3, 1998. The Company was incorporated to
engage in any lawful activity.
The Company's articles authorized the company, to issue a total
of 80,000,000 shares of common stock with $.001 par value, and 20,000,000
Preferred stock with $.001. Par value, see exhibit (EX1).
Part III, Item 1.
The company was organized to engage in any lawful activity. The company
has been seeking and investigating potential assets, property or a business
to acquire. The Company has had no business operations for the past year and
half. The Company intends to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has no assets other than a small bank
account and conducts no material business, management anticipates that any
such acquisition would require it to issue shares of its common stock as the
sole consideration for the acquisition. This may result in substantial
dilution of the shares of current stockholders. The Company's Board of
Directors shall make the final determination whether to complete any such
acquisition. The Company makes no assurance that any future enterprise will
be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers will also be
restriction free. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be limited. The
Company will be required to issue a substantial number of shares of its
common stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 90 percent of the outstanding shares of the
Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business by
purchase, reorganization or merger, the Company will be required to file with
the Securities and Exchange Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-KA also requires the filing of
audited financial statements of the acquired venture, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes, within 60 days
of the date of any such report.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.
These may include, but will not be limited to an analysis of the quality of
the entity's management personnel; the anticipated acceptability of
any new products or marketing concepts; the merit of technological changes;
its present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history
of operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations;
its potential for growth, expansion and profit; the perceived public
recognition or acceptance of its products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or
identify, without referring to specific objective criteria.
The results of operations of any specific entity may not necessarily be
indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other factors. Further, in
the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no
objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted
with any certainty.
Management or its legal counsel and authorized representatives will
attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and
inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however,
due to time constraints of management and minimal resources to engage others,
these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker-dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to
pay a finder's fee or to otherwise compensate the persons who submit a
potential business endeavor in which the Company eventually
participates. Such persons may include the Company's directors, executive
officers, beneficial owners or their affiliates. In this event, such fees may
become a factor in negotiations regarding a potential acquisition and,
accordingly, may present a conflict of interest for such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers,
ranging from a small amount to as much as $250,000. These fees are usually
divided among promoters or founders, after deduction of legal, accounting
and other related expenses, and it is not unusual for a portion of these fees
to be paid to members of management or to principal stockholders as
consideration for their agreement to retire a portion of the shares of
common stock owned by them. It is not anticipated that any such opportunity
will be afforded to other stockholders. In the event that such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals. Management may actively negotiate or
otherwise consent to the purchase of any portion of its common stock as a
condition to, or in connection with, a proposed merger or acquisition. In
such an event, the Company's remaining stockholders may not be afforded an
opportunity to approve or consent to any particular stock buy out transaction.
The Company's officers and directors in the past have not used any
particular consultants and do not intend to use any consultants in regard to
this Company.
Although it is not formally prohibited by Company policy, it is not
expected that the Company will borrow funds in order to make payment to its
management, promoters or their affiliates or associates in connection with
any buy out transaction.
Management intends to submit for quotations of its common stock on the
OTC Bulletin Board of the National Associates of Securities Dealers, Inc.
("NASD"); however, management has had no discussions with any broker-dealer
in this respect.
Risk Factors.
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
No Source of Revenue. The Company has had no revenue for the past
three fiscal years or to the date hereof. Nor will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest. During the fiscal year ended December 1999 the Company realized
net gains of $0. Even though there has been minimal activity since 1998,
there are some ongoing accounts such as annual registrations, and routine
maintenance. The majority stockholder (Dempsey K. Mork, President of Northstar
Ventures, Inc.) has been paying the incidental costs which have been
considered part of his compensation for which he was issued stock that has
been properly reflected in the financials. Nonetheless there is an attached
Independent Auditors Report, dated August 15, 2000, for the Company's most
recent audited financial statements, through June 30, 2000. The Company can
provide no assurance that any acquired venture will produce any material
revenues for the Company or its stockholders or that any such venture will
operate on a profitable basis. Except as indicated under the heading
Plan of Operation" of the caption "Management's Discussion and Analysis or
Plan of Operation," Part I, Item 2, herein, there are no plans, proposals,
agreements or understandings with respect to the sale or issuance of
additional securities by the Company prior to the location of an acquisition
or merger candidate or over the next twelve month period.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business
that it may acquire, potential investors in the Company will have virtually
no substantive information upon which to base a decision of whether to
invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of
its securities directly to the public. The Company can provide no assurance
that any investment in the Company will not ultimately prove to be less
favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To
date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
invest. To the extent that the Company may acquire a business in a high-risk
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may
become involved, there can be no assurance that it will correctly assess such
risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding an acquisition, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or business.
Accordingly, it is unclear whether such an acquisition would take the form of
an exchange of capital stock, a merger or an asset acquisition. Management
expects that any such acquisition would take the form of an exchange of
capital stock. See Part I, Item 2 of this Registration Statement.
The National Securities Markets Improvement Act of 1996 provides an
exemption from state regulation of offerings of "covered securities."
"Covered securities" include, among other things, transactions by persons
other than issuers, underwriters or dealers, and certain transactions by
dealers, in securities of issuers that file reports with the Securities and
Exchange Commission. Upon the effectiveness of this Registration Statement,
the Company will become subject to the reporting requirements of Section 13
of the Exchange Act.
Dependence on Management. The Company will be entirely dependent upon its
management in locating any suitable acquisition or merger candidate. The
Company has no employment agreements with management and does not maintain
"key man" life insurance for such individuals.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full
time to the affairs of the Company. Because of their time commitments, as
well as the fact that the Company has limited business operations, the
members of management anticipate that they will devote less than 10% of their
working hours to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Loss of Corporate Control. Management anticipates that any merger or
acquisition transaction will require the Company to issue shares of its
common stock as the sole consideration for such transaction. Such an
issuance would almost certainly result in a change in control of the Company
and may also result in substantial dilution of the shares of current
stockholders.
Conflicts of Interest, and Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders.
Voting Control. Due to his ownership of a majority of the Company's
outstanding voting securities, Dempsey K. Mork, the President and a director
of the Company, has the ability to elect all of the Company's directors, who
in turn elect all executive officers, without regard to the votes of other
stockholders. Mr. Mork's present beneficial ownership amounts to
approximately 85% of the outstanding voting securities of the Company. See
Part I, Item 4.
No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD"), there
is currently no market for such shares; and there can be no assurance that
such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Company's common stock in any
market that may develop.
There has been no "established public market" for the Company's common
stock during the past year and a half. At such time as the Company completes an
acquisition, reorganization or merger transaction, if at all, it may attempt
to qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "Pink Sheets" or the OTC
Bulletin Board of the NASD.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Section 240.15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on
that information, that transactions in penny stocks are suitable for the
investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis
on which the broker-dealer made the determination in (ii) above; and (iv)
receive a signed and dated copy of such statement from the investor,
confirming that it accurately reflects the investor's financial situation,
investment experience and investment objectives. Compliance with these
requirements may make it more difficult for investors in the Company's common
stock to resell their shares to third parties or to otherwise dispose of
them.
Principal Products and Services.
-------------------------------
The only activities to be conducted by the Company are to seek out
and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
-------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
--------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
--------------------------------
Competitors include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, will no
doubt be at a competitive disadvantage in competing with entities which have
recently completed IPO's, have significant cash resources and have recent
operating histories when compared with the complete lack of any substantive
operations by the Company for the past year and a half.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
----------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
-------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
-----------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
-------------------------------------------------------------
The Company currently produces no products or services, therefore, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
-----------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as
of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
Research and Development.
-------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
-------------------
None, however Management which consists of Dempsey K. Mork and Randall
A. Baker were given shares in the company to represent, guide, and direct the
company on behalf of its shareholders.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the past year and a half. The Company's
plan of operation for the next 12 months is to continue to seek the
acquisition of assets, property or business that may benefit the Company and
its stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be
required to issue shares of its common stock as the sole consideration for
any such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, there are no
preliminary agreements or understandings with respect to loan agreements by
officers, directors, principals or affiliates of the Company and any such
loan will not exceed $25,000 and will be on terms no less favorable to the
Company than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- ---------------------
The Company has had no material operations since inception. Losses were
$(14,000), $(24,000), and $(34,000) respectively, for the fiscal years ended
December 31, 1998, and 1999 and the six months period ended June 30, 2000.
Losses resulted from the issuances of shares of common stock of the company
for 1998 services rendered and the yearly accrual of $10,000 for management
services. These services primarily related to maintaining the Company in
good standing and "due diligence" activities with respect to its history and
past operations were performed and paid for by Magellan Capital Corporation.
These activities have included, for example, confirming good standing,
reviewing stock transfer records and Articles of Incorporation, as amended,
and arranging for the preparation and auditing of financial statements. These
activities were undertaken in contemplation of the preparation of this
Registration Statement.
Liquidity.
- ---------
The Company had no liquidity during the fiscal years ended December 31,
1998 through 1999. Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities. The Company has no loan
agreements with any officer or director.
Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities. If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets. Its principal executive office
address and telephone number are that of Mr. Mork's business, and are
provided at no cost. Because the Company has limited current business
operations, its activities have primarily been limited to keeping itself in
good standing in the State of Nevada, and with preparing this Registration
Statement and the accompanying financial statements. These activities have
consumed an insignificant amount of management's time; accordingly, the costs
to Mr. Mork of providing the use of business and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
----------------- ------------------ --------
Dempsey K. Mork
Magellan Capital Corp. 225,527 47.54%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork
Magellan Litigation
Services 76,500 16.16%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork 75,000 15.84%
83-888 Ave. 51
Coachella, CA 92236
Robert J. Filiatreaux 28,500 6.02%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 37,500 7.92%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. LeBoeuf 30,750 6.49%
P.O. Box 3171
Palm Springs, CA 92262
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/98 of Class
----------------- ------------------ -------------
Dempsey K. Mork 376,500 79.55%
83-888 Ave. 51
Coachella, CA 92236
Robert J. Filiatreaux 28,500 6.02%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 37,500 7.92%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. Le Boeuf 30,750 6.49%
P.O. Box 3171
Palm Springs, CA 92262
Totals: 473,000 100.00%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company prior to the completion
of any merger or acquisition transaction. They will serve until the next
annual meeting of the stockholders (held in November of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
Dempsey K. Mork Director and 12/3/98
President
Randall A. Baker Secretary 12/3/98
Business Experience.
Dempsey Mork is 58 years old and is the majority shareholder, President, and
Chairman of the Board of Northstar Ventures, Inc. since its formation. Mr.
Mork is a officer and director in the following corporations. Magellan
Capital Corporation, Magellan Litigation Co., Magellan Foundation, Magellan
Events, Ovvio Better Life, Inc.,Delta 251 Sierra., Knickerbocker Capital
Corporation, U.S. Medical Access, Woodstock Tree Farms, Inc., Evergreen
Nurseries, Inc., Sandpoint Breeding Facility, Inc. Apex Capital Group, Inc.,
Asian Financial Inc., Orion U.S.A. Inc., Southwest Holding and Development,
and Stonebridge Investment, Inc., and Silver Bow Antique Aviation. One of
Mr. Mork's business activities is bringing private companies public through
a takeover/merger with a public company. In addition, Mr. Mork assists these
companies in complying with securities regulations, and raising capital. Mr.
Mork has helped arrange over twenty takeover/mergers in the past 10 years.
Most of these transactions involved European and Chinese companies, which
became US public companies. Beginning in 1992 through 1996 Mr. Mork
maintained offices in Geneva, Switzerland and for part of that time Hong
Kong. During this period, in addition to takeover/mergers, Mr. Mork arranged
financing for small US public companies from European and Asian financial
institutions.
Randall A. Baker. Mr. Baker is 57 years old. He attended the
University of Minnesota. After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses. He then was employed for twenty years as
Executive Vice President with Wm.. Mason & Company, an Investment Counseling
firm in Los Angeles. Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison. Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation, a merger and acquisition firm.
Other "Public Shell" Activities.
- -------------------------------
Mr. Dempsey K. Mork also serves as a director and executive officer of
other public companies, (see below), which may give rise to a conflict
of interest in seeking acquisition of any property, assets and business, by
reorganization, merger or otherwise. Mr. Mork believes there may be a
conflict of interest in serving as a director or executive officer in these
companies.
SEC
Name of Company File No. Positions held Appointed Resigned
---------------- ------- ------------- --------- --------
Ovvio Better Life, Inc. 0-23180-WA President and 06/01/93 NA
Director
Knickerbocker Capital 33-15596-D-CO President and 11/18/94 NA
Director
Silver Bow Antique
Aviation 000-25997 President and 4/28/94 NA
Director
Apex Capital Group
Inc. 000-2527001 President and 1/25/96 NA
Director
Asian Financial, Inc. 000-227129 President and 8/10/98 NA
Director
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past four years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
None
(1) In December of 1998, 473,250 shares of "unregistered"
shares of the Company's common stock, were issued to:
Mgellan Capital Corp.
Dempsey K. Mork
Robert Filiatreaux
Randall A. Baker
Norbert L. Le Boeuf
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
------------------------------------------------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
Except as indicated under the heading "Transactions With Management and
Others" of this caption, there have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively. Indebtedness of Management.
Statement, Part I, Items 1 and 6, respectively.
Parents of the Issuer.
- ----------------------
The Company has no parents. See the caption "Business Development,"
Item 8. Description of Securities.
- -----------------------------------
The Company's Articles of Incorporation authorize the
Company to issue 100,000,000 shares of stock, 80,000,000 common stock and 20,000
preferred; each share has a par value of one mill ($0.001). The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors. The
Company currently has 473,250 shares issued and outstanding.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the common stock now outstanding are fully paid
and non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and Other
Stockholder Matters and Market Information.
--------------------- - -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develope or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 under the Securities Act of 1933 by members of
management may have a substantial adverse impact on any such public market,
and current members of management have already satisfied the one year
"holding period" requirement of Rule 144. For non-affiliates who have
held their securities for at least two years, certain limitations of Rule
144, for example, the limitation on the amount of securities sold in any
three month period, are lifted. See the caption "Security Ownership of
Certain Beneficial Owners," Part I, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately ---.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
-----------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent
of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------------------- - ------------------------------------
There have been no changes in the Company's principal independent
accountant. The current accounting firm for the Company audited its last
financial statements for the years ended December 31, 1998, 1999 and a
stub period 6/30/2000.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
none
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the corporation" due to his or her corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if
he or she acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification
must not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART III
Item 1. Index to Exhibits. - ---------------------------
The following exhibits are filed as a part of this Registration Statement:
Exhibits
Number Description*
- ------ ------------
1.1 Articles of Incorporation filed 12/3/98
1.3 Auditors consent form dated 8/15/2000
1.4 By-laws
27 Financial Data Schedule**
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Northstar Ventures, Inc.
Date:8/18/2000 By: /s/ Dempsey K. Mork
---------- ------------------------
Dempsey K. Mork, Director
and President
David M. Winings, CPA
75-140 St. Charles Place
Suite B
Palm Desert, CA 92211
(760) 341-5450
(760) 341-5449 (Fax)
To the Board of Directors
Northstar Ventures, Inc.
Coachella, California
I have audited the accompanying balance sheets of Northstar Ventures, Inc. (a
Nevada Corporation) as of December 31, 1998, and December 31, 1999 and a
stub period through 6/30/2000 and the related statements of income and
retained earnings, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northstar Ventures, Inc as of
December 31, 1998, December 31, 1999 and June 30, 2000, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ David M. Winings
David M. Winnings
Palm Desert, California
August 15, 2000
-1-
NORTHSTAR VENTURES, INC.
BALANCE SHEETS
December 31, 1998, 1999 and June 30, 2000
1998 1999 2000
------ ------ ------
ASSETS
CURRENT ASSETS
Cash in Bank -0- -0- -0-
PROPERTY AND EQUIPMENT -0- -0- -0-
OTHER ASSETS -0- -0- -0-
------ ------ ------
TOTAL ASSETS -0- -0- -0-
====== ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
NOTES PAYABLE
RELATED PARTIES $10,000 $20,000 $30,000
LONG TERM LIABILITIES -0- -0- -0-
------ ------ ------
TOTAL LIABILITIES $10,000 $20,000 $30,000
SHAREHOLDERS' EQUITY
COMMON STOCK 4,000 4,000 4,000
RETAINED EARNING (14,000) (24,000) (34,000)
------ ------ ------
TOTAL SHAREHOLDERS'
EQUITY (10,000 (20,000) (30,000)
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY -0- -0- -0-
====== ====== ======
The accompanying notes are an integral part of these financial statements.
-2-
NORTHSTAR VENTURES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Years Ended December 31, 1998, 1999 and Six months ended June 30, 2000.
Dec 31 Dec 31 June 30
1998 1999 2000
----- ------ ------
REVENUES -0- -0- -0-
EXPENSES
Consulting Fees 4,000 -0- -0-
Administrative Support
(Related Parties) (Loss) $10,000 $10,000 $10,000
------ ------ ------
INCOME BEFORE
INCOME TAXES (14,000) (10,000) (10,000)
INCOME TAXES -0- -0- -0-
------ ------ ------
NET INCOME (Loss) (14,000) (10,000) (10,000)
BEGINNING RETAINED
EARNINGS (Deficit) -0- (14,000) (24,000)
DIVIDENDS -0- -0- -0-
------ ------ ------
ENDING RETAINED
EARNINGS (Deficit) (14,000) (24,000) (34,000)
====== ====== ======
The accompanying notes are an integral part of these financial statements
-3-
NORTHSTAR VENTURES, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1999 and Six months ended June 30, 2000
Dec 31 Dec 31 Jun 30
1998 1999 2000
------ ------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (Loss) (14 ,000) (10,000) (10,000)
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
Increase in Current Liabilities/
Notes Related Party
10,000 10,000 10,000
------ ------ ------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (4,000) -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
ISSUE CAPITAL STOCK 4,000 -0- -0-
------ ------ ------
NET INCREASE (DECREASE) IN CASH -0- -0- -0-
CASH AT BEGINNING OF YEAR -0- -0- -0-
------ ------ ------
CASH AT END OF YEAR -0- -0- -0-
====== ====== ======
SUPPLEMENTAL DISCLOSURES
INTEREST PAID
-0- -0- -0-
INCOME TAXES PAID -0- -0- -0-
The accompanying notes are an integral part of these financial statements
-4-
NORTHSTAR VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Northstar Ventures, Inc. was organized under the laws of the State of Nevada on
December 3, 1998. The Company was incorporated primarily to evaluate,
negotiate, structure and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole
proprietorships. The company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition. The
company is not limited to any operation or geographic area in seeking out
opportunities. Management has not identified any particular industry within
which the company will seek an acquisition or merger.
The Company intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders. Management
anticipates that any such acquisition would require it to issue shares of
its common stock as the sole consideration for the acquisition. The Company
does not intend to restrict its search to any particular business or
industry, and the areas in which it will seek out acquisitions,
reorganizations or mergers will be restriction free.
NOTE 2 STOCK TRANSACTIONS
The Articles of Incorporation authorize the Company to issue up to 100,000,00
(80,000,000 common stock and 20,000,000 preferred stock) shares of capital
stock all with a par value of $0.001
On December 15, 1998 473,250 shares were issued to individuals in return for
services rendered.
As of December 31, 1998 and 1999 and June 30, 2000, 473,250 shares of common
stock were issued and outstanding.
No preferred Stock shares have been issued from the date of inception (December
3, 1998) through the period ending June 30, 2000.
NOTE 3 RELATED PARTY TRANSACTIONS
On December 15, 1998, 376,500 shares of common stock were issued to Related
Parties and 96,750 shares of common stock was issued to associates in return
for services rendered. These individuals include officers of the corporation.
-5-
