<PAGE>
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 June 30, 1996
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 --- No -X-
As of August 15, 1996, 98,330,000 shares of Common Stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format: Yes --- No -X-
<PAGE>
NORTHERN DANCER CORPORATION
FORM 10-QSB
INDEX
Page
PART I: FINANCIAL INFORMATION Number
Item 1. Financial Information:
Balance Sheets (Unaudited) 3
Statements of Operations (Unaudited) 4
Statement of Stockholders' Equity (Unaudited) 5
Statements of Cash Flows (Unaudited) 7
Note to Financial Statements (Unaudited) 8
Item 2. Management's Discussion and Analysis
or Plan of Operations 9
PART II: OTHER INFORMATION 10
Signature
-2-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
BALANCE SHEETS
June 30, March 31,
1996 1996
---------- --------
(Unaudited)
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $128,102 $126,892
Note receivable, net of allowance 0 0
Other current asset 777 777
-------- --------
Total current assets 128,879 127,669
Office equipment, at cost 1,634 1,634
Less: accumulated depreciation (410) (328)
-------- --------
Net Fixed Assets 1,224 1,306
-------- --------
$130,103 $128,975
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 4,708 $ 2,129
-------- --------
Total current liabilities 4,708 2,129
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 (273,014) (271,563)
-------- --------
Total stockholders' equity 125,395 126,846
-------- --------
$130,103 $128,975
-------- --------
See note to financial statements.
-3-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
from
January 16,
1987 (incor-
poration)
Three months ended through
June 30, June 30,
1996 1995 1996
---------- ---------- -----------
REVENUE:
Interest income $ 1,210 $ 1,760 $ 104,267
Interest income - related parties --- --- 28,566
---------- ---------- ----------
Total Revenue 1,210 1,760 132,833
EXPENSES:
General and administrative 2,579 3,337 215,896
General and administrative,
related parties --- --- 91,100
Bad debt expense --- --- 11,960
Depreciation expense 82 82 82
---------- ---------- ----------
Total Expenses 2,661 3,419 319,038
---------- ---------- ----------
NET INCOME (LOSS) ($1,451) ($1,659) ($186,205)
---------- ---------- ----------
NET (LOSS) PER COMMON SHARE -- * -- * ($0.002)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 98,330,000 98,330,000 91,581,287
---------- ---------- ----------
* Less than $.001 per share
See note to financial statements.
-4-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 16, 1987 (INCORPORATION) TO JUNE 30, 1996
DEFICIT
ACCUMULATED
DURING THE
COMMON STOCK DEVELOPMENT
SHARES AMOUNT STAGE TOTAL
---------- -------- --------- --------
BALANCE, January 16, 1987
(inception) -- $ -- $ -- $ --
Issuance of common stock
for cash:
At $.0001 per share 20,500,000 2,050 -- 2,050
At $.0002 per share 3,750,000 750 -- 750
At $.00025 per share 20,250,000 5,063 -- 5,063
Net loss -- -- (5,495) (5,495)
---------- -------- --------- --------
BALANCES, March 31, 1987 44,500,000 7,863 (5,495) 2,368
Issuance of common stock for
cash at $.00025 per share 6,000,000 1,500 -- 1,500
Sale of common stock for
cash received under public
offering of units at $.02
per unit 47,830,000 478,300 -- 478,300
Costs attributable to
public stock offering -- (89,354) -- (89,354)
Issuance of warrants to
underwriter -- 100 -- 100
Net loss -- -- (23,314) (23,314)
---------- -------- --------- --------
BALANCES, March 31, 1988 98,330,000 398,409 (28,809) 369,600
Net loss -- -- (28,079) (28,079)
---------- -------- --------- --------
BALANCES, March 31, 1989 98,330,000 398,409 (56,888) 341,521
Net loss -- -- (23,603) (23,603)
---------- -------- --------- --------
BALANCES, March 31, 1990 98,330,000 398,409 (80,491) 317,918
Net income -- -- 13,954 13,954
---------- -------- --------- --------
BALANCES, March 31, 1991 98,330,000 398,409 (66,537) 331,872
Net loss -- -- (5,742) (5,742)
---------- -------- --------- --------
BALANCES, March 31, 1992 98,330,000 398,409 (72,279) 326,130
Net loss -- -- (13,775) (13,775)
---------- -------- --------- --------
BALANCES, March 31, 1993 98,330,000 398,409 (86,054) 312,355
Net loss -- -- (189,975) (189,975)
---------- -------- --------- --------
BALANCES, March 31, 1994 98,330,000 398,409 (276,029) 122,380
Net income -- -- 91,483 91,483
---------- -------- --------- --------
(Continued)
-5-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 16, 1987 (INCORPORATION) TO JUNE 30, 1996
(Continued)
DEFICIT
ACCUMULATED
DURING THE
COMMON STOCK DEVELOPMENT
SHARES AMOUNT STAGE TOTAL
---------- -------- --------- --------
BALANCES, March 31, 1995 98,330,000 398,409 (184,546) 213,863
Net loss -- -- (87,017) (87,017)
---------- -------- --------- --------
BALANCES, March 31, 1995 98,330,000 $398,409 ($271,563) $126,846
Net (loss) income for the
period (Unaudited) -- -- (1,451) (1,451)
---------- -------- --------- -------
BALANCES, June 30, 1996
(Unaudited) 98,330,000 $398,409 ($273,014) $125,395
---------- -------- --------- --------
See note to financial statements.
-6-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
from
January 16,
1987 (incor-
Three months ended poration)
June 30, June 30, through
1996 1995 1996
-------- -------- ----------
CASH FROM OPERATING ACTIVITIES:
Net income (loss) ($1,451) ($1,659) ($273,014)
Adjustments to reconcile net
income (loss) to net cash
from operating activities:
Bad debt expense --- --- 96,960
Depreciation expense 82 82 410
Changes in operating assets
and liabilities:
(Increase) decrease in:
Accrued interest receivable --- --- (10,251)
Other current assets --- --- (777)
Increase (decrease) in:
Accounts payable 2,579 (2,138) 4,708
-------- -------- ----------
Net cash provided by (used in)
operating activities 1,210 (3,715) (181,964)
CASH FROM INVESTING ACTIVITIES:
Issuance of notes receivable,
related parties -- -- (236,150)
Proceeds from collection of
notes receivable, related
parties -- -- 234,441
Issuance of notes receiv., other -- -- (210,000)
Proceeds from collection of notes
receivable, other -- -- 125,000
Purchase of office equipment -- -- (1,634)
-------- -------- ---------
Net cash provided by (used in)
investing activities 0 0 (88,343)
CASH FROM FINANCING ACTIVITY:
Issuance of common stock and
warrants for cash, net of
offering costs -- -- 398,409
-------- -------- ---------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,210 (3,715) 128,102
CASH AND CASH EQUIVALENTS,
beginning 126,892 215,964 --
-------- -------- ---------
CASH AND CASH EQUIVALENTS, ending $128,102 $212,249 $ 128,102
-------- -------- ---------
See note to financial statements.
-7-
<PAGE>
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, 1996 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-KSB.
-8-
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, 1996.
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 contem-
plated by the Company's business plan.
The Company is currently in a liquid position, and as of June 30, 1996, had
a total working capital of $124,171 consisting primarily of cash and cash
equivalents, as compared to a total working capital of $125,540 as of March 31,
1996. The Company anticipates operational costs will be limited until such time
as significant evaluation work is undertaken regarding prospective mergers or
acquisitions.
At June 30, 1996, the Company had no material commitments for capital
expenditures.
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.
Not Applicable.
-9-
<PAGE>
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: November 5, 1996 By /s/ Joseph E. O'Connor
Joseph E. O'Connor, President and
Treasurer (Principal Financial
and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheets and statements of operations found on pages 3, 4 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.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 128,102
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128,102
<PP&E> 0
<DEPRECIATION> 410
<TOTAL-ASSETS> 130,103
<CURRENT-LIABILITIES> 4,708
<BONDS> 0
<COMMON> 398,409
0
0
<OTHER-SE> (273,014)
<TOTAL-LIABILITY-AND-EQUITY> 130,103
<SALES> 0
<TOTAL-REVENUES> 1,210
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,661
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,451)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,451)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
