<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 December 31, 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 February 12, 1997, 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) 4-5
Statements of Cash Flows (Unaudited) 6-7
Note to Financial Statements (Unaudited) 8
Item 2. Management's Discussion and Analysis
or Plan of Operations 9
PART II: OTHER INFORMATION 9
Signature
-2-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
BALANCE SHEETS
December 31, March 31,
1996 1996
---------- --------
(Unaudited)
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $107,018 $126,892
Note receivable, net of allowance --- ---
Other current asset 777 777
-------- --------
Total current assets 107,795 127,669
Office equipment, at cost 1,634 1,634
Less: accumulated depreciation (574) (328)
-------- --------
Net Fixed Assets 1,060 1,306
-------- --------
$108,855 $128,975
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 5,225 $ 2,129
------- --------
Total current liabilities 5,225 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 (294,779) (271,563)
-------- --------
Total stockholders' equity 103,630 126,846
-------- --------
$108,855 $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
December 31, December 31,
1996 1995 1996
---------- ---------- -----------
REVENUE:
Interest income $ 1,371 $ 2,481 $ 112,109
Interest income - related parties --- --- 28,566
---------- ---------- ----------
Total Revenue 1,371 2,481 140,675
EXPENSES:
General and administrative 2,716 340 226,820
General and administrative,
related parties --- --- 91,100
Bad debt expense (recovery) --- --- 116,960
Depreciation expense 82 82 574
---------- ---------- ----------
2,798 422 435,454
---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME
TAXES AND EXTRAORDINARY ITEM (1,427) 2,059 (294,779)
---------- ---------- ----------
Provision for Income Taxes -- -- --
INCOME (LOSS) BEFORE EXTRAORDIN-
ARY ITEM (1,427) 2,059 (294,779)
Extraordinary Item:
Reduction of income taxes due to
utilization of operating loss
carryforward -- -- --
NET INCOME (LOSS) (1,427) 2,059 (294,779)
NET INCOME (LOSS) PER COMMON SHARE -- * -- * (0.003)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 98,330,000 98,330,000 92,602,101
---------- ---------- ----------
* Less than $.001 per share
See note to financial statements.
-4-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF OPERATIONS
(Unaudited)
Nine months ended
December 31,
1996 1995
---------- ----------
REVENUE:
Interest income $ 3,607 $ 6,279
Interest income - related parties --- ---
---------- ----------
Total Revenue 3,607 6,279
EXPENSES:
General and administrative 6,577 4,680
General and administrative,
related parties --- ---
Bad debt expense (recovery) 20,000 ---
Depreciation expense 246 246
---------- ----------
26,823 4,926
---------- ----------
INCOME (LOSS) BEFORE INCOME
TAXES AND EXTRAORDINARY ITEM (23,216) 1,353
---------- ----------
Provision for Income Taxes -- --
INCOME (LOSS) BEFORE EXTRAORDIN-
ARY ITEM (23,216) 1,353)
Extraordinary Item:
Reduction of income taxes due to
utilization of operating loss
carryforward -- --
NET INCOME (LOSS) ($23,216) $1,353
NET (LOSS) PER COMMON SHARE -- * -- *
---------- ----------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 98,330,000 98,330,000
---------- ----------
* Less than $.001 per share
See note to financial statements.
-5-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
from Janu-
ary 16, 1987
(Incorporation)
Three months ended through
December 31, December 31,
1996 1995 1996
-------- -------- ------------
CASH FROM OPERATING ACTIVITIES:
Net income (loss) ($1,427) ($2,059) ($294,779)
Adjustments to reconcile net
income (loss) to net cash
from operating activities:
Bad debt expense --- --- 116,960
Depreciation expense 82 82 574
Changes in operating assets
and liabilities:
(Increase) decrease in:
Accrued interest receivable --- (1,240) (10,251)
Other current assets --- --- (777)
Increase (decrease) in:
Accounts payable 2,610 (576) 5,225
-------- -------- ----------
Net cash provided by (used in)
operating activities 1,265 325 (183,048)
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 receivable -- (25,000) (230,000)
Proceeds from collection of notes
receivable -- -- 125,000
Purchase of office equipment -- -- (1,634)
-------- -------- ---------
Net cash provided by (used in)
investing activities 0 (25,000) (108,343)
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 1,265 (24,675) 107,018
CASH AND CASH EQUIVALENTS,
beginning 105,753 161,620 --
-------- -------- ---------
CASH AND CASH EQUIVALENTS, ending $107,018 $136,945 $ 107,018
-------- -------- ---------
See note to financial statements.
-6-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
December 31,
1996 1995
-------- --------
CASH FROM OPERATING ACTIVITIES:
Net income (loss) ($23,216) ($1,353)
Adjustments to reconcile net
income (loss) to net cash
from operating activities:
Bad debt expense 20,000 ---
Depreciation expense 246 246
Changes in operating assets
and liabilities:
(Increase) decrease in:
Accrued interest receivable --- (1,532)
Other current assets --- ---
Increase (decrease) in:
Accounts payable 3,096 (4,086)
-------- --------
Net cash provided by (used in)
operating activities 126 (4,019)
CASH FROM INVESTING ACTIVITIES:
Issuance of notes receivable,
related parties -- --
Proceeds from collection of
notes receivable, related
parties -- --
Issuance of notes receivable (20,000) (75,000)
Proceeds from collection of notes
receivable -- --
Purchase of office equipment -- --
-------- --------
Net cash provided by (used in)
investing activities (20,000) (75,000)
CASH FROM FINANCING ACTIVITY:
Issuance of common stock and
warrants for cash, net of
offering costs -- --
-------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (19,874) (79,019)
CASH AND CASH EQUIVALENTS,
beginning 126,892 215,964
-------- --------
CASH AND CASH EQUIVALENTS, ending $107,018 $136,945
-------- --------
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-
<PAGE>
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
contemplated by the Company's business plan.
The Company is currently in a liquid position, and as of December 31,
1996, had a total working capital of $102,570 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 December 31, 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: February 13, 1997 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 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> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 107,018
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 107,795
<PP&E> 0
<DEPRECIATION> (574)
<TOTAL-ASSETS> 108,855
<CURRENT-LIABILITIES> 5,225
<BONDS> 0
<COMMON> 398,409
0
0
<OTHER-SE> (294,779)
<TOTAL-LIABILITY-AND-EQUITY> 108,855
<SALES> 0
<TOTAL-REVENUES> 3,607
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26,823
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23,216)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,216)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
