<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 September 30, 1997
Commission File Number: 33-9640-LA
NORTHERN DANCER CORPORATION
----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 68-0133692
- ------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
370 17th Street, Suite 2300, Denver, Colorado 80202
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(303) 572-5000
---------------------------
(Issuer's Telephone Number)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes -X- No ---
As of September 30, 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
(A development stage company)
BALANCE SHEETS
September 30, March 31,
1997 1997
ASSETS (Unaudited)
--------- ---------
CURRENT ASSETS:
Cash and cash equivalents $ 71,811 $ 97,080
Note receivable and investment in
related party, net of $50,725
allowance for doubtful accounts
and $85,000 valuation allowance -- --
Other current assets 777 777
--------- ---------
Total current assets 72,588 97,857
Office equipment, at cost 1,634 1,634
Less: accumulated depreciation (820) (656)
--------- ---------
Net fixed assets 814 978
--------- ---------
$ 73,402 $ 98,835
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 10,481 $ 7,426
--------- ---------
Total current liabilities 10,481 7,426
STOCKHOLDERS' EQUITY:
Preferred stock, no par value,
10,000,000 shares authorized, none
issued or outstanding -- --
Common stock, no par value,
1,500,000,000 shares authorized,
98,330,000 shares issued and
outstanding 398,409 398,409
Deficit accumulated during the
development stage (335,488) (307,000)
--------- ---------
Total stockholders' equity 62,921 91,409
--------- ---------
$ 73,402 $ 98,835
See note to financial statements.
-2-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
from
January 16, 1987
(incorporation)
Three months ended Six months ended through
September 30, September 30, September 30,
1997 1996 1997 1996 1997
REVENUE: --------- ---------- ---------- ---------- -----------
Interest income $ 880 $ 1,026 $ 1,215 $ 2,236 $ 114,111
Interest income,
related party -- -- -- -- 28,566
Bad debt recovery,
related party -- -- -- -- 10,000
--------- ---------- ---------- ---------- ----------
880 1,026 1,215 2,236 152,677
EXPENSES:
General and adm. 4,789 1,282 7,039 3,861 236,060
General and adm.,
related party 2,500 -- 2,500 -- 93,600
Bad debt expense,
related party -- 20,000 20,000 20,000 157,685
Depreciation and
amortization 82 82 164 164 820
--------- ---------- ---------- ---------- ----------
7,371 21,364 29,703 24,025 488,165
INCOME (LOSS) BEFORE
INCOME TAXES AND
EXTRAORDINARY ITEM (6,491) (20,338) (28,488) (21,789) (335,488)
Provision for
income taxes -- -- -- -- --
--------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (6,491) (20,338) (28,488) (21,789) (335,488)
Extraordinary Item:
Reduction of income
taxes due to util-
ization of operat-
ing loss
carryforward -- -- -- -- --
--------- ---------- ---------- --------- ---------
NET INCOME (LOSS) $ (6,491)$ (20,338)$ (28,488) $ (21,789) $(335,488)
NET INCOME (LOSS)
PER COMMON SHARE --* --* --* --* $ (0.004)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 98,330,000 98,330,000 98,330,000 98,330,000 93,004,844
* Less than $.001 per share
See note to financial statements.
-3-
<PAGE>
NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative from
January 16, 1987
Six months ended (incorporation)
September 30, through
1997 1996 September 30, 1997
--------- -------- ------------------
CASH FROM OPERATING ACTIVITIES:
Net income (loss) $(28,488) $(21,789) $(335,488)
Adjustments to reconcile net
income (loss) to net cash
from operating activities:
Bad debt expense 20,000 20,000 147,685
Depreciation expense 164 164 820
Changes in operating assets
and liabilities:
(Increase) decrease in:
Accrued interest receivable -- -- (10,251)
Other current assets -- -- (777)
Increase (decrease) in:
Accounts payable 3,055 486 10,481
-------- -------- ---------
Net cash provided by (used in)
operating activities (5,269) (1,139) (187,530)
CASH FROM INVESTING ACTIVITIES:
Issuance of notes receivable,
related parties (20,000) (20,000) (381,875)
Proceeds from collection of notes
receivable, related parties -- -- 234,441
Issuance of notes receivable -- -- (125,000)
Proceeds from collection of
notes receivable -- -- 135,000
Purchase office equipment -- -- (1,634)
-------- -------- ---------
Net cash provided by (used in)
investing activities (20,000) (20,000) (139,068)
CASH FROM FINANCING ACTIVITIES:
Issuance of common stock and
warrants for cash, net of
offering costs -- -- 398,409
-------- -------- ---------
Net cash provided by financing
activities 0 0 398,409
-------- -------- ---------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (25,269) (21,139) 71,811
CASH AND CASH EQUIVALENTS,
beginning 97,080 126,892 --
-------- -------- ---------
CASH AND CASH EQUIVALENTS, ending $ 71,811 $105,753 $ 71,811
See note to financial statements.
-4-
<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, 1997 balance sheet which was audited. The
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and reflect all adjustments, consisting of
only normal recurring accruals, which are, in the opinion of management,
necessary for a fair statement of the results of operations for the periods
shown. These statements do not include all information required by generally
accepted accounting principles to be included in a full set of financial
statements. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's latest annual
report on Form 10-K.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Northern Dancer Corporation (the "Company") is a development stage enter-
prise formed under the laws of the State of Colorado on May 10, 1988, to
evaluate, structure and complete a merger with, or acquisition of, prospects
consisting of private companies, partnerships or sole proprietorships. The
Company has not conducted, nor have others made available to it, market
research supporting the viability of the Company's proposed operations.
The Company sold 23,915,000 Units of no par value common stock at $.02
per Unit, for net proceeds of $478,300 in a public offering which closed on
March 28, 1988. Each Unit consists of two shares of common stock and one
Class A Common Stock Purchase Warrant. Each Class A Warrant entitles the
holder to purchase one share of common stock and one Class B Common Stock
Purchase Warrant for $.02; each Class B Warrant entitles the holder to
purchase one share of common stock and one Class C Common Stock Purchase
Warrant for $.04; and each Class C Warrant entitles the holder to purchase an
additional share of common stock at $.06. All Class A, Class B and Class C
Warrants have been extended to December 31, 1997. As of September 30, 1997,
no Warrants have been exercised.
The Company has generated no revenue other than interest income since
inception. Management anticipates the Company will earn only interest income
until following the conclusion of a merger or acquisition, if any, as
contemplated by the Company's business plan.
The Company is currently in a liquid position, and as of September 30,
1997, had a total working capital of $62,107 consisting primarily of cash and
cash equivalents, as compared to a total working capital of $90,431 as of
March 31, 1997. The Company anticipates operational costs will be limited
until such time as significant evaluation work is undertaken regarding
prospective mergers or acquisitions.
At September 30, 1997, the Company had no material commitments for
capital expenditures.
-5-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable.
Item 2. Changes in Securities. Not Applicable.
Item 3. Defaults Upon Senior Securities. Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable.
Item 5. Other Information. Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule Filed herewith
electronically
(b) Reports on Form 8-K. None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
NORTHERN DANCER CORPORATION
Dated: November 14, 1997 By: /s/ Joseph E. O'Connor
Joseph E. O'Connor, President and
Treasurer (Principal Financial
and Accounting Officer)
-6-
<PAGE>
<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> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 71,811
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 72,588
<PP&E> 0
<DEPRECIATION> (820)
<TOTAL-ASSETS> 73,402
<CURRENT-LIABILITIES> 10,481
<BONDS> 0
<COMMON> 398,409
0
0
<OTHER-SE> (335,488)
<TOTAL-LIABILITY-AND-EQUITY> 73,402
<SALES> 0
<TOTAL-REVENUES> 1,215
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,703
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (28,488)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,488)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
