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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, 1998
Commission File Number: 33-9640-LA
NORTHERN DANCER CORPORATION
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(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 68-0133692
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(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
370 17th Street, Suite 2300, Denver, Colorado 80202
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Address of Principal Executive Offices, Including Zip Code
(303) 572-5000
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(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 August 15, 1998, 98,330,000 shares of Common Stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format: Yes --- No -X-
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NORTHERN DANCER CORPORATION
FORM 10-Q
INDEX
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Balance Sheets as of June 30, 1998 and March
31, 1998 3
Statements of Operations for the Three Months
Ended June 30, 1998 and 1997 and Cumulative from
January 16, 1987 (incorporation) through June 30,
1998 4
Statements of Cash Flows for the Three Months
Ended June 30, 1998 and 1997 and Cumulative from
January 16, 1987 (incorporation) through June 30,
1998 5
Notes to Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION 8
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 2. CHANGES IN SECURITIES 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
ITEM 5. OTHER INFORMATION 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 8
SIGNATURES 9
2
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NORTHERN DANCER CORPORATION
(A development stage company)
BALANCE SHEETS
June 30, March 31,
1998 1998
----------- ---------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 38,289 $ 46,872
-------- --------
Total current assets 38,289 46,872
Office equipment, at cost 1,635 1,635
Less: accumulated depreciation (1,065) (983)
-------- --------
Net Fixed Assets 570 652
-------- --------
$ 38,859 $ 47,524
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,416 $ 4,401
-------- --------
Total current liabilities 1,416 4,401
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 (360,966) (355,286)
-------- --------
Total stockholders' equity 37,443 43,123
-------- --------
$ 38,859 $ 47,524
======== ========
See note to financial statements.
3
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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,
1998 1997 1998
---------- ---------- ----------
REVENUE:
Interest income $ 447 $ 335 $ 118,142
Interest income - related parties -- -- 28,566
Bad debt recovery, related party -- -- 10,000
---------- ---------- ----------
Total Revenue 447 335 156,708
EXPENSES:
General and administrative 6,045 2,250 247,824
General and administrative,
related parties -- -- 93,600
Bad debt expense, related party -- 20,000 175,185
Depreciation expense 82 82 1,065
---------- ---------- ----------
Total Expenses 6,127 22,332 517,674
---------- ---------- ----------
NET INCOME (LOSS) $ (5,680) $ (21,997) $ (360,966)
========== ========== ==========
NET (LOSS) PER COMMON SHARE --* --* $ (0.004)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 98,330,000 98,330,000 93,354,672
========== ========== ==========
* Less than $.001 per share
See note to financial statements.
4
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NORTHERN DANCER CORPORATION
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
from
January 16,
1987 (incor-
poration)
Three months ended through
June 30, June 30,
1998 1997 1998
---------- ---------- -----------
CASH FROM OPERATING ACTIVITIES:
Net income (loss) $(5,680) $(21,997) $(360,966)
Adjustments to reconcile net
income (loss) to net cash
from operating activities:
Bad debt expense -- 20,000 154,932
Depreciation expense 82 82 1,066
Changes in operating assets
and liabilities:
Increase (decrease) in:
Accounts payable (2,985) (4,234) 1,416
------- -------- ---------
Net cash provided by (used in)
operating activities (8,583) (6,149) (203,552)
CASH FROM INVESTING ACTIVITIES:
Issuance of notes receivable,
related parties -- (20,000) (399,375)
Proceeds from collection of
notes receivable, related
parties -- -- 234,441
Issuance of notes receiv., other -- -- (125,000)
Proceeds from collection of notes
receivable, other -- -- 135,000
Purchase of office equipment -- -- (1,634)
------- -------- ---------
Net cash provided by (used in)
investing activities 0 (20,000) (156,568)
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 (8,583) (26,149) 38,289
CASH AND CASH EQUIVALENTS,
beginning 46,872 97,080 --
------- -------- ---------
CASH AND CASH EQUIVALENTS, ending $38,289 $ 70,931 $ 38,289
======= ======== =========
See note to financial statements.
5
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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, 1998 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.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Northern Dancer Corporation (the "Company") is a development stage
enterprise 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 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 June 30, 1998,
had a total working capital of $36,873 consisting primarily of cash and cash
equivalents, as compared to a total working capital of $42,471 as of March 31,
1998. 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, 1998, the Company had no material commitments for capital
expenditures.
On August 13, 1998, the Company signed a letter of intent with U.S.
Trucking, Inc. regarding a proposed reverse acquisition of U.S. Trucking, Inc.
The closing of this transaction is subject to the completion of due diligence
by both companies and the approval by the Boards of Directors of both
companies.
7
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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: September 2, 1998 By:/s/ Joseph E. O'Connor
Joseph E. O'Connor, President and
Treasurer (Principal Financial
and Accounting Officer)
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3 and 4 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-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 38,289
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,289
<PP&E> 1,635
<DEPRECIATION> (1,065)
<TOTAL-ASSETS> 38,859
<CURRENT-LIABILITIES> 1,416
<BONDS> 0
<COMMON> 398,409
0
0
<OTHER-SE> (360,966)
<TOTAL-LIABILITY-AND-EQUITY> 38,859
<SALES> 0
<TOTAL-REVENUES> 447
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,680)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,680)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
