Northstar Electronics Inc Watch

from SB-1/A 1 page Consent of Independent Auditors' (Letterhead of Jones, Jensen & Company, LLC) Consent of Independent Auditors' Board of Directors Northstar Electronics, Inc. (Formerly Scientific Technologies, Inc.) Vancouver, B.C. Canada We Hereby Consent to the Useof in This Form Sb-1 of Northstar Electronics, Inc. (Formerly Scientific Technologies, Inc.) of Our Report Dated September 11, 1998 of Northstar Electronics, Inc. (Formerly Scientific Technologies, Inc.) for the Period Ended July 31, 1998, Which Is Part of This Form Sb-1, and to All Referenced to Our Firm Included in This Form Sb-1. /S/ Jones, Jensen & Company Jones, Jensen & Company Salt Lake City, Utah January 20, 2000

from SB-1/A ~10 pages Articles of Incorporation or Bylaws

from SB-1/A ~10 pages Articles of Incorporation or Bylaws

from SB-1/A ~5 pages Articles of Incorporation or Bylaws

from SB-1/A 1 page Northstar Electronics Inc. Interim Consolidated Financial Statements (U.S. Dollars) (Unaudited) December 31, 1997 Contents Page Interim Consolidated Income Statement 1 Interim Consolidated Statement of Cash Flows 2 <page> Northstar Electronics Inc. Interim Consolidated Income Statement (U.S. Dollars) (Unaudited) Nine Months Ended December 31, 1997 Sales $158,066 Cost of Goods Sold 48,723 Gross Profit 109,343 Expenses Business Tax 1,496 Depreciation 4,246 Dues, Fees and Licenses 1,063 Insurance 1,323 Interest and Bank Charges 32,595 Lab Expenses 5,000 Marketing 8,668 Office and Miscellaneous 17,130 Professional Fees 22,106 Rent 24,914 Salaries/Wages/Employee Benefits 105,804 Travel 27,683 Research and Development Cost 23,532 Contract Manufacturing Cost 28,218 303,778 Net Loss (194,435) Deficit, Beginning of Period (740,781) (935,216) Add: Discount Earned on Redemption of Class a Preference Shares 16,000 Deficit, End of Period $(919,216) ======== <page> Northstar Electronics Inc. Interim Consolidated Statement of Cash Flows (U.S. Dollars) (Unaudited) Nine Months Ended December 31, 1997 Cash Provided by (Used In) Operations Net Loss $(194,435) Depreciation 4,246 Net Change in Non-Cash Working Capital Items 82,174 (108,015) Financing Activities Proceeds From Issuance of Shares 117,781 Proceeds From Long Term Debt 17,334 Advances to Cabot Management Limited (2,977) Advances From Shareholder 4,967 Discount on Redemption of Preference Shares 16,000 153,105 Investing Activities Purchase of Capital Assets (8,245) Net Change in Cash Resources 36,845 Cash, Beginning of Period (1,399) Cash, End of Period $35,446 =======

from SB-1/A 1 page Articles of Incorporation or Bylaws

from SB-1/A 1 page Opinion Regarding Legality on Shares

from SB-1/A 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Scientific Technologies, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Director of Scientific Technologies, Inc. Resolution Were Dully Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "1" So That, as Amended, Said Article Shall Be and Read as Follows: The Name of This Corporation Is `Northstar Electronics, Inc. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Dully Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares a Required by Statue Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of DELAWARE.FOURTH: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Corporation Has Caused This Certificate to Be Signed by Wilson Russell, an Authorized Officer, This 19 Day of August, 1999. By: /S/ Wilson Russell Name: Wilson Russell Title: President/Directors Witnessed By: /S/Frank Power Name: Frank Power Title: Director. State of Delaware: Time Stamp Secretary of State Division of Corporations Filed 09:00am 08/26/1999 #991360794-2480085

from SB-1/A ~10 pages Articles of Incorporation or Bylaws

from SB-1/A 1 page Certificate of Incorporation of Northstar Electronics, Inc. First. the Name of This Corporation Shall Be: Northstar Electronics, Inc.* (See Below) Second. Its Registered Office in the State of Delaware Is to Be Locate at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and Its Registered Agent at Such Address Is Corporate Agents, Inc. Third. the Purpose or Purposes of This Corporation Shall Be: To Engage in Any Lawful Act or Activity for Which Corporations May Be Organised Under the General Corporation Law of Delaware. Fourth. the Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: One Hundred Twenty Million (1,200,000) Shares of Which One Hundred Million(100,000,000) With a Par Value of One Tenth of One Mil (.0001) Each, Amounting to Ten Thousand Dollars ($10,000.00) Are Common Stock and Twenty Million (20,000,000) Shares With a Par Value of One Tenth of One Mil. (.0001) Each, Amounting to Two Thousand Dollars ($2,000.00) Are Preferred Stock. Fifth. the Name and Mailing Address of the Incorporator Is as Follows: Corporate Agents, Inc. 1013 Centre Road Wilmington, De 19805 Sixth. the Board of Directors Shall Have the Power to Adopt, Amend or Repeal the By-Laws. in Witness Thereof, the Undersigned, Being the Incorporator Herein Before Named, Has Executed, Signed and Acknowledged This Certificate of Incorporation This Eleventh Day of May, A.D. 1998. *Note That the Original Certification Document Lists the Corporation as Scientific Technologies, Inc. Documentation Supporting the Legal Name Change Is Included in Exhibit__3.12__ <page>

from SB-1/A 1 page Opinion Regarding Legality on Shares

from SB-1/A 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Scientific Technologies, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Director of Scientific Technologies, Inc. Resolution Were Dully Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "1" So That, as Amended, Said Article Shall Be and Read as Follows: The Name of This Corporation Is `Northstar Electronics, Inc. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Dully Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares a Required by Statue Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of DELAWARE.FOURTH: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Corporation Has Caused This Certificate to Be Signed by Wilson Russell, an Authorized Officer, This 19 Day of August, 1999. By: /S/ Wilson Russell Name: Wilson Russell Title: President/Directors Witnessed By: /S/Frank Power Name: Frank Power Title: Director. State of Delaware: Time Stamp Secretary of State Division of Corporations Filed 09:00am 08/26/1999 #991360794-2480085

from SB-1/A ~10 pages Articles of Incorporation or Bylaws

from SB-1/A 1 page Certificate of Incorporation of Northstar Electronics, Inc. First. the Name of This Corporation Shall Be: Northstar Electronics, Inc.* (See Below) Second. Its Registered Office in the State of Delaware Is to Be Locate at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and Its Registered Agent at Such Address Is Corporate Agents, Inc. Third. the Purpose or Purposes of This Corporation Shall Be: To Engage in Any Lawful Act or Activity for Which Corporations May Be Organised Under the General Corporation Law of Delaware. Fourth. the Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: One Hundred Twenty Million (1,200,000) Shares of Which One Hundred Million(100,000,000) With a Par Value of One Tenth of One Mil (.0001) Each, Amounting to Ten Thousand Dollars ($10,000.00) Are Common Stock and Twenty Million (20,000,000) Shares With a Par Value of One Tenth of One Mil. (.0001) Each, Amounting to Two Thousand Dollars ($2,000.00) Are Preferred Stock. Fifth. the Name and Mailing Address of the Incorporator Is as Follows: Corporate Agents, Inc. 1013 Centre Road Wilmington, De 19805 Sixth. the Board of Directors Shall Have the Power to Adopt, Amend or Repeal the By-Laws. in Witness Thereof, the Undersigned, Being the Incorporator Herein Before Named, Has Executed, Signed and Acknowledged This Certificate of Incorporation This Eleventh Day of May, A.D. 1998. *Note That the Original Certification Document Lists the Corporation as Scientific Technologies, Inc. Documentation Supporting the Legal Name Change Is Included in Exhibit__3.12__ <page>

from SB-1/A 1 page Opinion Regarding Legality on Shares

from SB-1/A 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Scientific Technologies, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Director of Scientific Technologies, Inc. Resolution Were Dully Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "1" So That, as Amended, Said Article Shall Be and Read as Follows: The Name of This Corporation Is `Northstar Electronics, Inc. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Dully Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares a Required by Statue Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of DELAWARE.FOURTH: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Corporation Has Caused This Certificate to Be Signed by Wilson Russell, an Authorized Officer, This 19 Day of August, 1999. By: /S/ Wilson Russell Name: Wilson Russell Title: President/Directors Witnessed By: /S/Frank Power Name: Frank Power Title: Director. State of Delaware: Time Stamp Secretary of State Division of Corporations Filed 09:00am 08/26/1999 #991360794-2480085

from SB-1/A ~10 pages Articles of Incorporation or Bylaws

from SB-1/A 1 page Certificate of Incorporation of Northstar Electronics, Inc. First. the Name of This Corporation Shall Be: Northstar Electronics, Inc.* (See Below) Second. Its Registered Office in the State of Delaware Is to Be Locate at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and Its Registered Agent at Such Address Is Corporate Agents, Inc. Third. the Purpose or Purposes of This Corporation Shall Be: To Engage in Any Lawful Act or Activity for Which Corporations May Be Organised Under the General Corporation Law of Delaware. Fourth. the Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: One Hundred Twenty Million (1,200,000) Shares of Which One Hundred Million(100,000,000) With a Par Value of One Tenth of One Mil (.0001) Each, Amounting to Ten Thousand Dollars ($10,000.00) Are Common Stock and Twenty Million (20,000,000) Shares With a Par Value of One Tenth of One Mil. (.0001) Each, Amounting to Two Thousand Dollars ($2,000.00) Are Preferred Stock. Fifth. the Name and Mailing Address of the Incorporator Is as Follows: Corporate Agents, Inc. 1013 Centre Road Wilmington, De 19805 Sixth. the Board of Directors Shall Have the Power to Adopt, Amend or Repeal the By-Laws. in Witness Thereof, the Undersigned, Being the Incorporator Herein Before Named, Has Executed, Signed and Acknowledged This Certificate of Incorporation This Eleventh Day of May, A.D. 1998. *Note That the Original Certification Document Lists the Corporation as Scientific Technologies, Inc. Documentation Supporting the Legal Name Change Is Included in Exhibit__3.12__ <page>

from SB-1/A 1 page Opinion Regarding Legality on Shares

from SB-1/A 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Scientific Technologies, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Director of Scientific Technologies, Inc. Resolution Were Dully Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "1" So That, as Amended, Said Article Shall Be and Read as Follows: The Name of This Corporation Is `Northstar Electronics, Inc. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Dully Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares a Required by Statue Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of DELAWARE.FOURTH: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Corporation Has Caused This Certificate to Be Signed by Wilson Russell, an Authorized Officer, This 19 Day of August, 1999. By: /S/ Wilson Russell Name: Wilson Russell Title: President/Directors Witnessed By: /S/Frank Power Name: Frank Power Title: Director. State of Delaware: Time Stamp Secretary of State Division of Corporations Filed 09:00am 08/26/1999 #991360794-2480085