U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1 to
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2001
Commission file Number 0-25611
PONTE NOSSA ACQUISITION CORP.
(Name of small business issuer in its charter)
Delaware 33-0838660
(State of incorporation) (I.R.S. Employer I.D. No.)
18271 McDurmott West, Suite A-1, Irvine, California 92612
(Address of principal executive offices)
Issuer's telephone number (949) 474-7020
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
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 [
].
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The registrant's revenues for fiscal year 2001 were $0.
As of April 1, 2002 the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $3,772,000 and the number
of shares outstanding of the registrant's only class of common stock, $.001 par
value per share, was 13,000,000.
ITEM 7. FINANCIAL STATEMENTS
Filed herewith are the following Audited Financial Statements for Ponte
Nossa Acquisition Corp. (a Development Stage Company):
Description Page
----------- ----
Report of Peterson & Co., Independent Auditors............................... 7
Report of Baron Accountancy Corporation, Independent Auditors................ 8
Balance Sheets at December 31, 2001 and 2000................................. 9
Statements of Operations for the years ended December 31, 2001, 2000
and 1999 and the period April 21, 1997(inception) to December 31, 2001.... 10
Statements of Stockholders Equity for the period April 21, 1997 (inception)
to December 31, 2001...................................................... 11
Statements of Cash Flows for the years ended December 31, 2001, 2000
and 1999 and the period April 21, 1997 (inception) to December 31, 2001... 12
Notes to Financial Statements................................................ 13
PETERSON & CO.
CERTIFIED PUBLIC ACCOUNTANTS
[LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Ponte Nossa Acquisition Corp.
We have audited the accompanying balance sheet of Ponte Nossa Acquisition Corp.
(a Development Stage Company) as of December 31, 2001, and the related
statements of income, shareholders' equity, and cash flows for the year then
ended and for the period April 21, 1997 (inception) to December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Ponte Nossa Acquisition Corp. as of
December 31, 2000 and 1999, were audited by other auditors whose report dated
March 22, 2001, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2001 financial statements referred to above present fairly,
in all material respects, the financial position of Ponte Nossa Acquisition
Corp. (a Development Stage Company) as of December 31, 2001, and the results of
its operations and its cash flows for the year then ended and for the period
April 21, 1997 (inception) to December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, Ponte Nossa Acquisition
Corp. (a Development Stage Company) has reported accumulated losses during the
development stage aggregating ($85,584) and without additional financing, lacks
sufficient working capital to fund operations beyond July 2002, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans as to these matters are described in Note 2. The 2001 financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
/s/ Peterson & Co.
PETERSON & CO.
San Diego, California
May 12, 2002
7
BARON ACCOUNTANCY CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS
1470 Jamboree Road
Newport Beach, CA 92660
TEL: (949) 640-0588
FAX: (949) 640-6005
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Ponte Nossa Acquisition Corp.
We have audited the accompanying balance sheet of Ponte Nossa
Acquisition Corp. (a development stage company) (the "Company") as of December
31, 2000, and the related statements of operations, shareholders' equity and
cash flows for each of the years in the two-year period ended December 31, 2000
and for the period from inception (April 21, 1997) to December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with U.S. generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes, on a test basis, examination of
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ponte Nossa
Acquisition Corp. as of December 31, 2000, and the results of its operations and
its cash flows for each of the years in the two-year period ended December 31,
2000 and the period from inception (April 21, 1997) to December 31, 2000 in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in the Notes to the
financial statements, the Company needs additional capital infusion in order to
fund current expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in the Notes. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Baron Accountancy Corporation
March 22, 2001
8
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Balance Sheet
December 31, 2001 and 2000
December 31,
---------------------
2001 2000
--------- ---------
ASSETS
Total assets $ -- $ --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable $ 8,000 $ --
Due to related parties 51,583 --
--------- ---------
Total liabilities 59,583 --
--------- ---------
Shareholders' Equity(Deficit)
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding at December 31, 2001 and 2000 -- --
Common stock, 20,000,000 shares authorized, $.001 par value,
13,000,000 and 500,000 shares issued and outstanding
at December 31, 2001 and 2000 13,000 500
Additional paid in capital 13,001 23,486
Deficit accumulated during development stage (85,584) (23,986)
--------- ---------
Net Shareholders' equity (Deficit) (59,583) --
--------- ---------
Total liabilities and shareholders' equity $ -- $ --
========= =========
See accompanying notes.
9
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Operations
Cumulative
from Inception
Year ended Year Ended Year Ended (April 21, 1997)
December 31, December 31, December 31, to December 31,
2001 2000 1999 2001
------------- ------------- ------------- -------------
General and administrative expense $ (61,598) $ (16,992) $ (6,145) $ (85,584)
------------- ------------- ------------- -------------
Net loss $ (61,598) $ (16,992) $ (6,145) $ (85,584)
------------- ------------- ------------- -------------
Net loss per common share - basic and diluted $ (0.0047) $ (0.0013) $ (0.0005)
------------- ------------- -------------
Basic and diluted weighted average
number of common shares outstanding 13,000,000 13,000,000 13,000,000
============= ============= =============
See accompanying notes.
10
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Shareholders' Equity (Deficit)
From Inception (April 21, 1997) to December 31, 2001
Preferred Stock Common Stock Additional Deficit Accumulated Net
----------------------------------------------- Paid In during the Shareholders'
Shares Amount Shares Amount Capital Development Stage Equity (Deficit)
----------------------------------------------------------------------------------------------------
Inception, April 21, 1997 - $ - - $ - $ - $ - $ -
Issuance of common stock - - 500,000 500 - - 500
Net loss - - - - - (334) (334)
----------------------------------------------------------------------------------------------------
Balance, December 31, 1997 - - 500,000 500 - (334) 166
Capital contribution - - - - 349 - 349
Net loss - - - - - (515) (515)
----------------------------------------------------------------------------------------------------
Balance, December 31, 1998 - - 500,000 500 349 (849) -
Capital contribution - - - - 6,145 - 6,145
Net loss - - - - - (6,145) (6,145)
----------------------------------------------------------------------------------------------------
Balance, December 31,1999 - - 500,000 500 6,494 (6,994) -
Capital contribution - - - - 16,992 - 16,992
Net loss - - - - - (16,992) (16,992)
----------------------------------------------------------------------------------------------------
Balance, December 31, 2000 - - 500,000 500 23,486 (23,986) -
Capital contribution - - - - 2,015 - 2,015
Common shares issued for
26-for-1 stock split effected
July 26, 2001 - - 12,500,000 12,500 (12,500) - -
Net loss - - - - - (61,598) (61,598)
----------------------------------------------------------------------------------------------------
Balance, December 31, 2001 - $ - 13,000,000 $13,000 $13,001 $ (85,584) $ (59,583)
====================================================================================================
See accompanying notes.
11
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Cash Flows
Cumulative
from Inception
Year ended Year Ended Year Ended (April 21, 1997)
December 31, December 31, December 31, to December 31,
2001 2000 1999 2001
------------ ------------ ------------ ------------
Cash flows from operating activities
Net loss $ (61,598) $ (16,992) $ (6,145) $ (85,584)
Adjustment to reconcile net loss to net
cash used by operating activities - accounts payable 8,000 -- -- 8,000
------------ ------------ ------------ ------------
Net cash used by operating activities (53,598) (16,992) (6,145) (77,584)
------------ ------------ ------------ ------------
Cash flows from investing activities -- -- -- --
------------ ------------ ------------ ------------
Cash flows from financing activities
Issuance of common stock -- -- -- 500
Capital contributions 2,015 16,992 6,145 25,501
Advance from related party 51,583 -- -- 51,583
------------ ------------ ------------ ------------
Net cash provided by financing activities 53,598 16,992 6,145 77,584
------------ ------------ ------------ ------------
Net increase (decrease) in cash -- -- -- --
Cash, beginning of period -- -- -- --
------------ ------------ ------------ ------------
Cash, end of period $ -- $ -- $ -- $ --
============ ============ ============ ============
See accompanying notes.
12
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Ponte Nossa Acquisition Corp., a Delaware corporation (the "Company") was
formed on April 21, 1997. The Company has been inactive and has had no
significant operations. The Company is authorized to do any legal business
activity as controlled by Delaware law. The Company is classified as a
development stage company because its principal activities involve seeking
to acquire business opportunities.
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into
cash to be cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
INCOME TAXES
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the asset and liability method
in accordance with Statement of Financial Accounting Standards 109,
Accounting for Income Taxes.
BASIC AND DILUTED NET LOSS PER SHARE
Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"), which
superseded Accounting Principles Board Opinion 15 ("APB 15"). Basic
earnings per share is calculated using the weighted-average number of
outstanding common shares during the period. Diluted earnings per share is
calculated using the weighted-average number of outstanding common shares
and dilutive common equivalent shares outstanding during the period, using
either the as-if-converted method for convertible notes and convertible
preferred stock or the treasury stock method for options and warrants.At
December 31, 2001 and 2000 there were no dilutive convertible shares,
stock options or warrants.
13
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
Additional capital infusion is necessary in order to fund current
expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company's
ability to continue as a going concern.
The Company's management intends to continue funding current expenditures
by means of contributions to capital and to raise additional funds through
equity offerings. However, there can be no assurance that management will
be successful in this endeavor.
NOTE 3 - SHAREHOLDERS' EQUITY
In April 1997, the Company issued 420,000 shares of common stock at a
price of $.001 per share to its founders. The Company also issued 80,000
shares of common stock at a price of $.001 per share in a limited private
placement to approximately 36 investors.
On July 26, 2001, the Company effected a 26-for-1 common stock split and
issued 12,500,000 shares to the holders of the 500,000 common shares then
outstanding.
NOTE 4 - INCOME TAXES
The Company records its income tax provision in accordance with SFAS 109,
which requires the use of the asset and liability method of accounting for
deferred income taxes.
As the Company has not generated taxable income since its inception, no
provision for income taxes has been made. At December 31, 2001 and 2000,
the Company had net operating loss carryforwards approximating $85,000. At
December 31, 2001 and 2000, the Company did had no deferred tax assets
because a valuation allowance has been recorded to offset deferred tax
assets as realization of such assets is uncertain.
NOTE 5 - DUE TO RELATED PARTIES
The Company's largest shareholder has funded certain expenditures of the
Company. As of December 31, 2001, the Company owed this related party
$51,583. There were no such payables as of December 31, 2000.
14
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Notes to Financial Statements
NOTE 6 - SUBSEQUENT EVENTS
On November 8, 2001, the Company entered into an Agreement and Plan of
Merger with Visijet, Inc. ("Visijet") for the merger of the two companies
into a single company to be named "Visijet, Inc." Under the terms of the
merger agreement, each outstanding shares of Visijet, will be exchanged
for one share of the Company's common stock.
In April 2002, in connection with the completion of its merger with
Visijet, Inc. ("Visijet"), the Company entered into a Common Stock and
Warrant Purchase Agreement with Wharton Equity Partners, LLC ("Wharton").
The agreement enables the Company to sell to Wharton 2.5 million shares of
common stock, par value $0.01, and warrants to purchase 3.5 million shares
of common stock for an aggregate $800,000. In May 2002, the Company
received $236,000 in its initial stage of its first round of financing of
the $800,000. The initial funding will be used to fund the working capital
requirements of Visijet.
In April 2002, the Company received $180,700 from its largest shareholder
in connection with, convertible notes bearing interest at a rate of 7.5%.
15
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
Registrant caused this Amendment No. 1 to Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: May 17, 2002 Ponte Nossa Acquisition Corp.
By: /s/Thomas F. DiMele
---------------------------
Thomas F. DiMele
President
In accordance with the Exchange Act, this Amendment has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Signature Title Date
/s/ Thomas F. DiMele
------------------------
Thomas F. DiMele President and a Director May 17, 2002
/s/ Laurence Schreiber
------------------------
Laurence Schreiber Principal Accounting Officer May 17, 2002
and a Director