UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
VisiJet, Inc.
(formerly Ponte Nossa Acquisition Corp.)
(Exact name of the Company as specified in its charter)
Delaware 0-256111 33-0838660
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
188 Technology Drive, Suite D
Irvine, California 92618
(Address of principal executive offices)
Issuer's telephone number, including area code:
949-450-1660
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)
As of May 4, 2003 there were 19,134,412 shares of the registrant's
Common Stock outstanding.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheet at March 31, 2003
Condensed Statements of Operations for the Quarters ended March 31, 2003 and
2002 and the period February 2, 1996 (inception) to March 31, 2003
Condensed Statements of Cash Flows for the Quarters ended March 31, 2003 and
2002 and the period February 2, 1996 (inception) to March 31, 2003
Notes to Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters To a Vote of Securities Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Visijet, Inc.
(formerly Ponte Nossa Acquisition Corp.)
(A development stage company)
Condensed Balance Sheet
(Unaudited)
March 31, 2003
ASSETS
Current assets:
Cash and cash equivalents $ 355,816
Prepaid expenses 19,615
------------
Total current assets 375,431
Property and equipment, net 46,246
------------
Total assets $ 421,677
============
Current liabilities:
Accounts payable $ 65,937
Compensation settlement agreement - current portion 129,007
Accrued interest 36,347
Accrued expenses 130,469
Royalty payable 135,000
Notes payable to related parties (see note 4) 212,163
Notes payable - current portion (see note 4) 602,240
------------
Total current liabilities 1,311,163
Compensation agreement, net of current portion 104,167
Notes payable, net of current portion 10,000
------------
Total liabilities 1,425,330
Shareholders' deficit:
Common stock, 50,000,000 shares authorized, $.001 par value,
19,134,412 shares issued and outstanding at March 31, 2003 19,134
Additional paid in capital 5,622,977
Deficit accumulated during development stage (6,645,764)
------------
Shareholders' deficit (1,003,653)
------------
Total liabilities and shareholders' deficit $ 421,677
============
The accompanying notes are an integral part of these financial statements
3
Visijet, Inc.
(formerly Ponte Nossa Acquisition Corp.)
(A development stage company)
Condensed Statements of Operations
(Unaudited)
For the period
Three months Three months February 2, 1996
ended ended (inception) to
March 31, 2003 March 31, 2002 March 31, 2003
Interest income $ 26 $ -- $ 26
---------------------------------------------------
Operating expenses:
General and administrative expenses 676,009 86,617 2,535,271
Research & development expenses 104,381 55,391 3,705,258
---------------------------------------------------
Total operating expenses 780,390 142,008 6,240,529
---------------------------------------------------
Loss from operations (780,364) (142,008) (6,240,503)
Other expense:
Interest expense (48,333) (17,754) (330,074)
Loss on judgment -- -- (21,483)
Loss on disposal of assets -- -- (48,104)
---------------------------------------------------
Total other expense (48,333) (17,754) (399,661)
---------------------------------------------------
Loss before provision for taxes (828,697) (159,762) (6,640,164)
Provision for Income taxes -- -- 5,600
---------------------------------------------------
Net loss $ (828,697) $ (159,762) $ (6,645,764)
===================================================
Net loss per common share - basic and diluted $ (0.06) $ (0.02)
Basic and diluted weighted average 14,171,631 7,713,943
number of common shares outstanding
The accompanying notes are an integral part of these financial statements
4
Visijet, Inc.
(formerly Ponte Nossa Acquisition Corp.)
(A development stage company)
Condensed Statements of Cash Flows
(Unaudited)
For the period
Three months Three months February 2, 1996
ended ended (inception) to
March 31, 2003 March 31, 2002 March 31, 2003
Cash flows from operating activities
Net loss $ (828,697) $ (159,762) $(6,585,764)
Adjustment to reconcile net loss to net
cash used by operating activities:
Depreciation 3,440 -- 208,761
Interest converted to equity 33,997 -- 33,997
Loss from disposal of fixed assets -- -- 48,104
Non cash compensation -- -- 102,357
Changes in assets and liabilities:
Prepaid expenses 10,385 -- 10,385
Accounts payable and other accrued expenses (131,048) 3,828 65,937
Income taxes payable -- -- 800
Notes payable 108,755 -- 108,755
Compensation agreement (6,826) 55,447 693,174
Royalties payable 15,000 -- 75,000
Accrued judgment -- -- 129,669
Accrued interest 15,465 5,445 176,302
------------------------------------------------
Net cash used by operating activities (779,529) (95,042) (4,932,523)
------------------------------------------------
Cash flows from investing activities
Acquisition of property and equipment (2,243) -- (323,083)
------------------------------------------------
Net cash used in investing activities (2,243) -- (323,083)
------------------------------------------------
Cash flows from financing activities
Advance from related party 132,616 122,699 1,723,913
Repayment of advances from related parties (71,988) -- (99,470)
Proceeds from issuance of common stock, net 1,016,000 -- 3,986,979
------------------------------------------------
Net cash provided by financing activities 1,076,628 122,699 5,611,422
------------------------------------------------
Net increase in cash 294,856 27,657 355,816
Cash, beginning of period 960 -- --
------------------------------------------------
Cash, end of period $ 295,816 $ 27,657 $ 355,816
================================================
Supplemental disclosures of cash flow information
Conversion of Debt to Equity 1,538,632
The accompanying notes are an integral part of these financial statements
5
VisiJet, Inc.
(A development stage company)
(formerly Ponte Nossa Acquisition Corp.)
Notes to financial statements
NOTE 1 - NATURE OF OPERATIONS
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that are based on our
beliefs as well as assumptions made by and information currently available to
us. When used in this report, the words "believe," "plan," "expect,"
"anticipate," "estimate," "intends," and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions. Should one or more of those risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, or
projected. We caution potential investors not to place undue reliance on any
such forward-looking statements, all of which speak only as of the date made.
BACKGROUND
VisiJet, Inc. develops and markets surgical devices for the field of
ophthalmology. Its initial products are based on the application of waterjet
technology to LASIK and cataract surgery. Potential customers include
physicians, surgical centers and hospitals.
VisiJet's predecessor ("Old Visijet") was incorporated on February 2,
1996, to develop and distribute medical products.
In 1998 Old Visijet, then a wholly owned subsidiary of SurgiJet, Inc.,
was spun off from SurgiJet, Inc. In 1998 SurgiJet, Inc. distributed the shares
of Old Visijet common stock to its shareholders. Upon the completion of this
distribution, SurgiJet, Inc. had no further ownership interest in Old Visijet.
Certain operating assets and liabilities were assumed by Old Visijet in
connection with this spin-off.
In December 2002 Old VisiJet entered into a merger agreement with Ponte
Nossa Acquisition Corp., a Delaware corporation that had been incorporated as a
blank check company in 1997. The agreement called for the merger of the two
companies into a single company through the merger of an acquisition subsidiary,
VisiJet Acquisition Corporation, into Old VisiJet. The merger was consummated on
February 11, 2003, and immediately thereafter, Old VisiJet was merged into Ponte
Nossa Acquisition Corp., and the surviving company's name was changed to
"VisiJet, Inc."
Under the terms of the Merger Agreement, 8,600,000 shares of the
Company's Common Stock were issued to the shareholders of Old Visijet. Also,
3,528,481 shares of Common Stock, and warrants to purchase an additional
4,528,481 shares of Common Stock, were issued to certain investors for cash
concurrently with the consummation of the merger. Since this transaction
resulted in the shareholders of Old Visijet acquiring a majority of the
outstanding shares of the Company, for financial reporting purposes the business
combination was accounted for as a reverse acquisition (i.e. a recapitalization
in which Old VisiJet is treated as the acquiror for financial accounting
purposes). As a result of the merger, the Company is continuing the business of
Old Visijet. Reference is made to the Company's Report on Form 8-K dated
February 11, 2003, as amended on April 23, 2003, and the Exhibits thereto.
6
GOING CONCERN
The Company has incurred net operating losses since inception, has
generated no revenue, and has working capital and shareholders' equity deficits.
The Company is likely to incur substantial operating losses as it continues its
research and development efforts until such time, if ever, as product sales,
royalties, license and other fees can generate sufficient revenue to fund its
continuing operations. The ability of the Company to continue as a going concern
is dependent on obtaining additional capital and financing until it is operating
at a profitable level. The Company intends to seek additional capital through
debt or equity offerings. There can be no assurance that any of these fundings
will be consummated in the necessary time frames needed for continuing
operations on terms favorable to the Company. If adequate funds are not
available in the future, the Company will be required to significantly curtail
its operating plans. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
Certain corporate overhead expenses, such as professional fees, salaries, rent
and travel are allocated to research and development based on estimates made by
management.
STOCK-BASED COMPENSATION
The Company accounts for equity instruments issued to employees for
services based on the fair value of the equity instruments issued and accounts
for equity instruments issued to other than employees based on the fair value of
the consideration received or the fair value of the equity instruments,
whichever is more reliably measurable. The Company accounts for stock based
compensation in accordance with SFAS 123, "Accounting for Stock-Based
Compensation." The provisions of SFAS 123 allow companies to either expense the
estimated fair value of stock options or to continue to follow the intrinsic
value method set forth in APB Opinion 25, "Accounting for Stock Issued to
Employees" (APB 25) but disclose the pro forma effects on net income (loss) had
the fair value of the options been expensed. The Company has elected to continue
to apply APB 25 in accounting for its stock option incentive plans.
DEPRECIATION
Depreciation of property and equipment is computed using the
straight-line method over estimated useful lives ranging from three to five
years.
USE OF ESTIMATES
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
7
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash, prepaid
expenses, accounts payable, and notes payable. The Company believes the fair
value of financial instruments approximate book value as of March 31, 2003.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2002, FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation, Transition and Disclosure" ("SFAS 148"). SFAS 148 amends the
disclosure requirements of SFAS No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123") to require prominent disclosures in both interim and
annual financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
SFAS 148 also amends SFAS 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. The Company will commence quarterly footnote disclosure
of the fair value based method of accounting for stock-based employee
compensation beginning at such time that a plan for such compensation is
implemented. As the Company has decided not to voluntarily adopt the SFAS 123
fair value method of accounting for stock-based employee compensation, the new
transition alternatives of SFAS 148 will not have a material impact on its
financial position or results of operations.
NOTE 3 - PROPERTY AND EQUIPMENT
At March 31, 2003, property and equipment consist of:
Computer and test equipment $ 24,076
Furniture and fixtures 16,067
Trade show equipment 47,002
------------
87,145
Less: Accumulated depreciation (40,899)
------------
$ 46,246
============
Depreciation expense for the quarter ended March 31, 2003 amounted to
$3,440, and amounted to $208,761 between inception and March 31, 2003.
NOTE 4 - NOTES PAYABLE
SURGIJET, INC.
On October 23, 1998, Old Visijet issued a demand promissory note in the
amount of $400,000 in favor of SurgiJet, Inc., a company then related through
common shareholders. A replacement note was executed on February 11, 2003 to
establish payment requirements and to increase the interest rate to 10% per
annum. Under the new note, the first payment, in the amount of $30,000 was
payable on February 11, 2003, the date of merger with the Company. Thereafter,
the note is payable in equal monthly installments of $15,000, including interest
on the first of each month until paid in full. At March 31, 2003 the principal
on this note was $355,000 as a result of payments made as described above.
Interest accrues on the unpaid principal at a variable interest rate based on
the prime rate. At March 31, 2003, accrued interest on the note was $2,301.
8
The validity of the underlying note, as well as the replacement note,
is disputed by VisiJet, which has commenced negotiations with SurgiJet, Inc. on
the disposition of the matter.
DENTAJET, INC.
During 2002, Old Visijet entered into a promissory note for a principal
sum of $91,000, plus interest at the rate of 10% per annum with DentaJet Inc., a
Nevada corporation ("DentaJet"), then related through common shareholders.
DentaJet continued to provide funding in 2003 and 2002 of $2,000 and
$70,000, respectively, totaling an aggregate loan amount of $163,000. Loan
payments were made against this note in 2002 totaling $27,482 leaving an
outstanding principal balance at March 31, 2003 of $135,518. Accrued interest on
this note totaled $13,131 at March 31, 2003. Pursuant to the merger agreement,
the loan is due and payable upon successful completion of an independent audit
of Old VisiJet's 2002 financial statements, verifying the amount due. The actual
amount due to Dentajet is currently the subject of negotiation with the involved
parties.
SHAREHOLDERS
During 2002, Old Visijet entered into a promissory note with Lance
Doherty, a shareholder of Old Visijet, for a principal sum of $19,000, plus
interest to accrue at a rate of 10% per annum. Total accrued interest on the
note is $2,276 at March 31, 2003. Pursuant to the merger agreement, the loan is
due and payable upon successful completion of an independent audit of Old
Visijet's 2002 financial statements, verifying the amount due. The actual amount
due to Mr. Doherty is currently the subject of negotiation with the involved
parties.
FINANCIAL ENTREPRENEURS, INC. ("FEI")
Pursuant to an agreement entered into in connection with the merger,
the Company entered into a note agreement with FEI, a significant shareholder of
the Company. The note is due on demand and bears no interest. The total amount
due at December 31, 2002 was $345,000. At the time of the merger, FEI converted
the promissory note held by it into 378,997 shares of the Company's common stock
at a conversion rate of $1.00 per share. There was no beneficial conversion
feature on this note.
FEI also funded certain expenditures of the Company during the
acquisition period. The Company entered into a promissory note agreement with
FEI on April 14, 2002 for such loan amounts, bearing an interest rate of 7.5%
per annum. During the first quarter of 2003, additional funding of $5,290 was
received, offset by a payment of $13,450. As of March 31, 2003, the aggregate
loan amount was $193,163 and accrued interest was $15,580.
9
NOTE 5 - COMMITMENTS
OPERATING LEASES
The Company's primary facility is leased through a property management
group. Rent expense was $15,540 for the quarter ended March 31, 2003.
On April 20, 2003, the Company expanded its facility to include an area
in the proximity to the rear of the building, increasing the leased area to
approximately 5,127 square feet. The Company plans to move its administrative
staff to this area, freeing up space in its existing facility to house R&D and
operations. Monthly rent will increase by $2,420, for a total of $7,600 per
month. Rent includes amounts for common area charges.
NOTE 6 - SHAREHOLDERS' EQUITY
On February 11, 2003, as a result of the merger with Old Visijet,
12,128,481 shares of the Company's Common Stock were issued in exchange for all
the shares of Old Visijet's Common Stock, including shares of Series A and B
Preferred Stock that were converted into Common Stock immediately prior to the
merger. In addition, warrants to purchase an additional 4,528,481 shares of
common stock were issued to certain investors concurrently with the consummation
of the merger.
Pursuant to an agreement entered into in connection with the merger,
FEI converted a promissory note held by it into 378,997 shares of Common Stock
at a conversion rate of $1.00 per share. Also, FEI agreed to cancel 7,957,000
shares of the Company's Common Stock owned by it, and the Company issued FEI a
five year warrant to purchase 1,500,000 shares of Common Stock at an initial
exercise price of $5.00 per share, with the exercise price increasing by $.50
per share each year. Also, pursuant to the same agreement, the Company issued to
Laurence M. Schreiber, its Secretary, Treasurer and Chief Operating Officer, a
five-year warrant to purchase 25,000 shares of its Common Stock at an exercise
price of $3.00 per share, and issued to Thomas F. DiMele, its former President,
a five year warrant to purchase 25,000 shares of its Common Stock at an exercise
price of $3.00 per share.
In connection with the merger, 236,000 shares of Common Stock were
issued to an individual in lieu of payment of a finder's fee.
In February, 2003, the Company issued 211,267 shares of common stock to
Randal A. Bailey, its President and Chief Executive Officer, and Larry L. Hood,
its Chief Engineer, in satisfaction of unpaid salary. See Note 7 below for
further details.
During the quarter ended March 31, 2003 the Company completed private
placement offerings with several investors. The private placements raised
$722,000, net of offering expenses, and the investors received 601,667 shares of
Common Stock and five year warrants to purchase 601,667 shares of Common Stock
at varying prices ranging from $2.50 to $3.25 per share, depending on the date
of issuance. The number of shares issuable and the exercise price of the
warrants may be subject to adjustment to reflect changes in the market price of
the Common Stock during the offering period.
10
NOTE 7 - COMPENSATION AGREEMENTS
On November 4, 2002, Old Visijet entered into agreements with Randal A.
Bailey, its President and Chief Executive Officer, and Larry Hood, its Director
of Engineering, to pay for consulting services previously rendered by them. The
total amount due related to these agreements at November 4, 2002 was $700,000,
and is to be paid as follows: $250,000 is payable over one to two years in
installments, at a 3.5% annual interest rate, and the remaining $450,000 was
converted into 211,267 shares of Common Stock of the Company, effective on the
date of the merger. At March 31, 2003, the balance on these notes was $237,658,
including $2,242 of accrued interest. A portion of these notes, $104,167, was
also reclassified as long term debt.
ITEM 2. Management's Discussion and Analysis or Plan of Operation.
VisiJet, Inc., formerly known as Ponte Nossa Acquisition Corp. (the
"Company" or "VisiJet"), is a Delaware corporation originally incorporated as a
blank check company on April 21, 1997. It is the result of a merger with
VisiJet, Inc., a California corporation ("Old VisiJet"), which was consummated
in 2003 Immediately following the merger, Old VisiJet was merged into Ponte
Nossa Acquisition Corp., and the surviving company's name was changed to
"VisiJet, Inc.".
First Quarter 2003 Compared to First Quarter 2002
The Company had no sales revenues to report for the quarters ended
March 31, 2003 and 2002. The net loss for the first quarter of 2003 was
$828,697, compared to $159,762 in the first quarter of 2002. The significantly
larger loss in 2003 resulted principally from increased general and
administrative and salary expenses associated with operating the Company
immediately after the merger, higher legal and consulting expenses incurred in
completing the merger, and increased research and development expenses as the
Company moved to commercialize its products following the merger.
General and administrative expenses increased to $676,009 in the first
quarter of 2003 from $86,617 in the first quarter of 2002. The increase is due
principally to administrative and salary expenses and legal and accounting fees
and costs associated with the acquisition and merger with Old VisiJet. The
Company resumed regular operations after the merger
Research and development expenses totaled $104,381 in the first quarter
of 2003, compared to $55,391 in the first quarter of 2002. The increase is
primarily due to additional research and development activity that had been
deferred for lack of funding, but was resumed with the funding available
immediately after the merger and associated financing.
11
Liquidity and capital resources
The Company funded its operations during the first quarter of 2003
through a series of private placements, which raised $722,000, net of offering
expenses, and the remaining funding of an additional $564,000 from certain
private venture investors completing their initial round financing of
$1,125,000.
The Company will require additional financing to achieve growth in
operations and to bring its products to the marketplace. The Company is in the
process of seeking additional capital through the private placement of common
stock to accredited investors. The purpose of the offering is to fund continuing
research and development, hire additional employees, purchase new equipment, and
provide working capital.
Item 3. Controls and Procedures.
Under the supervision and with the participation of our Chief Executive
Officer and Principal Accounting Officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on this
evaluation, our Chief Executive Officer and the Principal Accounting Officer
concluded that the Company's disclosure controls and procedures are effective.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports under the Exchange Act are processed and
reported within the time periods specified by law. The design of any such system
of controls is based in part on assumptions about the likelihood of future
events, and there can be no assurance that any such system of controls will
succeed in all circumstances.
Since the date of the evaluation described above, there have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On February 5, 2003, a claim was filed against the Company by an
outside consultant claiming that the consultant is entitled to a commission
arising out of the merger between the Company and Old Visijet. The complaint
alleges that the plaintiff is entitled to 105,000 shares of the Company's Common
Stock. The Company denies the material allegations of the complaint and plans to
vigorously contest the action.
12
Item 2. Changes in Securities
During the three months ended March 31, 2003 the Company issued
12,128,481 shares of Common Stock in connection with the merger of old VisiJet.
The shares were issued to approximately 150 shareholders of Old VisiJet. The
Company believes the issuance was exempt from the registration requirements of
the Securities Act of 1933, as amended, by reason of Section 3(a) (10) thereof.
During the three months ended March 31, 2003, the Company issued
378,997 shares of Common Stock to Financial Entrepreneurs Incorporated upon
conversion of a promissory note held by it, at a conversion rate of $1.00 per
share. Also, FEI agreed to cancel 7,957,000 shares of the Company's Common Stock
owned by it, and the Company issued FEI a five year warrant to purchase
1,500,000 shares of Common Stock at an initial exercise price of $5.00 per
share, with the exercise price increasing by $.50 per share each year.
During the three months ended March 31, 2003, the Company issued to
Laurence M. Schreiber, its Secretary, Treasurer and Chief Operating Officer, a
five-year warrant to purchase 25,000 shares of its Common Stock at an exercise
price of $3.00 per share, and issued to Thomas F. DiMele, its former President,
a five year warrant to purchase 25,000 shares of its Common Stock at an exercise
price of $3.00 per share.
During the three months ended March 31, 2003, in connection with the
merger with Old VisiJet, the Company issued 236,000 shares of Common Stock to an
individual in lieu of payment of a finder's fee.
During the three months ended March 31, 2003, the Company issued
211,267 shares of common stock to Randal A. Bailey, its President and Chief
Executive Officer, and Larry L. Hood, its Chief Engineer, in satisfaction of
unpaid salary.
During the three months ended March 31, 2003 the Company issued 601,667
shares of Common Stock and five year warrants to purchase 601,667 shares of
Common Stock, exercisable at varying prices ranging from $2.50 to $3.25 per
share, depending on the date of issuance, to a small group of private investors.
The number of shares issuable and the exercise price of the warrants may be
subject to adjustment to reflect changes in the market price of the Common Stock
during the offering period.
Except for the issuance described in the first paragraph, the Company
believes all of the issuances were exempt from the registration provisions of
the Securities Act of 1933, as amended, by reason of section 4(2) thereof and
Regulation D thereunder.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters To a Vote of Securities Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits
99.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
a) Report on Form 8-K, dated February 11, 2003, filed on February 14,
2003, describing the merger between the Company and Old Visijet.
b) Amendment No. 1 to Report on Form 8-K filed on April 28, 2003.
13
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.
VisiJet, Inc.,
a Delaware corporation
By: /s/ Laurence Schreiber
-----------------------------
Laurence Schreiber, Secretary
Date: May 20, 2003
14
CERTIFICATION
I, Randal A. Bailey, principal executive officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of VisiJet,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the date of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003 By: /s/ Randal A. Bailey
------------------------
Randal A. Bailey, President
15
CERTIFICATION
I, Laurence M. Schreiber, principal financial officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of VisiJet,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
d) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the date of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
c) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003 By: /s/ Laurence M. Schreiber
-----------------------------------
Laurence M. Schreiber, Chief Financial
Officer
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