SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PONTE NOSSA ACQUISITION CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
732462205
(CUSIP Number)
NORTON COOPER
FINANCIAL ENTREPRENEURS INCORPORATED
300 SOUTH 4TH STREET
LAS VEGAS, NV 89101
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
NOVEMBER 9, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ].
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. Schedule 13D Page 2 of 4 pages
________________________________________________________________________________
1. Name of Reporting Persons.
S.S. or I.R.S. Identification Nos. of above persons (entities only).
Financial Entrepreneurs Incorporated
FEDERAL EMPLOYER IDENTIFICATION NUMBER: 86-0859043
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group* (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
AF
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
Nevada
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 10,768,004 shares
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0 shares
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 10,768,004 shares
WITH _________________________________________________________________
10. Shared Dispositive Power
0 shares
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,768,004
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
Approximately 83%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
CO
________________________________________________________________________________
CUSIP NO. Schedule 13D Page 3 of 4 pages
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, par value $ .001
per share (the "Shares") of Ponte Nossa Acquisition Corp., a Nevada corporation
(the "Issuer"). The address of the Issuer is 18271 McDurmott West, Suite A-1,
Irvine, California 92614.
Item 2. Identity and Background
Financial Entrepreneurs Incorporated is a Nevada corporation engaged in
the investment and financial services business. Its address is 300 South 4th
Street, Las Vegas, NV 89101.
Financial Entrepreneurs Incorporated has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Financial Entrepreneurs Incorporated has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds were loaned to Financial Entrepreneurs, Incorporated by
Norton Cooper, its President.
Item 4. Purpose of Transaction.
Financial Entrepreneurs Incorporated acquired the securities to obtain
control of the issuer.
Item 5. Interest in Securities of the Issuer:
Financial Entrepreneurs Incorporated beneficially owns 10,768,004
shares. The Shares beneficially owned by Financial Entrepreneurs Incorporated
constitute approximately 83% of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None
CUSIP NO. SCHEDULE 13D Page 4 of 4 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
December 11 , 2001
Financial Entrepreneurs Incorporated,
a Nevada corporation
By /s/ Norton Cooper
-------------------------------------
Norton Cooper, President