Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 9, 2002
Ponte Nossa Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-25611 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
18271 McDurmott West, Suite A-1
Irvine, California 92614
(Address of principal executive offices)
Registrant's telephone number, including area code:
(949) 474-7020
Not Applicable
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
On May 9, 2002 the Registrant engaged Peterson & Co., certified public
accountants, as the Registrant's independent accountants to report on the
Company's balance sheet as of December 31, 2001, and the related combined
statements of income, stockholders' equity and cash flows for the year then
ended. The decision to appoint Peterson & Co. was approved by the Registrant's
Board of Directors.
The Registrant dismissed Baron Accountancy Corp. as its auditors. The
firm had served as the Registrant's independent accountants for the past two
fiscal years. Except for an explanatory paragraph concerning the Registrant's
ability to continue as a going concern, such accountant's report on the
Registrant's financial statements for the past two years did not contain an
adverse opinion or disclaimer of opinion, nor were the opinions modified as to
uncertainty, audit scope or accounting principles, nor were there any events of
the type requiring disclosure under Item 304(a)(1)(v) of Regulation S-K under
the Securities Act. There were no disagreements with Baron Accountancy Corp.,
resolved or unresolved, on any matter of accounting principles or practices,
financial disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Baron Accountancy Corp, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Peterson & Co., neither the Registrant
nor anyone on the Registrant's behalf consulted with Peterson & Co. regarding
either (i) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements or (ii) any matter that was
either the subject of a "disagreement" or a "reportable event."
The Registrant has requested Baron Accountancy Corp. to review the
disclosure contained herein and has provided Baron Accountancy Corp. the
opportunity to furnish the Registrant with a letter addressed to the Commission
containing any new information, clarification of the Registrant's expression of
Baron Accountancy Corp. views, or the respects in which Baron Accountancy Corp.
does not agree with the statements contained herein. Baron Accountancy Corp. has
reviewed the disclosure contained herein and has provided to the Registrant a
letter addressed to the Securities and Exchange Commission stating that it has
reviewed the disclosure provided in this Current Report and has no disagreement
with the relevant portions of this disclosure, pursuant to the requirements of
Item 304(a)(3) of Regulation S-K. A copy of such letter is filed as Exhibit 16.1
to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit 16.1 Letter From Baron Accountancy Corp.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ponte Nossa Acquisition Corp.
By: /s/ Thomas DiMele
-------------------------
Thomas DiMele, President
Date: May 14, 2002
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