UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2002
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from _________ to _________
Commission File No. 0-25611
PONTE NOSSA ACQUISITION CORP.
(Name of Small Business Issuer in Its Charter)
DELAWARE 33-0838660
(State of Incorporation) (IRS Employer Identification No.)
18271 McDurmott West, Suite A-1,
IRVINE, CA.
(Address of Principal Executive Offices)
92614
(Zip Code)
949-474-7020
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 12 months and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
As of March 31, 2002, the Company had 13,000,000 shares of its common
stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
-------- -------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet at March 31, 2002 (Unaudited)
Statements of Operations (Unaudited) Three months ended March 31,
2002 and 2001
Statements of Operations (Unaudited) Three months ended March 31, 2002
and 2001
Statements of Cash Flows (Unaudited) Three months ended March 31, 2002
and 2001
Notes to Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
Item 1. Financial Statements
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
(Unaudited)
March 31, 2002
ASSETS
TOTAL ASSETS $ -0-
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Due to related parties-current 84,628
----------
TOTAL LIABILITIES $ 84,628
==========
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding
Common stock, 20,000,000 shares authorized, $.001 par value, $ 13,000
13,000,000 shares issued and outstanding
Additional paid in capital $ 13,001
Deficit accumulated during the development stage (110,629)
----------
NET SHAREHOLDERS' EQUITY $ (84,628)
==========
The accompanying notes are an integral part of these statements.
3
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)
THREE MONTHS
ENDED MARCH 31,
2002 2001
COSTS AND EXPENSES
General and administrative expenses $ 33,045 $ 1,145
------------ -------------
NET LOSS $ (33,045) $ (1,145)
============ =============
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ -- $ --
============ =============
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
13,000,000 13,000,000
============ =============
The accompanying notes are an integral part of these statements.
4
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)
CUMULATIVE
FROM INCEPTION
THREE MONTHS (April 21, 1997)
ENDED MARCH 31, TO MARCH 31, 2002
--------------------------- -----------------
2002 2001
------------- ------------- -------------
COSTS AND EXPENSES
General and administrative
Expenses $ 33,045 $ 1,145 $ 110,629
------------- ------------- -------------
NET LOSS $ (33,045) $ (1,145) $ (110,629)
============= ============= =============
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $ -- $ -- $ --
============= ============= =============
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,000,000 13,000,000
The accompanying notes are an integral part of these statements.
5
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
(Unaudited)
CUMULATIVE
FROM INCEPTION
THREE MONTHS (April 21, 1997)
ENDED MARCH 31, TO MARCH 31, 2002
-------------------------- -----------------
2002 2001
--------- ---------
CASH FLOW FROM
OPERATING ACTIVITIES:
Net Loss $ 33,045 $ 1,145 $ 110,629
---------- ---------- ----------
Adjustments to reconcile net
loss to net cash used by
operating activities:
Net Cash used by operating activities $ (33,045) $ (1,145) $(110,629)
========== ========== ==========
CASH FLOWS FROM
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock $ -- $ -- $ 500
Capital contribution -- 1,145 25,501
Advance from related party $ 33,045 -- 84,628
---------- ---------- ----------
Net cash provided by
financing activities $ 33,045 $ 1,145 $ 110,629
---------- ---------- ----------
Net increase (decrease) in cash
CASH, BEGINNING
OF PERIOD $ -- $ -- $ --
========== ========== ==========
CASH END OF PERIOD $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of theses statements.
6
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Ponte Nossa
Acquisition Corp. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2002 are not necessarily indicative
of the results for any future period. These statements should be read in
conjunction with the Company's financial statements and notes thereto for the
year ended December 31, 2001.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. Additional capital infusion is necessary in
order to 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 raise additional funds through
equity offerings. However, there can be no assurance that management will be
successful in this endeavor.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company was organized in April 1997 for the purpose of acquiring an
interest in a suitable operating business, which may include assets or shares of
another entity to be acquired by the Company directly or through a subsidiary,
and then listing its securities on an electronic stock exchange. The Company has
not yet engaged in business and has had no revenues. As of March 31, 2002, the
Company had no assets. The Company's plan of operation over the next 12 months
is to complete its proposed merger with VisiJet, Inc. or, if unsuccessful, to
search for an alternative acquisition candidate. Management's search for a
suitable acquisition candidates will consist exclusively of contacting
acquaintances in the business and investment banking community who are likely to
know of operating businesses that might be interested in conducting a
reorganization with the a blank check company. Management does not intend to
conduct any advertising or proactive campaign to locate a suitable acquisition
candidate. The Company does not expect to hire any additional employees until
7
such time as an operating company is acquired. Management believes that the
Company may require up to an additional $20,000 over the next 12 months in order
to satisfy its working capital requirements. The Company expects to acquire such
additional funds from advances or contributions to capital by management.
However, management is under no obligation to make additional capital
contributions and there can be no assurance management will do so. In the event
management is unable or unwilling to contribute additional capital to the
Company, management will seek to obtain the necessary capital from other
sources. However, management does not believe that there will be many, if any,
sources of alternative sources of capital for the Company until such time as it
reorganizes with an operating company. In the event management fails to provide
or arrange for additional contributions to capital, it is unlikely that the
Company will be able to conduct its current level of operations or acquire a
suitable operating company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable
Item 2. Changes in Securities and Use of Proceeds.
Inapplicable.
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable
Item 5. Other Information
Inapplicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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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.
PONTE NOSSA ACQUISITION CORPORATION
Dated: May 15, 2002 /S/ THOMAS F. DIMELE
-----------------------------
By: Thomas F. DiMele
Its: President
/S/ LAURENCE SCHREIBER
----------------------------
By: Laurence Schreiber
Its: Chief Financial Officer