UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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 June 30, 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 June 30, 2002, the Company had 13,435,000 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 Sheets at June 30, 2002 and December 31, 2001 (Audited) 4
Statements of Operations for the three and six months ended
June 30, 2002 and 2001 and the period April 21, 1997
(inception) to June 30, 2002 5
Statements of Cash Flows for the six months ended June 30, 2002
and 2001 and the period April 21, 1997 (inception) to
June 30, 2002 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Description Page
----------- ----
Balance Sheets at June 30, 2002 and December 31, 2001 (Audited) 4
Statements of Operations for the three and six months ended
June 30, 2002 and 2001 and the period April 21, 1997
(inception) to June 30, 2002 5
Statements of Cash Flows for the six months ended June 30,
2002 and 2001 and the period April 21, 1997 (inception) to
June 30, 2002 6
Notes to Financial Statements 7
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Balance Sheet
(Unaudited)
June 30, December 31,
2002 2001 (audited)
---------- ----------
ASSETS
Current assets:
Cash $ 41,717 $ --
Notes receivable 237,180 --
---------- ----------
Total assets $ 278,897 $ --
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 650 $ 8,000
Due to related parties 196,589 51,583
Notes payable 237,180 --
---------- ----------
Total liabilities 434,419 59,583
---------- ----------
Shareholders' 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,
13,435,000 and 500,000 shares issued and outstanding
at June 30, 2002 and 2001, respectively 13,435 13,000
Additional paid in capital 483,566 13,001
Deficit accumulated during development stage (652,523) (85,584)
---------- ----------
Net shareholders' deficit (155,522) (59,583)
---------- ----------
Total liabilities and shareholders' deficit $ 278,897 $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
3
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative from
Inception (April 21,
Three Months Ended June 30, Six Months Ended June 30, 1997) to June 30,
----------------------------- ----------------------------- -------------
2002 2001 2002 2001 2002
------------- ------------- ------------- ------------- -------------
Interest income $ 1,180 $ 1,180 $ 1,180
------------- ------------- ------------- ------------- -------------
Expense
General and administrative expense 202,505 $ 870 $ 227,550 $ 2,015 313,134
Investor settlement fee 336,000 336,000 336,000
Other expense
Interest expense 4,569 4,569 4,569
------------- ------------- ------------- ------------- -------------
Total expense 543,074 870 568,119 2,015 653,703
------------- ------------- ------------- ------------- -------------
Net loss $ (541,894) $ (870) $ (566,939) $ (2,015) $ (652,523)
------------- ------------- ------------- ------------- -------------
Net loss per common share - basic and diluted $ (0.0403) $ (0.0017) $ (0.0422) $ (0.0040)
------------- ------------- ------------- -------------
Basic and diluted weighted average
number of common shares outstanding 13,435,000 500,000 13,435,000 500,000
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
4
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Inception
(April 21,
1997) to
Six Months Ended June 30, June 30,
----------------------- ----------
2002 2001 2002
---------- ---------- ----------
Cash flows from operating activities
Net loss $(566,939) $ (2,015) $(652,523)
Adjustment to reconcile net loss to net
cash used by operating activities - accounts payable (7,350) 650
Common stock issued in exchange for investor settlement fee 336,000 -- 336,000
---------- ---------- ----------
Net cash used by operating activities (238,289) (2,015) (315,873)
---------- ---------- ----------
Cash flows from investing activities
Loan to VisiJet (236,000) -- (236,000)
---------- ---------- ----------
Net cash used in investing activities (236,000) -- (236,000)
---------- ---------- ----------
Cash flows from financing activities
Issuance of common stock 135,000 2,015 161,001
Proceeds from note payable 236,000 236,000
Advance from related party 145,006 -- 196,589
---------- ---------- ----------
Net cash provided by financing activities 516,006 2,015 593,590
---------- ---------- ----------
Net increase in cash 41,717 -- 41,717
Cash, beginning of period -- -- --
---------- ---------- ----------
Cash, end of period $ 41,717 $ -- $ 41,717
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
5
Ponte Nossa Acquisition Corp.
Notes to Unaudited Financial Statements
June 30, 2002
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Ponte Nossa Acquisition Corp.
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the instructions to form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments, consisting of normal
recurring items, necessary for a fair presentation have been included. Operating
results for the three and six months ended June 30, 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 footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
NOTE 2 - 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 June 30, 2002 and 2001 there were no dilutive
convertible shares, stock options or warrants.
NOTE 3 - NOTES RECEIVABLE
The notes receivable balance includes a $236,000 senior promissory note plus
accrued interest of $1,180 from VisiJet Inc., ("VisiJet"), a privately held
ophthalmic device company. The note was received in May 2002 in exchange for
providing working capital funding to VisiJet. The note plus accrued interest,
which matures in May 2003, is payable upon the earlier of i) the date on which
the closing of the transactions of the merger agreement by and between the
Company and VisiJet, ii) termination of the merger agreement, iii) sale of the
Company or iv) the maturity date. The recoverability of the note is evaluated at
least annually considering the projected future cash flow of the VisiJet.
Ponte Nossa Acquisition Corp.
Notes to Unaudited Financial Statements
June 30, 2002
NOTE 4 - NOTES PAYABLE
In May 2002, the Company issued a senior secured promissory note in the
aggregate principal amount of $236,000, receiving net proceeds of $236,000.
Interest on the note is stated at 3% per annum. The net proceeds from the note
issuance were subsequently loaned to VisiJet in order to fund the working
capital requirements of VisiJet as set forth in VisiJet's budget (see Note 3).
Principal and accrued interest are payable on the earlier of i) the date on
which the closing of the transactions of the merger agreement by and between the
Company and VisiJet, ii) termination of the merger agreement, iii) sale of the
Company or iv) the maturity date in May 2003. The note is collateralized by a
security interest in certain assets and common stock of the Company. As of June
30, 2002 senior secured promissory notes payable amounts to $237,180, including
accrued interest of $1,180.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company's largest shareholder, Financial Entrepreneurs Incorporated ("FEI"),
has funded certain expenditures of the Company. On April 14, 2002, the Company
entered into a Promissory Note with FEI for amounts loaned to the Company
bearing an interest rate of 7.5% per annum. As of June 30, 2002, current due to
related parties in the Company's balance sheet amounts to $196,589, including
accrued interest of $3,389.
NOTE 6 - STOCKHOLDERS' EQUITY
In April 2002, the Company issued 300,000 shares of restricted common stock to
an investor in consideration for the investor's cancellation of a warrant to
purchase 5,500,000 shares of the Company's common stock for $100,000 dated
October 26, 2001. The Company valued the common stock based on the market price
as of the close of business on April 9, 2002. As a result of the settlement, the
Company incurred total investor fees expense of $336,000.
In May 2002, the Company completed a private placement offering of common stock
and warrants with a single investor. The private placement raised $150,000 (less
$15,000 in expenses). The investor received 135,000 shares of common stock and
warrants to purchase an additional 135,000 common shares. The initial exercise
price of the warrants is $2.50 per share, escalating at a rate of $0.50 per
share over a five year term.
The proceeds from the above transactions were used for general working capital,
administrative expenses, legal and accounting fees.
NOTE 7 - 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.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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.
In April 2002, the Company issued 300,000 shares of common stock to an
individual, in consideration for the individual's agreement to cancel a warrant,
dated October 26, 2001, to purchase 5,500,000 shares of the Company's common
stock for an exercise price of $100,000. The Company valued the common stock
based on the market price as of the close of business on April 9, 2002. As a
result of the settlement, the Company incurred total investor fees expense of
$336,000.
In May 2002, the Company completed a private placement of common shares
and warrants for $150,000 with a single investor. The investor received 135,000
shares of common stock and warrants exercisable at $2.50 per share over the
term. The term of the warrant is for five years, and the price escalates at the
rate of $0.50 per year.
The Company used the proceeds for general working capital,
administrative expenses, legal and accounting fees.
Additionally, in May 2002 the Company issued a secured promissory note
resulting in proceeds of $236,000. This initial funding of $236,000 was provided
by Wharton Equity Partners, a New York based company specializing in emerging
growth investments. The $236,000 was made available to Visijet, Inc., a
privately held ophthalmic device company, to fund its continuing progress
towards bringing its products to market and completing its merger with the
Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable
Item 2. Changes in Securities and Use of Proceeds.
During the period the Company issued 135,000 shares of Common Stock
(and five year warrants for an additional 135,000) for $150,000 to a single
investor. The initial exercise price of the warrants is $2.50 per share, which
escalates at the rate of $0.50 per year. The Company also issued 300,000 shares
of common stock to an individual, in consideration for the individual's
agreement to cancel a warrant to purchase 5,500,000 shares of the Company's
common stock for an exercise price of $100,000.
The Company believes the foregoing issuances were exempt from the
registration requirements of the Securities Act 1933 by reason of Section 4(2)
thereof and Regulation D thereunder.
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
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.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this Amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PONTE NOSSA ACQUISITION CORPORATION
Dated: December 6, 2002 /s/ Thomas F. DiMele
-----------------------------------
By: Thomas F. DiMele
Its: President
/s/ Laurence Schreiber
-----------------------------------
By: Laurence Schreiber
Its: Chief Financial Officer