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 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 13,135,000 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
2
Item 1. Financial Statements
Financial Statements (Unaudited)
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
3
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,
13,135,000 and 500,000 shares issued and outstanding
at June 30, 2002 and 2001, respectively 13,135 13,000
Additional paid in capital 162,866 13,001
Deficit accumulated during development stage (331,523) (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.
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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 $ 1,180 180 $ 1,180 80 $ 1,180
------------- ------------- ------------- ------------- -------------
Expense
General and administrative expense 217,505 $ 870 $ 242,550 $ 2,015 328,134
Other expense
Interest expense 4,569 -- 4,569 -- 4,569
------------- ------------- ------------- ------------- -------------
Total expense 222,074 870 247,119 2,015 332,703
------------- ------------- ------------- ------------- -------------
Net loss $ (220,894) $ (870) $ (245,939) $ (2,015) $ (331,523)
------------- ------------- ------------- ------------- -------------
Net loss per common share - basic and diluted $ (0.0168) $ (0.0017) $ (0.0187) $ (0.0040)
------------- ------------- ------------- -------------
Basic and diluted weighted average
number of common shares outstanding 13,135,000 500,000 13,135,000 500,000
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
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PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative From
Inception (April 21,
Six Months Ended June 30, 1997) to June 30,
------------------------------- --------------------
2002 2001 2002
-------------- -------------- --------------
Cash flows from operating activities
Net loss $ (245,939) $ (2,015) $ (331,523)
Adjustment to reconcile net loss to net
cash used by operating activities - accounts payable (7,350) -- 650
-------------- -------------- --------------
Net cash used by operating activities (253,289) (2,015) (330,873)
-------------- -------------- --------------
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 150,000 -- 150,500
Proceeds from note payable 236,000 -- 236,000
Capital contributions -- 2,015 25,501
Advance from related party 145,006 -- 196,589
-------------- -------------- --------------
Net cash provided by financing activities 531,006 2,015 608,590
-------------- -------------- --------------
Net increase (decrease) 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.
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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.
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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 Entrepenuers 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 - 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.
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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 classified as a development stage company
because its principal activities involve seeking to acquire business
opportunities.
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 for an additional 135,000 shares,
exercisable over a five year term. The initial exercise price of the warrants is
$2.50 per share, which 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 announced it received $236,000 in
a bridge loan in connection with the completion of its proposed merger with
Visijet, Inc., a privately held ophthalmic device company. This initial funding
of $236,000 was provided through Wharton Equity Partners, a New York based
company specializing in emerging growth investments. The $236,000 was then
loaned to Visijet, Inc. 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 believes the issuance was
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
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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 report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PONTE NOSSA ACQUISITION CORPORATION
Dated: August 14, 2002 /s/ Thomas F. DiMele
-----------------------------------
By: Thomas F. DiMele
Its: President
/s/ Laurence Schreiber
-----------------------------------
By: Laurence Schreiber
Its: Chief Financial Officer
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