<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q-SB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
_______________ to _______________
Commission File Number 0-_______
PONTE NOSSA ACQUISITION CORP.
(Name of Small Business Issuer in its charter)
Delaware 33-0838660
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
(949) 475-9600
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No -------
As of September 30, 1999, the Company had 500,000 shares of its $.001 par value
common stock issued and outstanding.
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PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheet at September 30, 1999........
Unaudited Condensed Consolidated Statements of Operations for the
three and nine month periods ended September 30, 1999 and 1998
and for the period from inception (April 21, 1997) to
September 30, 1999.....................................................
Unaudited Condensed Consolidated Statements of Cash Flows for the
nine month periods ended September 30, 1999 and 1998 and for the
period from inception (April 21, 1997) to September 30, 1999................
Notes to Condensed Consolidated Financial Statements........................
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
(Unaudited)
September 30, 1999
ASSETS
TOTAL ASSETS $ -
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
-------------
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,
500,000 shares issued and outstanding 500
Additional paid in capital 5,428
Deficit accumulated during the development stage (5,928)
-------------
NET SHAREHOLDERS' EQUITY -
-------------
$ -
=============
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
----------------------------- TO SEPTEMBER 30,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
Costs and expenses:
General and administrative expenses $ 3,310 $ 190 $ 5,928
------------- ------------- -------------
NET LOSS $ (3,310) $ (190) $ (5,928)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.01) $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
----------------------------- TO SEPTEMBER 30,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
Costs and expenses:
General and administrative expenses $ 5,079 $ 515 $ 5,928
------------- ------------- -------------
NET LOSS $ (5,079) $ (515) $ (5,928)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.01) $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
----------------------------- SEPTEMBER 30,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,079) $ (515) $ (5,928)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
------------- ------------- -------------
Net cash used by operating activities (5,079) (515) (5,928)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - 166 500
Capital contribution 5,079 349 5,428
------------- ------------- -------------
Net cash provided by financing activities 5,079 515 5,928
------------- ------------- -------------
Net increase (decrease) in cash - - -
------------- ------------- -------------
CASH, BEGINNING OF PERIOD - - -
------------- ------------- -------------
CASH, END OF PERIOD $ - $ - $ -
============= ============= =============
</TABLE>
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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 nine months ended September
30, 1999 are not necessarily indicative of the results for any future
period. These statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December
31, 1998.
NOTE B - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------------------
Organization
------------
The Company was formed on April 21, 1997 under the laws of the state of
Delaware. From inception, 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.
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 net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that
all dilutive convertible shares, stock options and warrants were converted
or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period. At September 30, 1999 there were no
dilutive convertible shares, stock options or warrants.
(continued)
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE C - SHAREHOLDERS' EQUITY
- -----------------------------
In April 1997, the Company issued 420,000 shares of common stock at a
price of $.001 per share to its founders. The Company also issued 80,000
shares of common stock at a price of $.001 per share in a limited private
placement to 50 investors.
NOTE D - 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATIONS
The Company was organized in April 1997 for the purpose of listing its
securities on an electronic stock exchange and then 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. The
Company has not yet engaged in business and has had no revenues. As of September
30, 1999, the Company had no assets or liabilities. The Company was originally
capitalized with $500 in April 1997 and since then management of the Company
(who also are the controlling shareholders of the Company) have contributed an
additional $5,428 to the capital of the Company. Management expects that the
Company's working capital requirements will be nominal and will be satisfied
through additional capital contributions by management as required.
FORWARD LOOKING STATEMENTS
This Registration Statement contains forward-looking statements that
are based on the Company's beliefs as well as assumptions made by and
information currently available to the Company. When used in this Registration
Statement, the words "believe," "endeavor," "expect," "anticipate," "estimate,"
"intends," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions which described in Part I, Item 1, Description of Business - Risk
Factors," above. Should one or more of those risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. The Company cautions
potential investors not to place undue reliance on any such forward-looking
statements all of which speak only as of the date made.
<PAGE>
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.
Exhibit 27.
(b) Reports on Form 8-K
Inapplicable.
<PAGE>
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 CORP.,
a Delaware corporation
Date: November 22, 1999 By: /s/ DANILO CACCIAMATTA
---------------------------------
Danilo Cacciamatta,
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,310
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,310)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,310)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,310)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
