<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 March 31, 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 0-25611
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.)
2600 Michelson Drive, Suite 490, Irvine,
California 92612
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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 of 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 No X
--- ---
As of March 31, 1999, the Company had 500,000 shares of its $.001 par value
common stock issued and outstanding.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Condensed Balance Sheet at March 31, 1999...........................
Unaudited Condensed Statements of Operations for the three month periods
ended March 31, 1999 and 1998 and for the period from inception
(April 21, 1997) to March 31, 1999............................................
Unaudited Condensed Statements of Cash Flows for the three month periods ended
March 31, 1999 and 1998 and for the period from inception (April 21, 1997) to
March 31, 1999................................................................
Notes to Unaudited Condensed Financial Statements.............................
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
MARCH 31, 1999
<TABLE>
<S> <C>
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 679
Deficit accumulated during the development stage (1,179)
-------
NET SHAREHOLDERS' EQUITY
--
-------
$ --
-------
-------
</TABLE>
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED MARCH 31, (APRIL 21 1997)
-------------------------------- TO MARCH 31,
1999 1998 1999
---- ---- ---------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 330 $ 100 $ 1,179
-------- -------- -------
NET LOSS $ (330) $ (100) $(1,179)
-------- -------- -------
-------- -------- -------
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.001) $ --
-------- --------
-------- --------
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
THREE MONTHS FROM INCEPTION
ENDED MARCH 31, (APRIL 21, 1997)
------------------------ TO MARCH 31,
1999 1998 1999
---- ---- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (330) $(100) $(1,179)
Adjustments to reconcile net loss to net cash
used by operating activities: -- -- --
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Net cash used by operating activities (330) (100) (1,179)
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CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
------- ----- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock -- -- 500
Capital contribution 330 100 679
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Net cash provided by financing activities 330 100 1,179
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Net increase (decrease) in cash -- -- --
------- ----- -------
CASH, BEGINNING OF PERIOD -- -- --
------- ----- -------
CASH, END OF PERIOD $ -- $ -- $ --
------- ----- -------
------- ----- -------
</TABLE>
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PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 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 three months ended March 31,
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 March 31, 1999 there were no dilutive
convertible shares, stock options or warrants.
<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 March
31, 1999, the Company had no assets or liabilities. The Company was
originally capitalized with $500 in April 1997. Between April 1997 and March
31, 1999, the management of the Company (who also are the controlling
shareholders of the Company) have contributed an additional $2,118 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 report 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 report, 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 described in the section "Part I,
Item 1, Description of Business--Risk Factors" of the Company's Registration
Statement on Form 10-SB on file with the Commission. 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.
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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.
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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 CORP.,
a Delaware corporation
Date: August 2, 1999 By: /s/ DANILO CACCIAMATTA
---------------------------------
Danilo Cacciamatta,
Chief Executive Officer and Chief
Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
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0
0
<COMMON> 500
<OTHER-SE> (500)
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<OTHER-EXPENSES> 330
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<NET-INCOME> (330)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
