UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
[ ] 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 or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
400 630-8TH AVE SW
CALGARY, ALBERTA CANADA T2P 1G6
(Address of Principal Executive Offices) (Zip Code)
(403) 209-6125
(Issuer's Telephone Number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.001
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
----
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year. $ 0
The aggregate market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of February
23, 2000 (See definition of affiliate in rule 12b-2 of the Exchange Act.),
totals 97,416.
The number of shares outstanding of each of the issuers classes of common
equity, as of March 31, 2000, totals 500,000.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc. )
into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).
None.
Transitional Small Business Disclosure Format (check one):
Yes No X
----
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TABLE OF CONTENTS
PART I
Item 1 Description of Business.
Item 2 Description of Property.
Item 3 Legal Proceedings.
Item 4 Submission of Matters to a Vote of Security Holders.
PART II
Item 5 Market for Common Equity and Related Stockholder Matters.
Item 6 Management's Discussion and Analysis.
Item 7 Financial Statements.
Item 8 Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Item 10 Executive Compensation.
Item 11 Security Ownership of Certain Beneficial Owners and Management.
Item 12 Certain Relationships and Related Transactions.
Item 13 Exhibits and Reports on Form 8-K.
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INTRODUCTORY NOTE
This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Ponte Nossa Acquisition Corp., a Delaware corporation (the "Company"), was
incorporated on April 21, 1997. The Company's administrative offices are located
at 400 630-8th Ave SW, Calgary, Alberta, T2P 1G6, telephone (403) 209-6125.
The Company has not yet engaged in business and has had no revenues.
GENERAL
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 is newly formed and has no assets, revenues or operations. The Company
and companies of this sort are commonly referred to as "public shell
corporations" and the transactions through which public shell corporations
acquire an interest in a suitable operating business are commonly referred to as
"shell reorganizations." Management believes that certain privately held
businesses are interested in "going public" through a shell reorganization for a
variety of reasons. In the opinion of management, the most common motivation is
the belief that the private business' reconstitution as a publicly traded
corporation will aid the business in obtaining private equity capital on the
theory that investors are more interested in purchasing equity securities for
which a public market exists.
In selecting a suitable business opportunity, management of the Company intends
to focus on the potential for future profits and strength of current operating
management of the business opportunity. Management believes that the greatest
potential lies in technology and goods or products-related industries, rather
than principally service industries. Nevertheless, this shall not preclude any
other category of business or industry to be investigated and evaluated by the
Company as opportunities arise.
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The Company will conduct its own investigation to identify a business it can
acquire. After selecting a potential acquisition candidate, management may
prepare a business plan using its general experience and business acumen, or
hire consultants to prepare analyses of the business' capital, production,
marketing, labor and other related requirements. To date, management has
conducted no investigations of any business or company nor has it met with
representatives of any company or business. There can be no assurance that
management of the Company will ever be able to locate a suitable business
opportunity interested in reorganizing with the Company or that management has
the requisite experience to recognize and understand a business operation that
would benefit the Company. In the event that management is able to locate what
it considers to be a suitable business opportunity, there can be no assurance
that such business will be successful.
Management believes that the reorganization of the Company with a suitable
operating business will be in the form of a stock-for-stock exchange conducted
pursuant to a written stock purchase agreement. Management intends to pursue a
structure that will provide for a tax free reorganization under Sections 355 and
368 of the Internal Revenue Code of 1986, as amended. Management expects that
the terms of the stock purchase agreement will require the owners of the
operating business to transfer the entire equity ownership of the business
opportunity to the Company in exchange for the Company's issuance of a large
block of its Common Stock to the owners of the operating business. The Company
expects that the owners of the business opportunity may receive a block of
stock that equals 85% to 90% of the issued and outstanding shares of the Common
Stock of the Company after giving effect to the close of the stock-for stock
exchange, depending on the qualities and strengths of the business opportunity.
The Company expects that immediately after the close of the stock-for-stock
exchange, the existing directors and officers of the Company will resign and
that a new slate of officers and directors nominated by the former owners of the
operating business will be appointed. In summary, after giving effect to the
expected terms of a proposed shell reorganization with a suitable business
opportunity, the Company will stand as the publicly-listed holding corporation
for the business opportunity, 2 which will be wholly-owned by the Company. The
present shareholders of the Company, as a group, will own approximately 5% to
10% of the issued and outstanding shares of Common Stock of the Company (with
the other 90% to 95% held by the former owners of the operating business), and
the officers and directors of the Company will consist exclusively of those
persons nominated by the former owners of the operating business, presumably the
same persons that served in similar positions with the pre-reorganization
operating business. There is no assurance that management can find a suitable
prospect, or that it has the requisite experience to recognize and understand a
business operation that would benefit the Company.
CHANGE OF CONTROL
On January 12, 2000, Oxford Capital Corporation acquired 418,000 restricted
shares of the Company's common stock, comprising approximately 83% of the
Company's issued and outstanding shares through a private transaction with the
Company's shareholders. In anticipation of the transfer of the Company's issued
and outstanding shares, on January 12, 2000, the sole director of the Company
tendered his resignation as director of the Company and appointed a new
director and officers.
COMPETITION
Numerous large, well-financed firms with large cash reserves are engaged in the
acquisition of companies and businesses. The Company expects competition to be
intense for available target businesses.
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EMPLOYEES
The Company has only one employee at the present time, Andrew Tavender, the
Company's President and Secretary, and does not contemplate hiring anyone until
a business is acquired. Mr. Tavender intends to devote no more than 10% of his
time to the Company's affairs.
THE INVESTMENT COMPANY ACT OF 1940
The Company's business plan may involve changes in its capital structure,
management, control and business. These activities may be regulated by the
Investment Company Act of 1940 ("Investment Act"). The Company will attempt to
avoid this regulatory jurisdiction to preclude costly and restrictive
registration and other provisions of the Investment Act. The Investment Act
excludes from the effects of the Act entities which have not conducted a public
offering and which do not have in excess of 99 shareholders. The Company
believes that it presently complies with this exclusion and that it will
continue to do so until such time as it acquires a business opportunity, at
which time the Company should no longer be potentially subject to the Investment
Act. The Company intends to operate in a manner which will maintain its
exclusion from the "investment company" category.
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN MATERIAL RISKS
TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO CAREFULLY CONSIDER
THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF THE COMPANY.
SHELL CORPORATION. This type of company is commonly called a "shell"
corporation because the company does not have any assets or operations and has
been formed for the specific purpose of acquiring all or substantially all of
the ownership of an existing business. These transactions are consummated by
issuing or transferring large blocks of the Company's equity shares to the
principals of the business that is acquired. Any such issuance will involve
significant dilution in the equity interest in the Company held by the
pre-reorganization shareholders of the Company with the result that the
pre-reorganization shareholders of the Company will have a substantially lower
aggregate interest in the outstanding shares of the Company after giving effect
to the reorganization. See, "Description of Business." Prospective investors
should be aware that privately-held companies often times merge or reorganize
with a public shell as a means of "going-public" without having to incur the
time, expense and disclosure obligations normally associated with the
going-public process. In the event the Company merges with a privately-held
company subsequent to the close of this offering, investors will not have had
the benefit of receiving disclosure of such company's operations and financial
condition prior to making their investment. See, "Description of Business."
Prospective investors should also be aware that management of the Company,
acting in compliance with the Bylaws of the Company and Delaware General
Corporation Law, intends to structure any reorganization with an operating
business in a manner that will allow the Board of Directors of the Company to
approve the selection of the operating business and all of the terms of the
reorganization, including the appointment of the successor officers and
directors, without the need or request for shareholder approval. See,
"Description of Business."
RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR OPERATIONS. The
Company was only recently formed and has no assets, revenues or operations. 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 $6,494 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. The report of the Company's independent auditors on the
Company's 1999 financial statements includes a qualification regarding the
Company's ability to continue as a going concern. In its report, the Company's
independent auditors state that the Company needs an additional capital infusion
in order to fund current expenditures, acquire business opportunities and
achieve profitable operations, and that such factors raise substantial doubt
about the Company's ability to continue as a going concern.
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RELIANCE ON MANAGEMENT; LACK OF EXPERIENCE. The Company is dependent on its
officers and directors' personal abilities to evaluate business opportunities
that may be presented in the future. Since management has not identified a
proposed business or industry in which it will search for an acquisition target,
it is unlikely that management will have any prior experience in the technical
aspects of the industry or the business within that industry which may be
acquired. See, "Description of Business" and "Management."
PREFERRED STOCK. The Company is authorized to issue 10,000,000 shares of $.001
par value preferred stock ("Preferred Stock"). The Preferred Stock may be issued
from time to time in one or more series, and the Board of Directors, without
action by the holders of the Common Stock, may fix or alter the voting rights,
redemption provisions, (including sinking fund provisions), dividend rights,
dividend rates, liquidation preferences, conversion rights and any other rights
preferences, privileges and restrictions of any wholly unissued series of
Preferred Stock. The Board of Directors, without stockholder approval, can issue
shares of Preferred Stock with rights that could adversely affect the rights of
the holders of Common Stock. No shares of Preferred Stock presently are
outstanding, and the Company has no present plans to issue any such shares. The
issuance of shares of Preferred Stock could adversely affect the voting power of
holders of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company or other corporate action.
COMPETITION. Numerous large, well-financed firms with large cash reserves are
engaged in the acquisition of companies and businesses. The Company expects
competition to be intense for available target businesses.
POTENTIAL SALES PURSUANT TO RULE 144. Many of the shares of Common Stock
currently outstanding are "restricted securities" as that term is defined in
Rule 144 promulgated under the Securities Act of 1933, as amended. In addition,
all such shares of Common Stock are eligible for resale under Rule 144. In
general, under Rule 144 a person (or persons whose shares are aggregated) who
has satisfied a one-year holding period may, under certain circumstances, sell
within any three month period, a number of shares which does not exceed the
greater of 1% of the then outstanding shares of Common Stock, or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who is not an affiliate of the Company and who
has satisfied a two-year holding period. The Company is unable to predict the
effect that sales of the Company's securities under Rule 144 or otherwise, may
have on the then prevailing market price of the Common Stock; it can be
expected, however, that the sale of any substantial number of shares of Common
Stock would have a depressive effect on the market price of the Common Stock.
ITEM 2. DESCRIPTION OF PROPERTY
Through an oral agreement with Andrew Tavender, President of the Company, the
Company's operations are located at 400 630-8th Ave SW,Calgary, Alberta, T2P1G6.
There is no rental charge to the Company for office space, equipment rental or
phone usage. There are no other preliminary agreements with respect to future
office facilities.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or to
which the property interests of the Company are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to securities holders during the fourth quarter of
the year ended December 31, 1999.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The following table sets forth the high and low bid prices for shares of the
Company Common Stock for the periods noted, as reported by the National Daily
Quotation Service and the Over-the-Counter Bulletin Board. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. On December 28, 1999, the Company's Common Stock
began listing on the Over-the-Counter Bulletin Board under the trading symbol
"PNSA".
CALENDAR BID PRICES
YEAR PERIOD HIGH LOW
- ---- ------ ---- ---
1999 First Quarter - -
Second Quarter - -
Third Quarter - -
Fourth Quarter 2.13 1.88
NUMBER OF SHAREHOLDERS
The number of beneficial holders of record of the Common Stock of the Company as
of the close of business on December 31, 1999 was approximately 40.
DIVIDEND POLICY
To date, the Company has declared no cash dividends on its Common Stock, and
does not expect to pay cash dividends in the next term. The Company intends to
retain future earnings, if any, to provide funds for operation of its business.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
DISCUSSION OF FINANCIAL CONDITION
The Company currently has no revenues, no operations and owns no assets. The
Company will remain illiquid until such time as a business combination
transaction occurs, if ever. No prediction of the future financial condition of
the Company can be made.
The Company's independent auditor, McKennon Wilson & Morgan, LLP, expressed, in
its opinion on the Company's audited financial statements, substantial doubt
about the Company's ability to continue as a going concern. Reference is made
to the financial statements of the Company included elsewhere herein,
and, specifically, to the Independent Auditor's Report and Note 4 in the
financial statements of the Company.
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 December
31, 1999, the Company had no revenue or assets. The Company incurred a net loss
of $6,145 during the year ended December 31, 1999, and $515 during the year
ended December 31, 1998. The Company was originally capitalized with $500 in
April 1997 and since then prior management of the Company has contributed an
additional $6494 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. Failure of
the Company to secure requisite financing when needed on favorable terms may
have a material adverse effect on the Company's result of operations.
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.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements and supplementary financial information
which are required to be filed under this item are presented under "Item 13.
Exhibits, Financial Statement Schedules and Reports on Form 10-KSB" in this
document, and are incorporated herein by reference.
ITEM 8. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table sets forth the officers and directors of the Company.
Name Age Position
- ---- --- --------
Andrew Tavender 24 President, Secretary and Director
ANDREW TAVENDER was appointed Sole Director, President and Secretary on January
12, 2000. His recent experience is in the financial sector, as a former
associate broker. Upon graduation from the University of Calgary with a BA in
History in April 1998, he joined Acumen Capital Partners, a Calgary based
Technology focused brokerage. In June 1998 he attained his Canadian Securities
Course. In September 1998 he joined Nesbitt Burns, one of Canada's Largest
brokerage dealers. After a successful 9 months with Nesbitt, he joined Oxford
Capital Corp. as an investment manager to oversee Oxford's holdings.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
the Company is unaware of any reports that have been filed in compliance with
Section 16(a) for the year ended December 31, 1999.
ITEM 10 EXECUTIVE COMPENSATION
The Company's management is not currently compensated for services provided to
the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
COMPENSATION OF DIRECTORS
For the fiscal year ended December 31, 1999, Directors of the Company received
no compensation.
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ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 31, 2000,
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as group.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock . . Percent of
Title of Class Name and Address of Beneficial Owner Outstanding(1) Outstanding
- -------------- ------------------------------------ --------------- ------------
Common Oxford Capital Corp. (2) 418,000 83.6%
Stock 1013 17th Ave SW
Calgary, Alberta
Canada T2T 0A7
Common Andrew Tavender 0 0%
Stock 400 630-8th Ave SW,
Calgary, Alberta
Canada T2P 1G6
Common All Officers and Directors as Group 0 0%
Stock (1 person total)
</TABLE>
(1) Shares are beneficially owned and sole voting and investment power is held
by the stockholder member.
(2) Andrew Tavender, the Company's President, Secretary and Director is a
business associate of Oxford Capital Corporation. Mr. Tavender disclaims
beneficial ownership of the 418,000 shares of the Company's common stock held by
Oxford Capital Corporation. Mr. Tavender also disclaims beneficial ownership
and control of the common stock of Oxford Capital Corporation.
The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of commuting the percentage of the person holding such options or warrants but
are not deemed outstanding for purposes of computing the percentage of any other
person.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to an Agreement for Purchase and Sale of Stock entered into and
effective as of January 12, 2000, with a closing held on January 20, 2000,
Oxford Capital Corp., a Cayman Islands corporation, acquired from the Company's
majority shareholders, a total of 418,000 shares of the issued and outstanding
shares of the Company's common stock, comprising approximately 83% of the issued
and outstanding shares of the Company, and thus resulting in a transfer of
control of the Company. The Company's President, Secretary, and Director,
Andrew Tavender, is a business associate of Oxford Capital Corporation.
However, Mr. Tavender disclaims beneficial ownership and control of the common
stock of Oxford Capital Corporation. The transaction was effectuated in
accordance with Section 4(2) under the Securities Act of 1933, as amended.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
INDEX TO FINANCIAL STATEMENTS Page
----
Report of Independent Auditors F-1
Balance sheet at December 31, 1999 F-2
Statements of operations for years ended
December 31, 1999 and 1998 F-3
Statements of stockholders' equity from
the time of inception April 21, 1997
to December 31, 1999 F-4
Statements of cash flows for the years
ended December 31, 1999 and 1998 F-5
Notes to financial statements F-6 to F-8
All other schedules are omitted as the required information is not present or is
not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements or
notes thereto.
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INDEX TO EXHIBITS
The Company undertakes to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to the Company of the reasonable costs
incurred by the Company in furnishing any such exhibit.
EXHIBIT NO. DESCRIPTION
- ------------ -----------
*(3.1) Certificate of Articles of Incorporation
*(3.2) Bylaws of the Company
27 Financial Data Schedule
REPORTS ON FORM 8-K
No Current Report on Form 8-K was filed during the year ended December 31, 1999.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 18, 2000
PONTE NOSSA ACQUISITION CORP.,
a Delaware corporation
By: /s/ ANDREW TAVENDER
--------------------------------
ANDREW TAVENDER, President
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
By: /s/ ANDREW TAVENDER Director April 18, 2000
------------------------
ANDREW TAVENDER
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PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Financial Statements
December 31, 1999
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors
Ponte Nossa Acquisition Corp.
We have audited the accompanying balance sheet of Ponte Nossa Acquisition Corp.
(a development stage company) (the "Company") as of December 31, 1999, and the
related statements of operations, shareholders' equity and cash flows for each
of the two years in the period ended December 31, 1999 and for the period from
inception (April 21, 1997) to December 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes, on a test basis, examination of evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ponte Nossa Acquisition Corp.
as of December 31, 1999 and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1999 and for the period
from inception (April 21, 1997) to December 31, 1999 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company needs additional capital infusion 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. Management's plans in regard to these matters are
also discussed in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/McKennon Wilson & Morgan, LLP
Irvine, California
April 12, 2000
F-1
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Balance Sheets
December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . $ -
--------
$ -
========
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 . . . . . . . . . . . . . . . 6,494
Deficit accumulated during the development stage . . . . (6,994)
--------
NET SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . -
--------
$ -
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CUMULATIVE
FROM INCEPTION
(APRIL 21, 1997) TO
YEAR ENDED DECEMBER 31, DECEMBER 31
1999 1998 1999
--------------- -------- ------
COSTS AND EXPENSES:
General and administrative expenses. . . . $ 6,145 $ 515 $6,994
--------------- -------- ------
NET LOSS . . . . . . . . . . . . . . . . . . $ 6,145 $ 515 $6,994
=============== ======== ======
BASIC AND DILUTED NET LOSS PER COMMON SHARE. $ 0.012 $ 0.001
=============== ========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING . . . . . . . . . 500,000 500,000
=============== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Shareholders Equity
From Inception (April 21, 1997)
To December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE NET
PREFERRED STOCK COMMON STOCK PAID IN DEVELOPMENT SHAREHOLDERS'
--------------- -------------
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE EQUITY
--------------- ------------- ------- ------------ --------------- -------- --------
INCEPTION, APRIL 21, 1997. - $ - - $ - $ - $ - $ -
Issuance of common stock . - - 500,000 500 - - 500
Net loss . . . . . . . . . - - - - (334) (334)
--------------- ------------- ------- ------------ --------------- --------
BALANCE, DECEMBER 31, 1997 - - 500,000 500 - (334) 166
Capital contribution . . . - - - - 349 - 349
Net loss . . . . . . . . . - - - - - (515) (515)
--------------- ------------- ------- ------------ --------------- -------- --------
BALANCE, DECEMBER 31, 1998 - - 500,000 500 349 (849) -
Capital contribution . . . - - - - 6,145 - 6,145
Net loss . . . . . . . . . - - - - - (6,145) (6,145)
--------------- ------------- ------- ------------ --------------- -------- --------
BALANCE, DECEMBER 31, 1999 - $ - 500,000 $ 500 $ 6,494 $(6,994) $ -
=============== ============= ======= ============ =============== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CUMULATIVE
FROM INCEPTION
(APRIL 21, 1997) TO
YEAR ENDED DECEMBER 31, . DECEMBER 31,
-----------------------
1999 1998 1999
---------------- ------ --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . $ (6,145) $(515) $(6,994)
Adjustments to reconcile net loss to net cash
used by operating activities: . . . . . . . - - -
---------------- ------ --------
Net cash used by operating activities . . . (6,145) (515) (6,994)
---------------- ------ --------
CASH FLOWS FROM INVESTING ACTIVITIES. . . . . . - - -
---------------- ------ --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock. . . . . . . . . . . - - 500
Capital contribution. . . . . . . . . . . . . 6,145 349 6,494
---------------- ------ --------
Net cash provided by financing activities . 6,145 349 6,994
---------------- ------ --------
Net increase (decrease) in cash . . . . . . . . - (166) -
CASH, BEGINNING OF PERIOD . . . . . . . . . . . - 166 -
---------------- ------ --------
CASH, END OF PERIOD . . . . . . . . . . . . . . $ - $ - $ -
================ ====== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -- -----------------------------------------------------------------
Organization
- ------------
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.
Cash and cash equivalents
- ----------------------------
The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.
Use of estimates
- ------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Income taxes
- -------------
The Company reports certain expenses differently for financial and tax reporting
purposes and, accordingly, provides for the related deferred taxes. Income
taxes are accounted for under the liability method in accordance with Statement
of Financial Accounting Standards 109, Accounting for Income Taxes.
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
December 31, 1999 there were no dilutive convertible shares, stock options or
warrants.
F-6
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
Comprehensive Income
- ---------------------
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting the components of comprehensive
income and requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be included in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income includes net income, as well as
certain non-shareholder items that are reported directly within a separate
component of stockholders' equity and bypass net income. The Company has
adopted the provisions of this statement during the current fiscal year, with no
impact on the accompanying financial statements.
Disclosures about Segments of an Enterprise and Related Information
- ---------------------------------------------------------------------------
In June 1997, the FASB issued SFAS 131, "Disclosures About Segments of an
Enterprise and Related Information." The provisions of this statement require
disclosures of financial and descriptive information about an enterprise's
operating segments in annual and interim financial reports issued to
stockholders. This statement defines an operating segment as a component of an
enterprise that engages in business activities that generate revenue and incur
expense, whose operating results are reviewed by the chief operating
decision-maker in the determination of resource allocation and assessing
performance, and for which discrete financial information is available. The
Company does not believe that the adoption of SFAS No. 133 will have a
significant impact on the Company's consolidated financial statements or related
disclosures.
Accounting for Derivative Instruments and Hedging Activities
- ------------------------------------------------------------------
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal quarters or fiscal
years beginning after June 15, 2000. SFAS No. 133 establishes standards for the
accounting and reporting of derivative instruments and hedging activities,
including certain derivative instruments embedded in other contracts. Under
SFAS No. 133, entities are required to carry all derivative instruments at fair
value on their balance sheets. The accounting for changes in the fair value
(i.e., gains or losses) of a derivative instrument depends on whether it has
been designated and qualifies as part of a hedging activity and the underlying
purpose for it. The Company does not believe that the adoption of SFAS No. 133
will have a significant impact on the Company's consolidated financial
statements or related disclosures.
F-7
<PAGE>
2. 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
approximately 50 investors.
3. INCOME TAXES
- -- -------------
The Company records its income tax provision in accordance with SFAS 109, which
requires the use of the liability method of accounting for deferred income
taxes.
As the Company has not generated taxable income since its inception, no
provision for income taxes has been made. At December 31, 1999, the Company did
not have any significant net operating loss carryforwards.
At December 31, 1999, the Company did not have any significant deferred tax
liabilities or deferred tax assets.
4. 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 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.
5. SUBSEQUENT EVENT
- -- -----------------
Effective January 12, 2000, the control of the Company was transferred to an
unrelated group in a private transaction.
F-8
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE>
<CIK> 0001082249
<NAME> Ponte Nossa Acquisition Corp.
<MULTIPLIER> 1
<CAPTION>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<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> 0
<OTHER-EXPENSES> 6145
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.012)
<EPS-DILUTED> (.012)
</TABLE>
