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 March 31, 2000
[ ] 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) IdentificationNumber)
400 630-8TH AVE SW
CALGARY, ALBERTA CANADA T2P 1G6
(Address of Principal Executive Offices) (Zip Code)
(403) 508-5055
(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 (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 March 31, 2000, the Company had 500,000 shares of its par value
$0.001 common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes___ No X
----
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet at March 31, 2000 (Unaudited)
Statements of Operations (Unaudited) Three months ended March
31, 2000 and 1999
Statements of Cash Flows (Unaudited) Three months ended March
31, 2000 and 1999
Notes to Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
(Unaudited)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
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 18,056
Deficit accumulated during the development stage (18,556)
---------
NET SHAREHOLDERS' EQUITY -
---------
$ -
=========
</TABLE>
Statements of Operations
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CUMULATIVE
FROM INCEPTION
THREE MONTHS (APRIL 21 1997)
ENDED MARCH 31, TO MARCH 31,
-------------------------
2000 1999 2000
----------------- ---------------- ---------
COSTS AND EXPENSES:
General and administrative expenses $ 11,562 $ 330 $ 18,556
----------------- ---------------- ---------
NET LOSS $ (11,562) $ (330) $(18,556)
================= ================ =========
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.023) $ -
================= ================
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
================= ================
</TABLE>
<PAGE>
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CUMULATIVE
FROM INCEPTION
THREE MONTHS (APRIL 21, 1997)
ENDED MARCH 31, TO MARCH 31,
------------------------------
2000 1999 2000
----------------- ----------------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (11,562) $ (330) $(18,556)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
----------------- ----------------- ---------
Net cash used by operating activities (11,562) (330) (18,556)
----------------- ----------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
----------------- ----------------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contribution 11,562 330 18,056
----------------- ----------------- ---------
Net cash provided by financing activities 11,562 330 18,556
----------------- ----------------- ---------
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
MARCH 31, 2000
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, 2000 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, 1999.
NOTE B - 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.
NOTE C - CHANGE IN CONTROL
- -------------------------------
Effective January 12, 2000, the control of the Company was transferred to an
unrelated group in a private transaction.
<PAGE>
Item 2. Plan of Operation
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. The Company has not yet engaged in business and
has no revenues. As of March 31, 2000 the Company had no assets or liabilities.
The Company's plan of operation over the next 12 months is to search for a
suitable acquisition candidate. Management believes that the Company will
require additional capital over the next 12 months in order to satisfy its
working capital requirements. The Company expects to acquire such additional
funds from contributions to capital by management. However, management is under
no obligation to conduct additional capital contributions and there can be no
assurance management will do so. In the event management is unable or unwilling
to contribute additional capital to the Company, management will obtain the
necessary capital from other sources. However, management does not believe that
there will be many, if any, sources of alternative capital for the Company until
such time as it reorganizes with an operating company. In the event management
fails to provide or arrange for additional contributions to capital, it is
unlikely that the Company will be able to conduct its current level of
operations or acquire a suitable operating company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company
is unaware of proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management for
disclosure herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
<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 CORPORATION
Dated: May 12, 2000 /s/ Andrew Tavender
By: Andrew Tavender
Its: President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001082249
<NAME> PONTE NOSSA ACQUISITION CORP.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<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> $0
<TOTAL-LIABILITY-AND-EQUITY> $0
<SALES> $0
<TOTAL-REVENUES> $0
<CGS> $0
<TOTAL-COSTS> $0
<OTHER-EXPENSES> $11,562
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $0
<INCOME-PRETAX> $0
<INCOME-TAX> $0
<INCOME-CONTINUING> $0
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> (11,562)
<EPS-BASIC> $(0.023)
<EPS-DILUTED> $(0.023)
</TABLE>
