U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2001
Commission file Number 0-25611
PONTE NOSSA ACQUISITION CORP.
(Name of small business issuer in its charter)
Delaware 33-0838660
(State of incorporation) (I.R.S. Employer I.D. No.)
18271 McDurmott West, Suite A-1, Irvine, California 92612
(Address of principal executive offices)
Issuer's telephone number (949) 474-7020
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) bof the Act:
Common Stock, $.001 par value
(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 disclosure of delinquent filers in response 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. [X]
The registrant's revenues for fiscal year 2001 were $0.
As of April 1, 2002 the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $3,772,000 and the number
of shares outstanding of the registrant's only class of common stock, $.001 par
value per share, was 13,000,000.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Ponte Nossa Acquisition Corp., a Delaware corporation (the "Company"),
was incorporated as a blank check company on April 21, 1997. To date, the
Company has not engaged in business and has had no revenues or significant
assets. The Company plans to attempt to acquire an equity interest in or assets
of an operating business to be thereafter operated by the Company or a
subsidiary of the Company.
On November 8, 2001, the Company entered into an Agreement and Plan of
Merger with Visijet, Inc. for the merger of the two companies into a single
company to be named "Visijet, Inc." Under the terms of the merger agreement,
each outstanding share of Visijet, Inc., will be exchanged for one share of
Common Stock of the Company. Also under the merger agreement, 9,500,000 shares
of the Company's Common Stock are to be cancelled. The merger agreement
contemplates that 8,600,000 shares of the Company's Common Stock will be issued
to the shareholders of Visijet. When combined with the 3,500,000 outstanding
shares of the Company, after giving effect to the cancellation and the
contemplated issuance of an additional 300,000 shares to take place in April
2002, the total outstanding shares of the new entity immediately after the
merger are to be approximately 12,400,000. It is anticipated that approximately
an additional five million shares or warrants will be issued shortly following
the merger.
Closing of the merger remains subject to certain conditions, including
regulatory approvals and approval by shareholders of both corporations. The two
companies are continuing negotiations toward the consummation of the merger.
The Company has no assets, revenues or operations. The Company and
companies of this sort are commonly referred to as "blank check companies" or
"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." In the event that the contemplated
transaction with VisiJet, Inc. is not consummated for any reason, management
plans to seek another potential merger candidate. Management of the Company
believes that certain privately held businesses are interested in "going public"
through a shell reorganization for a variety of reasons. The most common
motivation appears to be the perception 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.
If the VisiJet transaction does not occur, in selecting a suitable
alternative business opportunity, management 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.
In such event the Company will conduct its own investigation to
identify a business it can acquire, as follows. 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.
However, there can be no assurance that management of the Company will ever be
able to locate an additional or alternative 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.
2
Except for the Agreement and Plan of Merger with VisiJet, Inc., as of
the date of this annual report, the Company has no agreements, understandings,
or arrangements concerning its acquisition or potential acquisition of a
specific business opportunity. The Company is subject to the periodic reporting
requirements of Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). These requirements will oblige the Company to file with the
Commission specified information regarding companies with which the Company may
merge or reorganize, including audited financial statements for any acquired
companies covering one or two years depending on the relative size of the
acquisition. The financial statement requirements imposed by the Exchange Act
will necessarily limit the Company's pool of candidates with which it may merge
or reorganize to those entities with the proper audited financial statements.
COMPETITION
Numerous large, well-financed operating companies with large cash
reserves are engaged in the acquisition of companies and businesses. In
addition, the Company will compete with numerous companies identical to the
Company in that they are blank check companies with a class of stock registered
with the SEC. The Company has no way to distinguish itself from these other
blank check companies. The Company expects competition to be intense for
available target businesses.
EMPLOYEES
The Company has no employees at the present time. Its President, Thomas
F. DiMele, and its Chief Financial Officer and Secretary, are not employees, and
devote only a portion of their time to the Company's affairs.
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.
1. 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. As in the proposed VisiJet acquisition,
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 smaller 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. Unlike an investment in an operating
business, in the event the Company merges with a privately-held company,
investors prior to the disclosure of the merger candidate 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, may be able 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."
3
2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR
OPERATIONS. The Company has no assets, revenues or operations. The Company was
originally capitalized with $500 in April 1997. Management expects that the
Company's working capital requirements will be nominal and will be satisfied
through additional capital contributions or loans by management as required.
However, management is under no obligation to continue to make capital
contributions or loans to the Company. Should management fail to make additional
capital contributions or loans as necessary, the Company may not be able to
conduct an acquisition of an operating company.
3. LACK OF AUDITED FINANCIAL STATEMENTS. The financial statements of
the Company contained in this report are unaudited, were prepared solely by
management, and have not been reviewed by any outside accountant. The report of
the Company's independent auditors on the Company's 2000 financial statements
included a qualification regarding the Company's ability to continue as a going
concern. In that report (covering only the 2000 financial statements), 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.
4. RELIANCE ON MANAGEMENT. 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."
5. MINIMAL TIME COMMITMENT OF MANAGEMENT. The current officers and
directors engage in other activities and will not devote their full time to the
Company. See, "Management."
6. PREFERRED STOCK. The Company is authorized to issued 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 provision, (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 and other rights of the holders of Common Stock and could have the effect
of delaying, deferring or preventing a change in control of the Company or other
corporate actions.
ITEM 2. DESCRIPTION OF PROPERTY
The Company does not own or lease any real property.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The following table sets forth the high and low closing 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.
CALENDAR BID PRICES
YEAR PERIOD HIGH LOW
---- ------ ---- ---
2000 First Quarter 3.00 1.88
Second Quarter 4.25 3.00
Third Quarter 4.25 1.25
Fourth Quarter 3.00 1.13
2001 First Quarter 2.47 2.00
Second Quarter 7.25 2.00
Third Quarter 3.60 1.85
Fourth Quarter 2.70 1.97
As of April 1, 2002, there were 309 record holders of the Company's
Common Stock.
The Company has not paid any cash dividends since its inception and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company was organized in April 1997 for the purpose of 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,
and then listing its securities on an electronic stock exchange. The Company has
not yet engaged in business and has had no revenues. As of December 31, 2001,
the Company had no assets. The Company's plan of operation over the next 12
months is to search for a suitable acquisition candidate. Management's search
for a suitable acquisition candidates will consist exclusively of contacting
acquaintances in the business and investment banking community who are likely to
know of operating businesses that might be interested in conducting a
reorganization with the a blank check company. Management does not intend to
conduct any advertising or proactive campaign to locate a suitable acquisition
candidate. The Company does not expect to hire any additional employees until
such time as an operating company is acquired. Management believes that the
Company may require up to an additional $20,000 over the next 12 months in order
to satisfy its working capital requirements. The Company expects to acquire such
additional funds from advances or contributions to capital by management.
However, management is under no obligation to make 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 seek to obtain the necessary capital from other
sources. However, management does not believe that there will be many, if any,
sources of alternative sources of 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.
5
Fiscal Year 2001 compared to Fiscal Year 2000.
General and administrative expenses, (and net loss) totaled $53,598, for an
increase of $36,606 over 2000. The increase is due to a change in management of
the company during 2001 and costs associated with the Agreement and Plan of
Merger with Visijet, Inc.
FORWARD LOOKING STATEMENTS This Annual 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 annual
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, 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
INDEX TO FINANCIAL STATEMENTS
Balance Sheet..........................................................7
Statements of Operations...............................................8
Statements of Stockholders' Equity/(Deficit)...........................9
Statements of Cash Flows..............................................10
Notes to Financial Statements.........................................11
6
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Balance Sheet
December 31, 2001
ASSETS
Total Assets..................................................... $ -
============
LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Liabilities
Due to related parties........................................... $ 51,583
------------
Total Liabilities ........................................ 51,583
------------
Shareholders' Equity/(Deficit)
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding.................................... -
Common stock, 20,000,000 shares authorized, $.001 par value,
13,000,000 shares issued and outstanding......................... 13,000
Additional paid in capital....................................... 13,001
Deficit accumulated during development stage..................... (77,584)
------------
Net Shareholders' (Deficit)...................................... (51,583)
------------
Total Liabilities and Shareholders' Equity/(Deficit)............. $ -
============
See accompanying notes
7
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Operations
Year Ended Year Ended Cumulative from Inception
December 31, 2000 December 31, 2001 (April 21, 1997)
To 12/31/01
COSTS AND EXPENSES
General and Administrative $16,992 $53,598 $77,584
------- ------- -------
NET LOSS $16,992 $53,598 $77,584
------- ------- -------
BASIC AND DILUTED NET LOSS PER $ - $ -
---- - ---
COMMON SHARE
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
13,000,000 13,000,000
See accompanying notes
8
PONTE NOSSA ACQUISITION CORP.
(A Development Stage Company)
Statements of Shareholders' Equity (Deficit)
From Inception (April 21, 1997) To December 31, 2001
Deficit
Accumulated
Preferred Stock Common Stock Additional During the Net
------------------ -------------------- Paid In Development Shareholders'
Shares Amount Shares Amount Capital State Equity(Deficit)
-------- -------- ---------- -------- ---------- ----------- ---------------
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) -
Capital contribution - - - - 16,992 - 16,992
Net loss - - - - - (16,992) (16,992)
-------- -------- ---------- -------- ---------- ----------- ---------------
Balance, December 31, 2000 - - 500,000 500 23,486 (23,986) -
Capital contribution - - - - 2,015 - 2,015
Common shares issued for 26-for-1
stock split effected July 26, 2001 - - 12,500,000 12,500 (12,500) - -
Net loss - - - - - (53,598) (53,598)
-------- -------- ---------- -------- ---------- ----------- ---------------
Balance, December 31, 2001 - $ - 13,000,000 $13,000 $ 13,001 $ (77,584) $ (51,583)
======== ======== ========== ======== ========== =========== ===============
See accompanying notes
9
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
Cumulative
From
Inception
Year ended Year ended (April 21, 1997)
December 31, December 31, to
2000 2001 December 31, 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (16,992) $ (53,598) $ (77,584)
Adjustment to reconcile net loss to net cash
used by operating activities - - -
------------ ------------ ------------
Net cash used by operating activities (16,992) (53,598) (77,584)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - - 500
Capital contributions 16,992 2,015 25,501
Advance from related party - 51,583 51,583
------------ ------------ ------------
Net cash provided by financing activities 16,992 53,598 77,584
------------ ------------ ------------
Net increase (decrease) in cash - - -
CASH, BEGINNING OF PERIOD - - -
------------ ------------ ------------
CASH, END OF PERIOD $ - $ - $ -
============ ============ ============
See accompanying notes
10
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2001
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, 2001
there were no dilutive convertible shares, stock options or warrants.
11
PONTE NOSSA ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
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 36 investors.
On July 26, 2001, the Company effected a 26-for-1 common stock split and issued
12,500,000 shares to the holders of the 500,000 common shares then outstanding.
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, 2001, the Company did
not have any significant net operating loss carryforwards.
At December 31, 2001, 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.
12
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Inapplicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The following is a brief description of the directors and officers of the
Company:
NAME POSITION DIRECTOR SINCE
---------- -------------- --------------
Thomas F. DiMele President, Director 2001
Laurence M. Schreiber Secretary/Treasurer, Director 2001
Thomas F. DiMele has been president of the Company since July 2001.
Since 1997 he has been President & Chief Executive Officer of Woodbine Ventures
Inc., which acts as an intermediary between companies seeking funding and
venture capitalists and private equity investors seeking companies with a
specific profile consistent with he investors' philosophy. Between 1995 and 1997
he served as an outside consultant for PricewaterhouseCoopers, in San Diego,
California, assisting and developing and organizing data for its Quarterly
Venture Capital Survey.
Laurence M. Schreiber has been Secretary/Treasurer since August 2001.
Prior to that time he founded Diversified International, a multilevel marketing
system, and served as Chief Executive Officer of Learn America, a multimedia
productions company combining advanced computer technology and educational
systems. Mr. Schreiber also served as President and a director of Philibus
Systems, a private educational system, and was President of Advanced Nutritional
Associates, which distributed health care products in the United Kingdom and
Europe. He has developed an independent sales distribution system for Herbalife,
and pioneered markets in the United Kingdom, Spain and Israel.
Directors hold office until a successor is elected and qualified or
until their earlier resignation in the manner provided in the Bylaws of the
Company.
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities (the "10% Stockholders"), to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Officers, directors and 10% Stockholders of the Company are required by
Commission regulation to furnish the Company with copies of all Section 16(a)
forms so filed. Based upon a review of filings made and other information
available to it, the Company believes that each of the Company's present Section
16 reporting persons filed all forms required of them during the year 2001 by
Section 16 (a).
13
ITEM 10. EXECUTIVE COMPENSATION
The Company has not paid its executive officers and directors any
remuneration since inception to date nor does it intend to until such time as
the Company acquires an operating business.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock as of the date of this Annual
report by (i) each person who is known by the Company to be the beneficial owner
of more than five percent (5%) of the issued and outstanding shares of Common
Stock, (ii) each of the Company's directors and executive officers and (iii) all
directors and executive officers as a group.
NAME NUMBER OF SHARES PERCENTAGE OWNED
----------------------------- ---------------- ----------------
Financial Entrepreneurs, Inc. 10,768,004 82.83%
Thomas F. DiMele - -
Laurence Schreiber - -
All officers and directors
as a group(2 persons) - -
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Financial Entrepreneurs, Inc. advanced $51,583 to the Company in 2001 on an
interest-free basis.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4.1 Specimen of Common Stock Certificate (1)
10.1 Agreement and Plan of Merger, dated November 6, 2001, between
the Company and VisiJet, Inc.
(1) Previously filed as an exhibit to the Company's Registration
Statement on Form 10-SB with the Commission on February 15, 2000.
(b) Reports on Form 8-K
None
14
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
Registrant caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 15, 2002 Ponte Nossa Acquisition Corp.
By: /s/Thomas F. DiMele
---------------------------
Thomas F. DiMele
President
In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Title Date
/s/ Thomas F. DiMele
------------------------
Thomas F. DiMele President and a Director April 15, 2002
/s/ Laurence Schreiber
------------------------
Laurence Schreiber Principal Accounting Officer April 15, 2002
and a Director
15