Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] 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 0-53255
OPERA JET INTERNATIONAL LTD.
(formerly Canistel Acquisition Corporation)
(Exact name of registrant as specified in its charter)
Delaware 20-5572714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Trencianska 56/A
821 09 Bratislava
Slovakia
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (011) 421 2 2090 2741
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
Indicate by check mark if the rgistrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Inidcate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
large accelerated
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
December 31, 2010
Common Stock, par value $0.0001 21,500,000
Documents incorporated by reference: None
PART I
Item 1. Business
Opera Jet international Ltd., originally named Canistel Acquisition
Corporation (the "Company") was incorporated on September 13, 2006
under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions.
On December 3, 2010, the Company effected a change in control
by redeeming 500,000 of its 1,000,000 outstanding shares of common
stock and issuing an additional 21,000,000 shares. In addition,
the then president and sole director resigned and a new officer and
director was appointed and elected. At that time the Company
also changed its name from Canistel Acquisition Corporation to
Opera Jet International Ltd. The Company filed a Form 8-K
reporting the change in control.
opera Jet International Ltd. intends to negotiate to enter
an agreement for the acquisition and control of Opera Jet s.r.o.,
an operating aircraft charter operator company located in Slovakia.
The Company's sole officer and director is a director and manager
of Opera Jet s.r.o. Opera Jet s.r.o. currently charters business
jets within Europe, Russia, North Africa and the middle East. It
currently owns and operates a heavy jet but intends to focus on
providing light jet transport services.
At the time of this report, no agreements or contracts have
been entered and the Company has not negotiated any arrangement for
the acquisition of Opera Jet S.R.o.
The company will attempt to negotiate an agreement with Opera
Jet s.r.o. If the Company is unable to come to negotiate a satisfactory
agreement with Opera Jet s.r.o. then it may seek to negotiate a business
combination with another target company.
The company anticipates that any combination will likely take the
form of a merger, stock-for-stock exchange or stock-for-assets
exchange.
If the negotiations with Opera Jet S.R.o. do not succeed, then
the Company will not restrict any alternate taget company search to
any specific business, industry, or geographical location and it may
participate in a business venture of virtually any kind or nature.
Management anticipates that it will be able to participate in only
one potential business venture because the Company has nominal assets
and limited financial resources. Management believes that there
may be other companies similarly situated and that the Company
may encounter competition in locating and acquiring an business
entity.
The Company has no employees and one person who serves as
both the Company's president and director.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company's documents filed with the Securities and
Exchange Commission may be inspected at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the
Securities and Exchange Commission, 100 F Street N.E.,
Washington, D.C. 20002. Call the Commission at 1-800-SEC-0330
for further information on the operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web
site at http://www.sec.gov that contains reports, proxy statements
and information regarding registrants that file electronically with
the Commission. The Company's filings may be located under the
CIK number 0001435615.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of management at no cost to the Company. Management
has agreed to continue this arrangement until the Company completes
a business combination.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. (Removed and Reserved)
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
There is currently no public market for the Company's securities.
The financial statements accompanying this report include a
note raising doubt of the ability of the company to continue as a going
concern without the addition of investment capital or effecting a
business combination.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with opera Jet
S.r.o., an operating aircraft charter operator company located in
Slovakia. Opera Jet s.r.o. currently charters business jets within
Europe, Russia, North Africa and the middle East. It currently owns
and operates a heavy jet but intends to focus on providing light jet
transport services. If that objective should not succeed, then the
Company will mostly likely attempt to enter into a business combination
with another target company.
The Company would not restrict its search to any specific business,
industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one potential
business venture because the Company has nominal assets and limited
financial resources.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
Year-End 2010 Compared to Year-End 2009.
The Company has received no income, has had no operations
nor expenses, other than accounting fees as required for the
preparation of the Company's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2010
and 2000 are attached to this filing.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
On November 14, 2010, the Company changed its accounting firm.
The Company had no disagreements on any matter of accounting principle
or practice, financial statement disclosure or audit scope or
procedure with the former accountant. The company filed a Form 8-K
reporting the change in accountants.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. Based upon that evaluation, he believes that
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
sole officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2010, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2010, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.
Anton & Chia our independent registered public accounting
firm, has not issued an attestation report on the effectiveness of our
internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
The Company effected a change in control on December 4, 2010
resulting in the change of the sole officer and director. The new
officer and director is now in charge of the Company's internal controls
over financial reporting but has not made any changes during its fourth
fiscal quarter that materially affect, or are reasonably likely to
materially affect, its internal control over financial reporting.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
Dr, Martin Hudec President, Secretary, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.
Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the
period during which he has served as such, and the business
experience during at least the last five years:
Dr. Martin Hudec. Dr. Hudec received his Master Degree in
Financial Management in 2002 and Ph.D in Management in 2009 from the
Comenius University in Bratislava, Slovakia. Dr. Hudec earned his
pilot license in 1998 and has since been continuously involved in
the aviation business. Dr. Hudec served as a director of several
aviation companies, including East Air Company, s.r.o., Air
Carpatia s.r.o., and Opera Jet s.r.o. These companies had a wide
range of activities such as flight training, military pilot training,
aircraft maintenance, and private charter. Since 2009, Dr. Hudec has
served as "accountable manager" of Opera Jet s.r.o., and is
responsible for all its operations. To be approved as an accountable
manager by the Civil Aviation Authority of Slovakia, Dr. Hudec had to
fulfill various experiential, qualification and professional
requirements. Since 2001, Dr. Hudec served as general manager of
East-West Development Ltd. which built the largest residential
project in Bratislava. In 2006, Dr. Hudec co-founded Opera a.s.,
a real estate development company and Opera Reform International,
a real estate invesment fund in order to finance and construct real
estate projects in Central and Eastern Europe.
Conflicts of Interest
opera Jet International Ltd. intends to negotiate to enter
an agreement for the acquisition and control of Opera Jet s.r.o.,
an operating aircraft charter operator company located in Slovakia.
The Company's sole officer and director is a director and manager
of Opera Jet s.r.o. Such relationship may make it impossible to
obtain an arm's length negotiation or transaction. Opera Jet s.r.o.
currently charters business jets within Europe, Russia, North Africa
and the middle East. It currently owns and operates a heavy jet but
intends to focus on providing light jet transport services.
At the time of this report, no agreements or contracts have
been entered and the Company has not negotiated any arrangement for
the acquisition of Opera Jet S.R.o.
James Cassidy is the former president and diretor of the Company
and is a senior partner of the law firm which represents the Company.
Mr. Cassidy may also be considered the beneficial owner of the 250,000
shares of the Company's common stock owned by Tiber Creek Corporation.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has one person who serves as the sole director and officer.
The Company has no operations or business and does not receive any
revenues or investment capital. The adoption of an Ethical Code at
this time would not serve the primary purpose of such a code to provide
a manner of conduct as the development, execution and enforcement of
such a code would be by the same person and only that person to whom
such code applied. Furthermore, because the Company does not have any
activities, there are activities or transactions which would
be subject to this code. The Company does not presently maintain an
Internet website on which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of one director
and officer. The Company has no activities, and receives no revenues.
At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of
its board of directors, including both a nominating and an audit
committee. There is no established process by which shareholders of
the Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past. The officer and director
is not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockkholder Matters
The following table sets forth, as of December 31, 2010, The Company
does not have any compensation plans and has not authorized any
securities for future issuance. Except as noted, the holder thereof
has sole voting and investment power with respect to the shares shown.
Since inception, the Company has issued shares of its common
stock and its outstanding shareholding is as follows which table
reflects each person known by the Company to be the beneficial owner
of five percent or more of the Company's common stock and shares owned
by management of the Company. Dr. Martin Hudec, the Company's sole
officer and director does not own any shares of the Corporation.
NUMBER OF Percentage of
ISSUE DATE NAME SHARES outstanding stock
9/13/06 Tiber Creek Corporation 250,000 1%
9/13/06 IRAA Fin Serv 250,000 1%
12/3/10 Forsyma Holdings Limited 20,000,000 93.0%
12/3/10 Otto Clark 500,000 2.5%
12/3/10 Vladimir Ulman 500,000 2.5%
Item 13. Certain Relationships and Related Transactions and
Director Independence
Dr. Martin Hudec serves as the Company's sole one director and its
sole officer. Dr. Hudec is also a director and manager of Opera Jet s.r.o.
The Company anticipates that it will effect a business combination with
Opera Jet s.r.o., an operating Slovakian corporation, but at the time of
filing this report no agreement or contracts have been negotiated or
executed.
James Cassidy is the former president and diretor of the Company
and is a senior partner of the law firm which represents the Company.
Mr. Cassidy may also be considered the beneficial owner of the shares of
common stock owned by Tiber Creek Corporation.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses.
The Company's president has donated his time in preparation and
filing of all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2010 December 31, 2009
----------------- -----------------
$ 3,000
=======
Tax Fees
The Company incurred $0 for tax related services.
All Other Fees
The Company incurred $0 for other fees by the principal accountant
for the years ended December 31, 2010 and 2009.
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10-SB are incorporated herein by reference.
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Report of Independent Registered Public Accounting Firm 2
Balance Sheets as of December 31, 2010 and 2009 3
Statements of Operations for the Years Ended December 31, 2010 and
2009 and for the Period from September 13, 2006 (Inception) to
December 31, 2010 4
Statements of Changes in Stockholders' Deficit for the Period
from September 13, 2006 (Inception) to December 31, 2010 5
Statements of Cash Flows for the Years Ended December 31,
2010 and 2009 for the Period from September 13, 2006 (Inception) to
December 31, 2010 6
Notes to Financial Statements 7-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Opera Jet International, Ltd.
We have audited the accompanying balance sheets of Opera Jet
International, Ltd. (a development stage company) (the "Company") as
of December 31, 2010 and 2009, and the related statements of
operations, stockholders' equity and cash flows for the years then
ended and for the period from September 13, 2006 (Inception) through
December 31, 2010. These financial statements are the responsibility
of Opera Jet International, Ltd.'s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Company was not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, 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 the Company as of
December 31, 2010 and 2009 and the results of its operations,
stockholders' deficit and its cash flows for the years then ended
December 31, 2010 and 2009 and for the period from September 13,
2006 (Inception) through December 31, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a loss from operations and an accumulated deficit of $5,317 for the
period from September 13, 2006 (inception) to December 31, 2010.
As discussed in Note 3 of the financial statements, a significant
amount of additional capital will be necessary to advance operations to
the point at which the Company is profitable. These conditions,
among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding these
matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
April 14, 2011
2
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 2010 AND 2009
---------------------------------
ASSETS
December 31, December 31,
2010 2009
----- -----
Current Assets
Cash $ 450 $ 500
------ ------
TOTAL ASSETS $ 450 $ 500
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Accrued Liabilities $ 3,000 $3,000
-------- ------
Total Liabilities 3,000 3,000
-------- ------
Stockholders' deficit
Preferred stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
21,500,000 issued and outstanding 2,150 100
Discount on common stock (2,100) -
Additional paid-in capital 2,717 2,717
Deficit accumulated during
development stage (5,317) (5,317)
-------- -------
Total Stockholders' Deficit (2,550) (2,500)
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 450 $ 500
======= =======
See accompanying notes to financial statements
3
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Years Ended December 31, 2010 and 2009 and for the Period
from September 13, 2006 (Inception) to December 31, 2010
-----------------------
For the Year For the Year For the Period from
Ended Ended September 13, 2006
December 31, December 31, (Inception) to
2010 2009 December 31, 2010
----------- ------------ --------------
Income $ - $ - $ -
Expenses
Organization expense - - 650
Professional Fees - 2,667 4,667
---------- --------- ---------
Total expenses - 2,667 5,317
---------- --------- ---------
Other Income (Expense)
Net loss - $(2,667) $ (5,317)
========== ========== ========= ==========
Basic and diluted-- $ - $ -
loss per share ========== ==========
Weighted average
number of shares
outstanding,basic
and diluted 2,572,603 1,000,000
========== ==========
See accompanying notes to financial statements
4`1
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from September 13, 2006 (Inception)
to December 31, 2010
--------------------
Deficit
Accumulated Total
Common Stock Discount Additional During Stockholders'
----------------- on Common Paid-In Development Equity
Shares Amount Stock Capital Stage (Deficit)
------- ------ ------- ---------- --------- ----------
Balance, September 13,
2006 (Date of Inception) - $ - $ - $ - $ - $ -
Common stock issuance 1,000,000 100 - 400 - 500
Fair value of expenses
contributed - - - 535 - 535
Net loss - - - - (535) (535)
-------------- ---------- ------ ------- ------- -------- --------
Balance as of
December 31, 2006 1,000,000 $ 100 $ - $ 935 $ (535) $ 500
-------------- ---------- ------ ------- ------- -------- --------
Fair value of expenses
contributed - - - 115 - 115
Net loss - - - - (115) (115)
-------------- ---------- ------ ------- ------- -------- --------
Balance as of
Dcember 31, 2007 1,000,000 $ 100 $ - $ 1,050 $ (650) $ 500
-------------- ---------- ------ ------- ------- -------- --------
Net loss - - - - (2,000) (2,000)
-------------- ---------- ------ ------- ------- -------- --------
Balance as of
December 31, 2008 1,000,000 $ 100 $ - $ 1,050 $(2,650) $ (1,500)
-------------- ---------- ------ ------- ------- -------- --------
Fair value of expenses
contributed - - - 1,667 - 1,667
Net loss - - - - (2,667) (2,667)
-------------- ---------- ------ ------- ------- -------- --------
Balance as of
December 31, 2009 1,000,000 $ 100 $ - $ 2,717 $(5,317) $ (2,500)
-------------- ---------- ------ ------- ------- -------- --------
Redemption of stock
by founder (500,000) (50) - - - (50)
Issuance of common
stock 21,000,000 2,100 (2,100) - - -
Net loss - - - - - -
-------------- ---------- ------ ------- ------- -------- --------
Balance as of
December 31, 2010 21,500,000 $2,150 $(2,100) $ 2,717 $(5,317) $(2,550)
-------------- ---------- ------ -------- ------- -------- --------
See accompanying notes to financial statements
5
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2010 and 2009 and for the Period
from September 13, 2006 (Inception) to December 31, 2009
------------------------
For the Year For the Year For The Period from
Ended Ended September 13, 2006
December 31, December 31, (Inception) to
2010 2009 December 31 2010
----------- ------------- ----------------
OPERATING ACTIVITIES
Net loss $ - $ (2,667) $ (5,317)
AdjustmentS to reconcile
net loss to net cash used by
operating activities
Contributed organizationl expenses - - 650
Contriubed professional fees - 1,667 1,667
Increase in liabilities - 1,000 3,000
---------- ------------ -----------
Net Cash Used In Operating Activities - - -
---------- ------------ -----------
INVESTING ACTIVITIES - - -
---------- ------------ -----------
FINANCING ACTIVITIES
Redemption of common stock (50) - 450
---------- ------------ -----------
Net Cash used in financing
Activities (50) - 450
---------- ------------ -----------
Net decrease in Cash (50) - 450
Cash at beginning of period 500 500 -
Cash at end of period $ 450 $ 500 -
========== ============ ===========
See accompanying notes to financial statements
6
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Opera Jet International, Ltd., formerly Canistel Acquisition
Corporation, (a development stage company) ("the Company") was
incorporated in Delaware on September 13, 2006, to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. As
of December 31, 2010, the Company had not yet commenced any
formal business operations, and all activity to date relates to the
Company's formation. The Company's fiscal year end is December 31.
In December 2010, the Board of Directors of the Company effected a
change in ownership whereby the two original stockholders of the
Company each redeemed 50% of their then respective outstanding
common stock in exchange for par value of the stock. The Company
then issued 21,000,000 shares to new investors in order to evoke the
change in ownership.
(B) Use of Estimates
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(D) Taxes
Financial Accounting Standards Board ("FASB") Accounting
Standards Codifcation ("ASC") 740-10-50-2 requires deferred tax
assets and liabilities be recognized for future tax consequence
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to be applied to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the
statement of income in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more
likely than not these items will either expire before the Company is
able to realize their benefits, or that future deductibility is uncertain.
Losses incurred by the Company in prior years provide for a net
operating loss carry-forward. However, due to the unpredictability of
the Company's future net income, the asset's balance has been fully
reserved for.
(E) Loss Per Common Share
Basic loss per common share is computed by dividing income
available to common stockholders by the weighted-average number of
common shares outstanding during the period. Diluted earnings per
share is computed similar to basic earnings per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. There were no potentially dilutive securities for the years
ended December 31, 2010 and 2009.
(F) Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements and Disclosures"
establishes a three-tier fair value hierarchy, which prioritizes the inputs
in measuring fair value. The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value
are observable in the market.
These tiers include:
7
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly
observable; and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to
develop its own assumptions.
The carrying amounts of financial assets and liabilities, such as cash
and cash equivalents and accrued liabilities approximate their fair
values because of the short maturity of these instruments.
(G) Recently Adopted Accounting Pronouncements
In June 2009, the FASB issued authoritative guidance on an
amendment of accounting for transfers of financial assets, and seeks to
improve the relevance and comparability of the information that a
reporting entity provides in its financial statements about transfers of
financial assets; the effects of the transfer on its financial position,
financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. The authoritative
guidance eliminates the concept of a qualifying special-purpose entity,
creates more stringent conditions for reporting a transfer of a portion of
a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. The authoritative guidance is effective for interim and
annual reporting periods beginning after November 15, 2009. This
guidance did not significantly impact our financial statements.
In June 2009, the FASB issued authoritative guidance on consolidation
of variable interest entities, which requires an enterprise to determine
whether its variable interest or interests give it a controlling financial
interest in a variable interest entity. The primary beneficiary of a
variable interest entity is the enterprise that has both (1) the power to
direct the activities of a variable interest entity that most significantly
impact the entity's economic performance, and (2) the obligation to
absorb losses of the entity that could potentially be significant to the
variable interest entity or the right to receive benefits from the entity
that could potentially be significant to the variable interest entity. The
authoritative guidance requires ongoing reassessments of whether an
enterprise is the primary beneficiary of a variable interest entity and is
effective for interim and annual reporting periods beginning after
November 15, 2009. This guidance did not significantly impact our
financial statements.
In October 2009, the FASB, issued updates to revenue recognition for
arrangements with multiple deliverables and accounting for revenue
arrangements that include software elements. Under the new guidance
on arrangements that include software elements, tangible products that
have software components that are essential to the functionality of
the tangible product will no longer be within the scope of the software
revenue recognition guidance, and software-
effective for interim or annual periods beginning after June 15, 2010,
with early adoption permitted. The Company's management believes
adopting the new guideline will not significantly impact its financial
statements.
Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the American Institute of
Certified Public Accountants, and the Securities and Exchange
Commission did not or are not believed by management to have a
material impact on the Company's present or future financial
statements.
NOTE 2 INCOME TAXES
There is no provision for income taxes because the Company has
incurred net operating losses. There are no deferred tax assets from
temporary differences other than net operating losses, because the
Company is still in the development stage and has only incurred
professional fees in connection with its filings with the SEC.
Realization of deferred tax assets is dependent upon future earnings if
any, of which the timing and amount are uncertain. Therefore, the
deferred tax assets have been fully reserved for by a valuation
allowance. The valuation allowance was the same for the years ended
December 31, 2010 and 2009. Significant components of the
Company's deferred tax assets are as follows:
8
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
2010 2009
Net operating loss carryforwards $ 1,808 $ 1,808
Valuation allowance 1,808 1,808
----------- ----------
Net deferred tax asset $ - $ -
At December 31, 2010 the Company's federal net operating loss
carry-forward was $5,317 which will begin to expire in 2026. The
availability of the federal net operating loss carry-forward may be
subject to limitations based on ownership changes as defined in the
United States Internal Revenue Code, which could prevent the
Company from realizing some or all of its net operating loss
carry-forward.
NOTE 3 GOING CONCERN
The Company has sustained operating losses since inception of the
Company on September 13, 2006. Additionally, the Company has
total stockholders' deficit of $5,317 at December 31, 2010. The
Company also has a net loss from operations of $0 and $2,667 for the
years ended December 31, 2010 and 2009, respectively. The
Company's continuation as a going concern is dependent on its ability
to generate sufficient cash flows from operations to meet its
obligations, which it has not been able to accomplish to date, and /or
obtain additional financing from its stockholders and/or other third
parties.
While the Company strongly believes that its capital resources will be
sufficient in the near term, there is no assurance that the Company's
activities will generate sufficient revenues to sustain its operations
without additional capital, or if additional capital is needed, that such
funds, if available, will be obtainable on terms satisfactory to the
Company. The immediate future success of the Company is dependent
on its ability to find and successfully merge with a target business and
on the President and/or Tiber Creek Corporation to financially support
the Company until that time
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern; however, the
above conditions raise substantial doubt about the Company's ability
to do so. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue
as a going concern.
NOTE 4 STOCKHOLDERS' EQUITY
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $0.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $0.0001 par value. The Company issued 500,000 shares of its
common stock to Tiber Creek Corporation, a Delaware corporation,
and 500,000 shares of its common stock to IRAA Fin Serv, an
unincorporated California business entity, pursuant to Section 4(2) of
the Securities Act of 1933 for an aggregate consideration of $500.
In December 2010, Tiber Creek Corporation and IRAA Fin Serv each
redeemed 250,000 shares of their respective common stock (500,000
total shares) for a redemption price of $50.
In December 2010, the Company issued 21,000,000 shares of common
stock to new unrelated third party investors in order to evoke a
change in ownership.
9
OPERA JET INTERNATIONAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 RELATED PARTIES
Legal counsel to the Company is a firm owned by a former officer of
the Company who also owns 100% of the outstanding stock of Tiber
Creek Corporation, a minority shareholder. Tiber Creek Corporation
is expected to perform consulting services for the Company in the
future. Additional paid-in capital as of December 31, 2010 includes
$2,717 which is the fair value of organization and professional costs
incurred by related parties on behalf of the Company.
NOTE 6 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
April 14, 2011, the date the financial statements were available to be
issued.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
OPERA JET INTERNATIONAL LTD.
By: /s/ Dr. Martin Hudec
Dr. Martin Hudec, President
Dated: April 14, 2011
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Dr. Martin Hudec Director April 14, 2011
