SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2011
OR
[ ] 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.
(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)
(011) 421 2 2090 2741
(Registrant's telephone number, including area code)
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.
Yes X 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" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2011
Common Stock, par value $0.0001
Documents incorporated by reference: None
PART I
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2011 and December 31, 2010 2
Statements of Operations for the Three Months Ended March 31,
2011 and 2010 and for the Period from September 13, 2006
(Inception) to March 31, 2011 3
Statements of Changes in Stockholders' Deficit for the Period
from September 13, 2006 (Inception) to March 31, 2011 4
Statements of Cash Flows for the Three Months Ended
March 31, 2011 and 2010 for the Period from September 13,
2006 (Inception) to March 31, 2011 5
Notes to Financial Statements 6-9
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of March 31, 2011 and December 31, 2010
ASSETS
------
March 31, December 31,
2011 2010
---------- ------------
(Unaudited)
Current Assets
Cash $ 450 $ 450
-------- ---------
TOTAL ASSETS $ 450 $ 450
======== =========
LIABILITIES and STOCKHOLDERS'DEFICIT
Liabilities
Accrued liabilities $ 3,000 $ 3,000
-------- ---------
Total Current Liabilities 3,000 3,000
-------- ---------
Stockholders' Deficit
Preferred stock; $0.0001 par value,
20,000,000 shares authorized;
0 shares issued and outstanding - -
Common Stock, $0.0001 Par Value,
100,000,000 shares authorized;
21,500,000 Shares issued and
Outstanding 2,150 2,150
Discount on common stock (2,100) (2,100)
Additional paid-in capital 3,967 2,717
Deficit accumulated during
development stage (6,567) (5,317)
--------- ---------
Total stockholders' deficit (2,550) (2,550)
--------- ---------
TOTAL LIABILITIES and
STOCKHOLDERS' DEFICIT $ 450 450
========= =========
See the accompanying notes to the financial statements
F-2
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTs OF OPERATIONS
For the Three Months Ended March 31, 2011 and for the Period from
September 13, 2006 (Inception) to March 31, 2011
(UNAUDITED)
For the Three For the three For the Period
Months Ended Months Ended from September 13,
March 31, March 31, 2006 (Inception)
2011 2010 to March 31, 2011
(Unaudited) (Unaudited)
------------- -------------- -----------------
<c> <c>
Income $ - $ - $ -
Expenses
Organization expense - - 650
Professional Fees 1,250 - 5,917
------------- -------------- -----------------
Total expenses 1,250 - 6,567
------------- -------------- -----------------
Other Income (Expense)
Net loss $ (1,250) $ - $ (6,567)
============= ============== ================
Basic and diluted loss per share $ - $ -
============= ==============
Weighted Average number of shares 21,500,000 1,000,000
outstanding; basic and diluted ------------- --------------
See accompanying notes to financial statements
F-3
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS'DEFICIT
For the Period from September 13, 2006 (Inception) to March 31, 2011
Deficit Total
Accumulated Stock
Discount Additional during holders'
Common Stock on Common Paid-in Development Equity
Shares Amount Stock Capital Stage (Deficit)
--------- ------- --------- --------- ---------- ----------
Balance, September 13, 2010 - $ - $ - $ - $ - $ -
(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 December
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)
--------------------------------------------------------------------------------------------------
Fair value of expenses
contributed - - - 1,250 - 1,250
Net loss - - - - (1,250) (1,250)
--------------------------------------------------------------------------------------------------
Balance as of March 31,
2011 21,500,000 $2,150 $(2,100) $ 3,967 $ (6,567) $(2,500)
--------------------------------------------------------------------------------------------------
See the accompanying notes to the financial statements
F-4
OPERA JET INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2011
and for the Period from September 13, 2006 (Inception) to March 31, 2011
(Unaudited)
------------------------
For the Three For the Three For the Period
Months Ended Months Ended from September 13,
March 31, March 31, 2006 (Inception)
2011 2010 to March 31, 2011
(Unaudited) (Unaudited)
-------------- ----------- -------------
OPERATING ACTIVITIES
Net loss $ (1,250) $ - $ (6,567)
Adjustments to reconcile net loss to net
cash used by operating activities
Contributed organizational expenses - - 650
Contributed professional fees 1,250 - 2,917
Increase in liabilities - - 3,000
-------------- ----------- -------------
INVESTING ACTIVITIES - - -
-------------- ----------- -------------
FINANCING ACTIVITIES
Redemption of common stock - - 450
-------------- ----------- -------------
Net cash used in financing activities - - 450
-------------- ----------- -------------
Net decrease in Cash - - 450
Cash at beginning of period 450 500 -
-------------- ----------- -------------
Cash at end of period $ 450 $ 500 $ 450
=============- =========== =============
See accompanying notes to financial statements
F-5
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 three months ended March 31, 2011 and 2010.
(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:
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 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. This guidance did not significantly impact our
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 as of March 31, 2011 and December 31, 2010. Significant components
of the Company's deferred tax assets are as follows:
At March 31, 2011 the Company's federal net operating loss carry-forward
was $6,567 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 $6,567 at March 31, 2011. The Company also has
a net loss from operations of $1,250 and $0 for the periods ended March 31,
2011 and 2010, 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 the principal
stockholder(s) 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.
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 March 31, 2011 includes $3,967 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 May 13,
2011, the date the financial statements were available to be issued.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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.
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.
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.
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.
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.
There is currently no public market for the Company's securities.
At such time as it qualifies, if at all, 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, if at all, 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.
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.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures 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
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
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, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 21,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate purchase price of $2,000:
On December 3, 2010, the Company issued the following shares of its
common stock:
Name Number of Shares Consideration
Forsyma Holdings Limited 20,000,000
Otto Clark 500,000
Vladimir Ulman 500,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements 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/ Martin Hudec
President, Chief Financial Officer
Dated: May 14, 2011