SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 6, 2005
VisiJet, Inc.
(Exact name of the Company as specified in its charter)
Delaware 0--256111 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
192 Technology Drive, Suite Q
Irvine, California 92618
(Address of principal executive offices)
The Company's telephone number, including area code:
949-453-9652
SECTION 4-MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.02(a) - NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On January 6, 2005, the Company determined to restate its second and
third quarter 2004 financial statements and to file amended Quarterly Reports on
Form 10-QSB for each such period. The restatement is necessary in order to
properly reflect the effects of the beneficial conversion feature attributable
to certain convertible debenture agreements entered into during the respective
quarters.
The market price of the Company's Common Stock on the date of issuance
of the debentures in the second quarter was $0.71 per share, and the market
price of the Company's Common Stock on the date of issuance of the debentures in
the third quarter was $.57. In accordance with EITF 98-5, as amended by EITF
00-27, because the debentures were sold at an effective conversion price less
than the market value of the underlying components of the security, a beneficial
conversion to the holders of the debentures occurred. Accordingly, the Company
recorded a discount to the principal of the debenture and added a corresponding
amount to common stock additional paid in capital. The recorded discount
resulting from the beneficial conversion is recognized as non-cash interest
expense from the date of issuance to the earliest date on which the debt is
convertible by the debenture holders. Since the debt is convertible at the
option of the debenture holders at any time following issuance, the entire
discount recorded should be recognized as non-cash interest expense during the
quarter in which it occurred. The impact of the adjustment on the Company's
balance sheet will be to increase, by an identical amount, both share capital
and accumulated deficit. As such, there will be no net impact to total
shareholders' equity as previously reported.
The restated financial statements include adjustments to increase both
non-cash interest expense and common stock additional paid in capital by
$578,286 for the quarter ending June 30, 2004 and $242,853 for the quarter
ending September 30, 2004
The Company's decision to record the discount, and the decision to
restate the second and third quarter 2004 financial statements, was made on
January 6, 2005 with the concurrence of the Company's independent auditor,
Peterson & Company, LLP, and the approval of the Company's Board of Directors.
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.
VisiJet, Inc., a Delaware
corporation
By: /s/ Laurence M. Schreiber
--------------------------------
Laurence M. Schreiber, Secretary
Date: January 27, 2005