SEC Filing Summary: Plastron Acquisition Corp. II (10-Q)
Business Context and Reporting Period
This report covers the quarterly period ended September 30, 2009. The registrant is Plastron Acquisition Corp. II, a Delaware corporation classified as a "shell company" and a "development stage company." The entity was formed to raise capital for a potential merger or acquisition with an operating business but currently has no specific business plan or active operations. The filing identifies the company as a "blank check" company with no revenues generated since inception (January 24, 2006).
Key Financial Metrics
| Metric | Value (Sep 30, 2009) | Value (Dec 31, 2008) |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss (9 Months) | $(23,030) | $(10,967) |
| Cash and Cash Equivalents | $6,697 | $582 |
| Total Assets | $6,697 | $582 |
| Total Liabilities | $53,606 | $25,390 |
| Stockholders' Deficit | $(46,910) | $(24,808) |
| Working Capital | $(46,909) | $(24,808) |
Debt Composition: Total liabilities consist entirely of related-party obligations, including a note payable of $49,000 and accrued interest of $3,820.
Material Changes vs. Prior Period
- Increased Losses: Net loss for the nine months ended September 30, 2009, was $23,030, compared to $10,967 for the same period in 2008. This increase is attributed to higher general and administrative expenses ($21,202 vs. $10,214) and increased interest expense on related-party loans ($1,828 vs. $753).
- Liquidity Position: Cash balances increased from $582 to $6,697, driven by financing activities rather than operations. The company utilized $26,500 in new related-party loans and $928 in proceeds from a common stock issuance.
- Liability Growth: Total liabilities more than doubled from $25,390 to $53,606 due to additional borrowings from related parties (Broadband Capital Management, LLC and company directors).
Outlook, Risks, and Management Commentary
Going Concern: Management explicitly states that the company's recurring net operating losses, accumulated deficit of $(77,838), and working capital deficiency raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments for potential asset recoverability or liability classification changes resulting from this uncertainty.
Future Operations: The company has no active operations and generates no cash flow. Its primary objective for the next 12 months is to locate a suitable acquisition candidate. Management plans to fund operations through additional share issuances or loans from stockholders and management.
Risks:
- Capital Dependency: The company is entirely dependent on related parties for funding. If capital is unavailable, the company cannot implement its plan of operations.
- Acquisition Risk: Any target business selected may be financially unstable or in early development stages, carrying inherent risks.
- Related Party Transactions: Significant debt and management control are concentrated among related parties (Broadband Capital Management, LLC and directors Michael Rapp, Philip Wagenheim, and Clifford Chapman).
Investor Verification Checklist
- Capital Adequacy: Verify if the company has secured additional funding beyond the $6,697 cash on hand to cover the $53,606 in liabilities and ongoing operating costs.
- Related Party Terms: Review the specific terms of the notes payable to Broadband Capital Management, LLC and directors, including interest rates (4% to 8.25%) and maturity dates tied to a business combination.
- Stock Issuance: Confirm the status of the 61,856 shares issued in May 2009 and any subsequent equity raises intended to resolve the working capital deficiency.
- Acquisition Progress: Assess if any definitive agreements for a merger or acquisition have been reached, as the company has no revenue without such a transaction.