SEC Filing Summary: Zeta Acquisition Corp. III (10-Q)
Business Context and Reporting Period
This filing is a Quarterly Report on Form 10-Q for Zeta Acquisition Corp. III (the "Company") for the period ended March 31, 2009. The Company is a Delaware corporation organized as a "blank check" company and a shell company. Its sole purpose is to investigate and acquire a target business to achieve long-term growth potential. As of the filing date, the Company had no specific business plan, no identified target, and no active operations other than organizational efforts and seeking a business combination.
Key Financial Metrics
| Metric | Three Months Ended Mar 31, 2009 | Cumulative (Inception to Mar 31, 2009) |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(3,405) | $(52,005) |
| Cash and Cash Equivalents | $7,408 | $7,408 |
| Total Assets | $7,408 | $7,408 |
| Total Liabilities | $9,413 | $9,413 |
| Stockholders' Equity (Deficit) | $(2,005) | $(2,005) |
| Net Cash Used in Operating Activities | $(100) | $(42,592) |
| Net Cash Provided by Financing Activities | $0 | $50,000 |
Note: The filing text does not provide margin data as there is no revenue. The company is in a development stage with no operations.
Material Changes vs. Prior Period
- Net Loss Reduction: The net loss for the three months ended March 31, 2009, was $3,405, a decrease from the $9,084 loss reported for the same period in 2008. The 2008 loss included significant formation costs, whereas the 2009 loss consisted primarily of professional fees for annual reporting.
- Liquidity Position: Cash and cash equivalents decreased slightly from $7,508 at December 31, 2008, to $7,408 at March 31, 2009.
- Liabilities: Current liabilities increased from $6,108 to $9,413, driven by an increase in accounts payable and accrued expenses.
- Equity Status: The Company moved from a positive stockholders' equity of $1,400 at year-end 2008 to a deficit of $(2,005) by March 31, 2009.
Outlook, Risks, and Management Commentary
- Going Concern: Management asserts that the Company's lack of revenue and dependence on capital investment raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might be necessary if the Company cannot continue operations.
- Liquidity Risk: The Company has no assurance it can satisfy cash requirements for the next twelve months. It is dependent on related parties for continued funding and capital resources.
- Business Plan: The Company anticipates incurring costs related to filing Exchange Act reports and investigating potential acquisitions. It plans to fund these through treasury funds, fee deferrals, or loans/investments from stockholders and management.
- Acquisition Risks: Any future target may be financially unstable or in early development stages. The selection of a business combination is described as complex and extremely risky.
- Related Party Transactions: The Company utilizes office space and equipment of an officer/director at no cost. A $10,000 promissory note to a stockholder was issued and subsequently repaid from stock sale proceeds.
Investor Verification Checklist
- Verify the Company's ability to secure additional funding from related parties to cover operating costs for the next 12 months.
- Confirm the status of any ongoing discussions with potential target companies, as none have been identified.
- Review the terms of any future loans or equity investments required to maintain the Company's public reporting status.
- Assess the risk of the Company being unable to consummate a business combination, which would likely lead to liquidation.
- Check for any changes in the "blank check" or "shell company" status that might affect trading or regulatory requirements.