SEC Filing Summary: Plastron Acquisition Corp. II
Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2009, for Plastron Acquisition Corp. II. The registrant is a Delaware corporation classified as a "shell company" and a "development stage company." Its primary business objective is to raise capital to pursue a merger, acquisition, or business combination with an operating entity. The company has no active operations, generates no revenue, and relies on related-party financing and equity issuances to fund organizational costs and search for a target.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2009 | Cumulative from Inception (Jan 24, 2006) to June 30, 2009 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(15,921) | $(70,729) |
| Cash and Cash Equivalents | $239 (Ending Balance) | N/A |
| Total Assets | $239 | N/A |
| Total Liabilities | $40,040 | N/A |
| Stockholders' Deficit | $(39,801) | $(39,801) |
| Working Capital | $(39,801) | N/A |
| Common Shares Outstanding | 2,061,856 | 2,061,856 |
Note: The filing text does not provide specific margin data as there is no revenue. Debt consists entirely of related-party notes and accrued interest.
Material Changes vs. Prior Period
- Liquidity Decline: Cash and cash equivalents decreased from $582 as of December 31, 2008, to $239 as of June 30, 2009, a reduction of $343.
- Increased Liabilities: Total current liabilities rose from $25,390 to $40,040. This increase was driven by a new $14,500 loan from a related party (Broadband Capital Management, LLC) and accrued interest.
- Equity Issuance: The company issued 61,856 shares of common stock on May 14, 2009, raising approximately $928 in cash.
- Operating Loss: Net loss for the six months ended June 30, 2009, was $(15,921), compared to $(5,742) for the same period in 2008. The increase is attributed to professional fees for filing quarterly and annual reports.
Outlook, Risks, and Management Commentary
- Going Concern: Management explicitly states that the company's recurring losses, accumulated deficit of $(70,729), 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.
- Capital Needs: The company plans to issue additional shares of common stock to raise funds necessary to continue operations and pursue a business combination. It is dependent on related parties for continued funding.
- Business Plan: The company intends to identify a target business for a reverse merger or acquisition. It does not restrict its search to any specific industry or geography. No assurance is given that a combination will be achieved.
- Risks: Risks include the inability to secure additional financing, the failure to identify a suitable acquisition target, and the inherent risks of investing in early-stage or financially unstable companies.
Investor Verification Checklist
- Cash Runway: Verify if the current cash balance of $239 is sufficient to cover filing fees and administrative costs for the next 12 months without immediate additional financing.
- Related Party Debt: Review the terms of the $37,000 in related-party notes payable, specifically the maturity dates and interest rates (4% to 8.25%), and the conditions triggering repayment (e.g., consummation of a merger).
- Equity Dilution: Assess the impact of future equity issuances required to fund operations on existing shareholders, given the current low share price ($0.015).
- Management Continuity: Confirm the continued involvement of key officers (Michael Rapp, Philip Wagenheim, Clifford Chapman) who also manage the related-party lender, Broadband Capital Management, LLC.
- Regulatory Status: Verify the company's compliance with SEC reporting requirements as a "shell company" and "blank check" company.