SEC Filing Summary: Plastron Acquisition Corp. II
Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended September 30, 2008. The registrant is Plastron Acquisition Corp. II, a Delaware corporation and "shell company" formed in January 2006. The company is in the development stage with no active operations, existing solely to raise capital for a potential merger or acquisition with an operating business. The filing identifies the company as a "blank check" company and a smaller reporting company.
Key Financial Metrics
| Metric | As of Sep 30, 2008 | As of Dec 31, 2007 |
|---|---|---|
| Cash and Cash Equivalents | $1,630 | $1,844 |
| Total Assets | $1,630 | $1,844 |
| Total Liabilities | $24,204 | $13,451 |
| Stockholders' Deficit | ($22,574) | ($11,607) |
| Accumulated Deficit | ($52,574) | ($41,607) |
| Revenue (9 Months) | $0 | $0 |
| Net Loss (9 Months) | ($10,967) | ($23,896) |
| Net Loss (3 Months) | ($5,225) | ($12,119) |
Liquidity and Debt: The company has a working capital deficiency of $22,574. Liabilities consist entirely of related-party debt: a note payable of $22,500 and accrued interest of $1,704. There are no long-term liabilities.
Material Changes
- Debt Increase: Total liabilities increased by approximately 80% from the prior year-end, driven by a $10,000 loan from related parties (company directors) in April 2008 and accrued interest.
- Cash Burn: Cash and cash equivalents decreased by $214 during the nine-month period, reflecting a net cash outflow from operating activities of $10,214, partially offset by the $10,000 financing inflow.
- Expense Reduction: Net loss for the nine months ended September 30, 2008 ($10,967) was significantly lower than the same period in 2007 ($23,896), attributed to reduced professional fees for filings and formation costs.
Outlook, Risks, and Management Commentary
Going Concern: Management explicitly states that the company's recurring losses, accumulated deficit, 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 resulting from this uncertainty.
Future Plans: The company intends to issue more shares of common stock to raise funds. Its primary objective for the next 12 months is to locate and consummate a business combination (merger or acquisition) with an operating company. No specific target has been identified.
Risks: The company has no revenue and relies entirely on capital investment or loans from stockholders and management to fund operations. There is no assurance that a business combination will be achieved or that additional funding will be available.
Investor Verification Checklist
- Related Party Transactions: Verify the terms and repayment status of the $22,500 in notes payable owed to company directors and their affiliated entity (Broadband Capital Management, LLC).
- Capital Adequacy: Confirm the company's ability to meet filing and operational costs given the minimal cash balance ($1,630) and significant working capital deficit.
- Shell Status: Acknowledge the company is a "shell" with no operations; investment value is entirely contingent on a future merger.
- Share Count: Note that 2,000,000 shares of common stock are outstanding, with no preferred stock issued.