SEC Filing Summary: Plastron Acquisition Corp. II
Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2008, for Plastron Acquisition Corp. II. The registrant is a Delaware corporation classified as a "shell company" and a "blank check" company in the development stage. Its primary objective is to raise capital to pursue a merger, acquisition, or business combination with an operating entity. The company has no specific business plan or active operations other than organizational efforts and seeking a target company.
Key Financial Metrics
| Metric | Value (as of/for period ended June 30, 2008) |
|---|---|
| Revenue | $0 (No revenue generated since inception) |
| Net Loss (6 months) | $(5,742) |
| Net Loss (3 months) | $(2,886) |
| Cash and Cash Equivalents | $6,524 |
| Total Assets | $6,524 |
| Total Liabilities | $23,873 |
| Working Capital | $(17,349) (Deficiency) |
| Accumulated Deficit | $(47,349) |
| Debt (Related Party Notes) | $22,500 Principal + $1,373 Accrued Interest |
| Shares Outstanding | 2,000,000 Common Shares |
Material Changes vs. Prior Period
- Liquidity: Cash increased from $1,844 at December 31, 2007, to $6,524 at June 30, 2008, primarily due to a $10,000 loan from related parties during the six-month period.
- Liabilities: Total current liabilities increased from $13,451 to $23,873. This increase is driven by new promissory notes issued to directors totaling $10,000 and accrued interest.
- Operating Expenses: General and administrative expenses for the six months ended June 30, 2008, were $5,320, compared to $11,527 for the same period in 2007. The reduction is attributed to lower professional fees in the current period.
- Net Loss: The net loss for the six months ended June 30, 2008, was $(5,742), a decrease from the $(11,777) loss recorded in the same period of 2007.
Outlook, Risks, and Management Commentary
- Going Concern: The filing 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 that might result from this uncertainty.
- Capital Strategy: Management plans to issue more shares of common stock to raise funds. The company is dependent on capital investment or loans from stockholders and management to fund operations and pursue a business combination.
- Related Party Transactions: On April 15, 2008, three directors (Michael Rapp, Philip Wagenheim, and Clifford Chapman) loaned the company $10,000 total. These notes bear interest at 8.25% and mature upon a business combination or five years from issuance. In the event of default, the interest rate increases to 18%.
- Future Operations: The company anticipates incurring costs related to filing SEC reports and investigating potential acquisitions over the next 12 months. No revenue is expected unless a merger or acquisition is consummated.
Investor Verification Checklist
- Verify the company's ability to secure additional financing, as current cash ($6,524) is insufficient to cover liabilities ($23,873) and ongoing operational costs.
- Confirm the status of the related-party loans and whether the directors are willing to extend further credit or convert debt to equity.
- Assess the timeline for a potential business combination, as the company has no revenue and relies entirely on a merger to generate value.
- Review the "blank check" status and associated risks, including the lack of a specific target business and the potential for the company to cease operations if a combination is not found.
- Check for any subsequent events or filings that may indicate a change in the company's financial condition or a new acquisition target.