ONE Group Hospitality, Inc. - Annual Report: 2008 (Form 10-K)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark
One)
x ANNUAL REPORT
UNDER SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2008
o TRANSITION REPORT
UNDER SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ______________ to ______________
Commission
File Number 000-52651
PLASTRON
ACQUISITION CORP. II
(Exact
name of registrant as specified in its charter)
|
Delaware
|
14-1961545
|
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
|
incorporation
or organization)
|
Identification
No.)
|
c/o
Michael Rapp, 712 Fifth Avenue, New York, NY, 10019
(Address
of principal executive offices)
(212)
277-5301
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
(Title of
Class)
Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes ¨ No x
Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. ¨
Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No ¨
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ¨
Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large Accelerated Filer ¨
|
Accelerated Filer
¨
|
|
|
Non-accelerated Filer
¨
|
Smaller Reporting Company x
|
|
|
(Do not check if a smaller reporting company.)
|
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No
As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.
APPLICABLE
ONLY TO CORPORATE REGISTRANTS
As of
March 26, 2009, there were 2,000,000 shares of common stock, par value $.0001,
outstanding.
2
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Plastron
Acquisition Corp. II (the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
3
PART
I
Item
1. Description of Business.
Plastron
Acquisition Corp. II (“we”, “us”, “our”, the "Company") was incorporated in the
State of Delaware on January 24, 2006 and maintains its principal executive
office at c/o Michael Rapp, 712 Fifth Avenue, New York, NY 10019. The
Company was formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. The Company filed a
Registration Statement on Form 10-SB with the U.S. Securities and Exchange
Commission (the “SEC”) on May 15, 2007, and since its effectiveness, the Company
has focused its efforts to identify a possible business
combination. The business purpose of the Company is to seek the
acquisition of, or merger with, an existing company. The Company
selected December 31 as its fiscal year end.
The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
The analysis of new business
opportunities will be undertaken by or under the supervision of the sole
officers and director of the Company. As of this date, the Company
has not entered into any definitive agreement with any party, nor have there
been any specific discussions with any potential business combination candidate
regarding business opportunities for the Company. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:
(a) Potential
for growth, indicated by new technology, anticipated market expansion or new
products;
(b) Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;
(c) Strength
and diversity of management, either in place or scheduled for
recruitment;
4
(d) Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;
(e) The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;
(f)
The extent to which the business opportunity can be advanced;
(g)
The accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and
(h)
Other relevant factors.
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
FORM OF
ACQUISITION
The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.
It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.
The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.
In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
5
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
We
presently have no employees apart from our sole officer and
director. Our sole officer and director is engaged in outside
business activities and anticipate that they will devote to our business very
limited time until the acquisition of a successful business opportunity has been
identified. We expect no significant changes in the number of our employees
other than such changes, if any, incident to a business
combination.
Item 1A. Risk Factors.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
1B. Unresolved Staff Comments.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
2. Description of Property.
The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial. The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.
Item
3. Legal Proceedings.
To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
6
PART
II
Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.
Common
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The
Common Stock is not listed on a publicly-traded market. As of March
26, 2009, there were 3 holders of record of the Common Stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”). The Company has not yet issued any of its preferred
stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.
Recent
Sales of Unregistered Securities
The
Company did not sell any equity securities that were not registered under the
Securities Act during the quarter ended December 31, 2008.
No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
Issuer
Purchases of Equity Securities
None.
Item
6. Selected Financial Data.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
7
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
(i) filing
Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As of December 31, 2008, the Company
had assets equal to $582, comprised exclusively of cash and cash
equivalents. This compares with assets of $1,844, comprised
exclusively of cash and cash equivalents, as of December 31,
2007. The Company’s current liabilities as of December 31, 2008
totaled $25,390, comprised exclusively of notes payable, accrued interest and
accounts payable. This compares with current liabilities equal to
$13,451, comprised exclusively of notes payable and accrued interest as of
December 31, 2007. The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.
8
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the years ended December 31, 2008 and 2007 and for the cumulative
period from January 24, 2006 (Inception) to December 31, 2008.
|
Fiscal Year
Ended
December 31,
2008
|
Fiscal Year
Ended
December 31,
2007
|
For the
Cumulative
Period from
January 24, 2006
(Inception) to
December 31,
2008
|
||||||||||
|
Net Cash (Used
in) Operating Activities
|
$ | (11,262 | ) | $ | (28,156 | ) | $ | (51,918 | ) | |||
|
Net
Cash (Used in) Investing Activities
|
- | - | - | |||||||||
|
Net
Cash Provided by Financing Activities
|
$ | 10,000 | $ | - | $ | 52,500 | ||||||
|
Net
Increase (Decrease) in Cash and Cash Equivalents
|
$ | (1,262 | ) | $ | (28,156 | ) | $ | 582 | ||||
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from January 24, 2006 (Inception) to December 31,
2008. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
fiscal year ended December 31, 2008 and 2007, the Company had a net loss of
$13,201 and $28,656 consisting of legal, accounting, audit, and other
professional service fees incurred in relation to the filing of the Company’s
periodic reports on Form 10-Q and Form 10-K.
For the
cumulative period from January 24, 2006 (Inception) to December 31, 2008, the
Company had a net loss of $54,808 comprised exclusively of legal, accounting,
audit, and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10-SB
in May of 2007, and periodic reports filed on Form 10-Q (or Form 10-QSB) and
annual report on Form 10-KSB.
9
Off-Balance
Sheet Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
8. Financial Statements and Supplementary Data.
Audited financial statements begin on
the following page of this report.
10
INDEX
TO FINANCIAL STATEMENTS
|
Page
|
|
|
F-2
|
|
|
Financial
Statements:
|
|
|
Balance
Sheets
|
F-3
|
|
Statements
of Operations
|
F-4
|
|
Statement
of Changes in Stockholders' Equity (Deficit)
|
F-5
|
|
Statements
of Cash Flows
|
F-6
|
|
Notes
to Financial Statements
|
F-7
|
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Plastron
Acquisition Corp. II
Las
Vegas, Nevada
We have
audited the accompanying balance sheets of Plastron Acquisition Corp. II as of
December 31, 2008 and 2007, and the related statements of operations,
stockholders’ deficit, and cash flows for the years then ended and
from inception (January 24, 2006) through December 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Plastron Acquisition Corp. II. as
of December 31, 2008 and 2007, and the results of its operations and cash flows
for the years then ended and from inception (January 24, 2006) through December
31, 2008 in conformity with U.S. generally accepted accounting
principles.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations, which raise
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
De Joya
Griffith & Company, LLC
/s/ De
Joya Griffith & Company, LLC
Henderson,
NV
March 13,
2009
F-2
Plastron
Acquisition Corp. II
A
Development Stage Company
BALANCE
SHEETS
|
As of
|
As
of
|
|||||||
|
December 31,
|
December 31,
|
|||||||
|
2008
|
2007
|
|||||||
|
(Audited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 582 | $ | 1,844 | ||||
|
Total
current assets
|
582 | 1,844 | ||||||
|
TOTAL
ASSETS
|
$ | 582 | $ | 1,844 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable
|
$ | 854 | - | |||||
|
Accrued
interest - related party
|
2,036 | 951 | ||||||
|
Note
payable - related party
|
22,500 | 12,500 | ||||||
|
Total
current liabilities
|
25,390 | 13,451 | ||||||
|
TOTAL
LIABILITIES
|
25,390 | 13,451 | ||||||
|
STOCKHOLDERS’
DEFICIT:
|
||||||||
|
Preferred
stock, $.0001 par value; 10,000,000 shares authorized; 0 issued and
outstanding
|
- | - | ||||||
|
Common
stock, $.0001 par value; 75,000,000 shares authorized; 2,000,000 shares
issued and outstanding
|
200 | 200 | ||||||
|
Additional
paid-in capital
|
29,800 | 29,800 | ||||||
|
Deficit
accumulated during the development stage
|
(54,808 | ) | (41,607 | ) | ||||
|
TOTAL
STOCKHOLDERS’ DEFICIT
|
(24,808 | ) | (11,607 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 582 | $ | 1,844 | ||||
The
accompanying notes are an integral part of the financial
statements.
F-3
Plastron
Acquisition Corp. II
A
Development Stage Company
STATEMENTS OF
OPERATIONS
|
January 1, 2008
|
January 1, 2007
|
Inception
|
||||||||||
|
to
|
to
|
(January 24, 2006) to
|
||||||||||
|
December 31, 2008
|
December 31, 2007
|
December 31, 2008
|
||||||||||
|
(Audited)
|
(Audited)
|
(Audited)
|
||||||||||
|
REVENUE
|
$ | - | $ | - | $ | - | ||||||
| . | ||||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||
|
General
and administrative expenses
|
12,116 | 28,156 | 52,772 | |||||||||
|
LOSS
FROM OPERATIONS
|
(12,116 | ) | (28,156 | ) | (52,772 | ) | ||||||
|
OTHER
(EXPENSE)
|
||||||||||||
|
Interest
expense - related party
|
(1,085 | ) | (500 | ) | (2,036 | ) | ||||||
|
Total
other (expense)
|
(1,085 | ) | (500 | ) | (2,036 | ) | ||||||
|
NET
LOSS
|
$ | (13,201 | ) | $ | (28,656 | ) | $ | (54,808 | ) | |||
|
BASIC
NET LOSS PER SHARE
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC
|
2,000,000 | 2,000,000 | ||||||||||
The
accompanying notes are an integral part of the financial
statements.
F-4
Plastron
Acquisition Corp. II
A
Development Stage Company
STATEMENT OF STOCKHOLDERS’
DEFICIT
From
January 24, 2006 (Inception) to December 31, 2008
|
Additional
|
Deficit
Accumulated
|
Total
|
||||||||||||||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Paid-in
|
During
the
|
Stockholders'
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Development Stage
|
Deficit
|
||||||||||||||||||||||
|
BALANCE
AT JANUARY 24, 2006, (INCEPTION)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
|
Issuance
of common stock for cash at $.015 per share
|
- | - | 2,000,000 | 200 | 29,800 | - | 30,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (12,951 | ) | (12,951 | ) | |||||||||||||||||||
|
BALANCE
AT DECEMBER 31, 2006
|
- | - | 2,000,000 | 200 | 29,800 | (12,951 | ) | 17,049 | ||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (11,777 | ) | (11,777 | ) | |||||||||||||||||||
|
BALANCES
AT JUNE 30, 2007
|
- | - | 2,000,000 | 200 | 29,800 | (24,728 | ) | 5,272 | ||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (28,656 | ) | (28,656 | ) | |||||||||||||||||||
|
BALANCE
AT DECEMBER 31, 2007
|
- | - | 2,000,000 | 200 | 29,800 | (41,607 | ) | (11,607 | ) | |||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (13,201 | ) | (13,201 | ) | |||||||||||||||||||
|
BALANCE
AT December 31, 2008 (Audited)
|
- | $ | - | 2,000,000 | $ | 200 | $ | 29,800 | $ | (54,808 | ) | $ | (24,808 | ) | ||||||||||||||
The
accompanying notes are an integral part of the financial
statements.
F-5
Plastron
Acquisition Corp. II
A
Development Stage Company
STATEMENTS OF CASH
FLOWS
|
January 1, 2008
|
January 1, 2007
|
Inception
|
||||||||||
|
to
|
to
|
(January 24, 2006) to
|
||||||||||
|
December 31, 2008
|
December 31, 2007
|
December 31, 2008
|
||||||||||
|
(Audited)
|
(Audited)
|
(Audited)
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (13,201 | ) | $ | (28,656 | ) | $ | (54,808 | ) | |||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Increase
in accrued liabilities
|
1,085 | 500 | 2,036 | |||||||||
|
Change
in accounts payable
|
854 | - | 854 | |||||||||
|
Net
cash used in operating activities
|
(11,262 | ) | (28,156 | ) | (51,918 | ) | ||||||
|
|
||||||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from issuance of common stock
|
- | - | 30,000 | |||||||||
|
Proceeds
from loan - related party
|
10,000 | - | 22,500 | |||||||||
|
Net
cash provided by financing activities
|
10,000 | - | 52,500 | |||||||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
(1,262 | ) | (28,156 | ) | 582 | |||||||
|
Cash
and cash equivalents at beginning of period
|
1,844 | 30,000 | - | |||||||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 582 | $ | 1,844 | $ | 582 | ||||||
The
accompanying notes are an integral part of the financial
statements.
F-6
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:
|
|
(a)
|
Organization
and Business:
|
Plastron
Acquisition Corp. II (the “Company”) was incorporated in the state of Delaware
on January 24, 2006 for the purpose of raising capital that is intended to be
used in connection with its business plans which may include a possible merger,
acquisition or other business combination with an operating
business.
The
Company is currently in the development stage as defined in SFAS No. 7. All
activities of the Company to date relate to its organization, initial funding
and share issuances.
Going
Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has not begun generating
revenue, is considered a development stage company, has experienced recurring
net operating losses, had an accumulated deficit of $(54,808) and had a working
capital deficiency of $(24,808) as of December 31, 2008. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management plans to issue more shares of common stock in order to raise funds.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
|
|
(b)
|
Basis
of Presentation:
|
The
accompanying audited financial statements have been prepared in accordance with
Securities and Exchange Commission requirements for financial
statements.
The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
The
financial information is audited. In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present fairly the
financial position as of December 31, 2008 and the results of operations and
cash flows presented herein have been included in the financial
statements.
|
|
(c)
|
Use
of estimates:
|
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
F-7
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
|
|
(d)
|
Cash
and cash equivalents:
|
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
|
|
(e)
|
Income
taxes:
|
The
Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for
Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with SFAS No.
109, “Accounting for Income Taxes.” The Company utilizes the liability method of
accounting for income taxes. Under the liability method deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and the tax basis of the assets and liabilities and are measured using
enacted tax rates and laws that will be in effect, when the differences are
expected to reverse. An allowance against deferred tax assets is recognized,
when it is more likely than not, that such tax benefits will not be
realized.
Any
deferred tax benefit is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.
|
|
(f)
|
Loss
per common share:
|
Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.
|
|
(g)
|
Fair
value of financial instruments:
|
The
carrying value of cash equivalents and accrued expenses approximates fair value
due to the short period of time to maturity.
F-8
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
|
|
(h)
|
New
accounting pronouncements:
|
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations (“SFAS No. 141R”). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity’s first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to
December 31, 2008 will be recorded and disclosed following existing GAAP. The
Company and management does not expect the adoption of SFAS 141R will have a
material impact on the Company’s financial position or results of
operations.
In
September 2006, FASB issued SFAS No. 157, Fair Value Measure (“SFAS No. 157”).
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), expands disclosures
about fair value measurements, and applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 does not
require any new fair value measurements. However, the FASB
anticipates that for some entities, the application of SFAS No. 157 will change
current practice. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, which for the Company
is the fiscal year beginning January 1, 2008. The adoption of this
standard did not have an impact on the Company’s results of operations or
financial position.
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115” (hereinafter “SFAS No. 159”). This statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is expected to expand the
use of fair value measurement, which is consistent with the Board’s long-term
measurement objectives for accounting for financial instruments. This statement
is effective as of the beginning of the Company’s first fiscal year that begins
after November 15, 2007, although earlier adoption is permitted. Effective
January 1, 2008, the Company adopted this statement. To date, the Company has
not applied this standard to the measurement of any reported amounts.
Accordingly, the adoption of this standard did not have an impact on the
Company’s results of operations or financial position.
F-9
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE
1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
|
|
(h)
|
New
accounting pronouncements
(continued):
|
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
160, “Noncontrolling Interests in Consolidated Financial Statements, an
Amendment of ARB 51” (“SFAS 160”) SFAS 160 establishes new accounting and
reporting standards for noncontrolling interests in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 will require entities to clarify
noncontrolling interests as a component of stockholders’ equity and will require
subsequent changes in ownership interests in a subsidiary to be accounted for as
an equity transaction. Additionally, SFAS 160 will require entities to recognize
a gain or loss upon the loss of control of a subsidiary and to remeasure any
ownership interest retained at fair value on that date. This statement also
requires expanded disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. SFAS 160
is effective on a prospective basis for years, and interim periods within those
years, beginning on or after December 15, 2008, except for the presentation and
disclosure requirements, which are required to be applied retrospectively. Early
adoption is not permitted. At December 31, 2008, the Company did not have any
noncontrolling interests in subsidiaries. Management is currently evaluating the
effects, if any, that SFAS 160 will have upon the presentation and disclosure of
noncontrolling interests in the consolidated financial
statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. Early adoption is permitted, but not
expected.
F-10
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE
1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
|
(h)
|
New
accounting pronouncements
(continued):
|
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default when there
is evidence that credit deterioration has occurred in an insured financial
obligation. It also clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities, and
requires expanded disclosures about financial guarantee insurance contracts. It
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.
NOTE 2 - NOTE PAYABLE – RELATED
PARTY:
On March
9, 2007, the Company entered into a loan agreement with Broadband Capital
Management, LLC (“BCM”), pursuant to which the Company agreed to repay $12,500
on or before the earlier of (i) December 31, 2012 or (ii) the date that the
Company (or a wholly owned subsidiary of the Company) consummates a merger or
similar transaction with an operating business (the “Maturity Date”). BCM had
previously advanced the $12,500 on behalf of the Company. Interest shall accrue
on the outstanding principal balance of this loan on the basis of a 360-day year
daily from January 24, 2006, the effective date of the loan, until paid in full
at the rate of four percent (4%) per annum. Interest expense associated with the
loan for the years ending December 31, 2008 and 2007 was $500 and
$500. Clifford Chapman, our director, Michael Rapp, our President and
director, and Philip Wagenheim, our Secretary and director, all serve as
management of BCM, a registered broker-dealer.
On April
15, 2008, Michael Rapp, the President and a director of the Company, Philip
Wagenheim, the Secretary and a director of the Company, and Clifford Chapman, a
director of the Company, loaned the Company $5,000, $3,000 and $2,000,
respectively. The Company issued promissory notes (each the “April 15 Note” and
together, the “April 15 Notes”) to Messrs Rapp, Wagenheim
and Chapman, pursuant to which the principal amounts thereunder shall accrue
interest at an annual rate of 8.25%, and such principal and all accrued interest
shall be due and payable on or before the earlier of (i) the fifth anniversary
of the date of the Note or (ii) the date the Company consummates a business
combination with a private company in a reverse merger or reverse takeover
transaction or other transaction after which the company would cease to be a
shell company. Interest expense associated with the April 15 Notes
for the year ending December 31, 2008 was $584.
F-11
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE 3 - STOCKHOLDERS’
DEFICIT:
The
Company is authorized by its Certificate of Incorporation to issue an aggregate
of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common
stock, par value $.0001 per share (the “Common Stock”) and 10,000,000 are shares
of preferred stock, par value $.0001 per share (the “Preferred Stock”). On March
1, 2006, the Company issued 1,000,000, 600,000, and 400,000 shares to Michael
Rapp, Philip Wagenheim, and Clifford Chapman, respectively, for total cash
consideration of $30,000 or $.015 per share. As of December 31, 2008, 2,000,000
shares of Common Stock were issued and outstanding. All outstanding shares of
Common Stock are of the same class and have equal rights and attributes. The
holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders of the Company. All stockholders are
entitled to share equally in dividends, if any, as may be declared from time to
time by the Board of Directors out of funds legally available. In the event of
liquidation, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of all liabilities. The stockholders do not have
cumulative or preemptive rights.
NOTE 4 - INCOME TAXES
At
December 31, 2008 and 2007, the Company had a federal operating loss
carryforward of approximately $54,808 and $41,607 respectively, which begins to
expire between 2026 and 2028.
Components
of net deferred tax assets, including a valuation allowance, are as follows at
December 31:
|
2008
|
2007
|
|||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating loss carryforward
|
$
|
54,808
|
$
|
41,607
|
||||
|
Total
deferred tax assets
|
19,183
|
14,562
|
||||||
|
Less:
Valuation Allowance
|
(19,183
|
)
|
(14,562
|
)
|
||||
|
Net
Deferred Tax Assets
|
$
|
—
|
$
|
—
|
||||
The
valuation allowance for deferred tax assets as of December 31, 2008 and 2007 was
$19,183 and $14,562, respectively. In assessing the recovery of the
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers
the scheduled reversals of future deferred tax liabilities, projected future
taxable
income, and tax planning strategies in making this assessment. As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of December 31, 2008 and 2007, and recorded a
full valuation allowance.
F-12
PLASTRON
ACQUISITION CORP. II
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Audited)
NOTE 4 - INCOME TAXES
(Continued):
Reconciliation
between the statutory rate and the effective tax rate is as follows for the
years ended December 31:
|
|
2008
|
2007
|
||||||
|
Federal
statutory tax rate
|
(35.0 | )% | (35.0 | )% | ||||
|
Change
in valuation allowance
|
35.0 | % | 35.0 | % | ||||
|
Effective
tax rate
|
0.0 | % | 0.0 | % | ||||
F-13
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.
Item
9A(T). Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report. Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.
Evaluation of Internal
Controls and Procedures
Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
Our
internal control over financial reporting includes those policies and procedures
that:
|
|
·
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of the Company’s management
and directors; and
|
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
As
of December 31, 2008, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.
11
Changes in Internal Controls
over Financial Reporting
There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
(a) Identification
of Directors and Executive Officers. The following table sets forth
certain information regarding the Company’s directors and executive
officers:
|
Name
|
Age
|
Position
|
Term
|
|||
|
Michael
Rapp
|
42
|
President
and Director
|
March
1, 2006 thru Present
|
|||
|
Philip
Wagenheim
|
38
|
Secretary
and Director
|
March
1, 2006 thru Present
|
|||
|
Clifford
Chapman
|
|
40
|
|
Director
|
|
March
1, 2006 thru
Present
|
The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualified or until their
earlier resignation or removal.
Michael Rapp is the Company’s
President and a director. Mr. Rapp has over eighteen years of
experience in the financial industry and is currently the co-founder and
chairman of BCM. BCM is a boutique investment bank and a NASD
broker-dealer focused on financing, strategic advisory services and sales and
trading. BCM has specialized in advising its clients on accessing the
capital markets through non-traditional methods such as SPACs and reverse
mergers. BCM has underwritten initial public offerings including
Services Acquisition Corp. International which merged with Jamba Juice Inc. (and
changed its name to Jamba Inc.), Endeavor Acquisition Corporation, which has a
pending merger with American Apparel, and Great Wall Acquisition Corporation,
which merged with ChinaCast Communication Holdings Ltd. Prior to
co-founding BCM in 2000, Mr. Rapp was a managing director and co-founder of
Oscar Gruss & Son’s Private Client Group in 1997. From 1994
through 1997, Mr. Rapp worked at PaineWebber serving as a senior vice president
of investments. From 1990 -1994, Mr. Rapp worked at Prudential
Securities serving as a senior vice president of investments. Mr. Rapp received
his Bachelor of Arts degree in psychology from the University of Michigan-Ann
Arbor in 1989.
Philip Wagenheim is the
Company’s Secretary and a director. Mr. Wagenheim has over fifteen
years of experience in the financial industry and is currently the vice chairman
of BCM. Prior to co-founding BCM in 2000, Mr. Wagenheim was a
managing director and co-founder of Oscar Gruss & Son’s Private Client Group
in 1997. From 1994-1997, Mr. Wagenheim worked at PaineWebber and from
1992-1994, Mr. Wagenheim worked at Prudential Securities. Mr. Wagenheim received
his degree in Business Administration from the University of Miami in
1992.
12
Clifford Chapman, is a
director of the Company. Mr. Chapman has served as head of investment
banking at BCM from September 2005 to January 2009 where he was responsible for
the banking, structuring, and due diligence for all of BCM’s
transactions. From January 2001 to the present, Mr. Chapman has been
the managing director of Early Stage Associates LLC, a consulting company
focused on helping businesses in capital formation and executive
management. From January 2001 to the present, Mr. Chapman has also
served as the managing director of ChapRoc Capital LLC, a company which invests
in technology and business services companies. From June 2002 until
March 2004, Mr. Chapman served as chief executive officer for Mindshift
Technologies Inc., a managed services provider focused on IT outsourcing for
small and medium enterprises. From 1999 through 2000, Mr. Chapman served as the
vice president of best practices for AppNet, a full-service internet
professional services and managed hosting company, where he led the integration
of twelve acquired companies. AppNet consummated its initial public
offering in July 1999 and was subsequently acquired by CommerceOne in September
2000. From 1995 to 1998, Mr. Chapman acted as chief operating officer
of NMP, an internet business consulting services company that he co-founded and
sold to AppNet in October 1998. Prior to NMP, Mr. Chapman worked in
the commercial practice of Booz Allen & Hamilton and as a consultant for
Andersen Consulting in their Advanced Systems Group. Mr. Chapman
presently serves as the sole officer and director of International Cellular
Accessories (OTCBB: ICLA). Mr. Chapman received a Masters of Business
Administration with Honors from Columbia Business School and a Bachelors Degree
in Computer Engineering from Lehigh University.
(b) Significant
Employees.
As of the date hereof, the Company has
no significant employees.
(c) Family
Relationships.
There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.
(d) Involvement
in Certain Legal Proceedings.
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2008 and written representations that no
other reports were required, the Company believes that no person who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of the Company’s common stock failed to comply with all
Section 16(a) filing requirements during such fiscal
years.
13
Code
of Ethics
On
December 31, 2007, the Company adopted a formal code of ethics statement for
senior officers and directors (the “Code of Ethics”) that is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others. A form of the Code of Ethics is attached
as Exhibit 14.1 to the Company’s Form 10-KSB filed with the Securities Exchange
Commission on February 25, 2008. Requests for copies of the Code of Ethics
should be sent in writing to Plastron Acquisition Corp. II, Attention:
President, 712 Fifth Avenue, New York, NY 10019.
Nominating
Committee
We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.
Audit
Committee
The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert. The Company intends to continue to search for a
qualified individual for hire.
Item
11. Executive Compensation.
The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.
|
Name and Position
|
Year
|
Cash Compensation
|
Other Compensation
|
|||
|
Michael
Rapp, President and Director
|
2008
|
None
|
None
|
|||
|
2007
|
None
|
None
|
||||
|
Philip
Wagenheim, Secretary and Director
|
2008
|
None
|
None
|
|||
|
2007
|
None
|
None
|
||||
|
Clifford
Chapman, Director
|
2008
|
None
|
None
|
|||
|
|
2007
|
|
None
|
|
None
|
Director
Compensation
We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
(a) The
following tables set forth certain information as of March 26, 2009, regarding
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each director, nominee and
executive officer of the Company and (iii) all officers and directors as a
group.
14
|
Name and Address
|
Amount and Nature of Beneficial
Ownership
|
Percentage of Class
|
||||||
|
Clifford
Chapman (1)
|
400,000 | 20 | % | |||||
|
712
Fifth Avenue
|
||||||||
|
New
York, New York 10019
|
||||||||
|
Michael
Rapp (2)
|
1,000,000 | 50 | % | |||||
|
712
Fifth Avenue
|
||||||||
|
New
York, New York 10019
|
||||||||
|
Philip
Wagenheim (3)
|
600,000 | 30 | % | |||||
|
712
Fifth Avenue
|
||||||||
|
New
York, New York 10019
|
||||||||
|
All
Directors and Officers as a Group
|
2,000,000 | 100 | % | |||||
|
(3
individuals)
|
||||||||
|
(1)
|
Clifford
Chapman is a director of the
Company.
|
|
(2)
|
Michael
Rapp is President and a director of the
Company.
|
|
(3)
|
Philip
Wagenheim is Secretary and a director of the
Company.
|
(b) The
Company currently has not authorized any compensation plans or individual
compensation arrangements.
Item
13. Certain Relationships and Related Transactions.
On March
9, 2007, the Company entered into a loan agreement with Broadband Capital
Management LLC (“BCM”), pursuant to which the Company agreed to repay $12,500 on
or before the earlier of (i) December 31, 2012 or (ii) the date that the Company
(or a wholly owned subsidiary of the Company) consummates a merger or similar
transaction with an operating business (the “Loan”). BCM had previously advanced
the $12,500 on behalf of the Company. Interest shall accrue on the outstanding
principal balance of the Loan on the basis of a 360-day year daily from January
24, 2006, the effective date of the Loan, until paid in full at the rate of four
percent (4%) per annum. For the years ending December 31, 2006, 2007 and 2008
the Company incurred $451, $500 and $500, respectively, of interest expense on
the Loan.
On March
16, 2009, the Company entered into a loan agreement with BCM in the amount of
$14,500. The Company issued a promissory note (the “Note”) to BCM,
pursuant to which the principal amounts thereunder shall accrue interest at an
annual rate of 8.25%, and such principal and all accrued interest shall be due
and payable on or before the earlier of (i) March 16, 2014 or (ii) the date the
Company consummates a business combination with a private company in a reverse
merger or reverse takeover transaction or other transaction after which the
company would cease to be a shell company (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended). Clifford Chapman,
our director, Michael Rapp, our President and director, and Philip Wagenheim,
our Secretary and director, all serve as management of BCM, a registered
broker-dealer.
Under the Note, it shall be deemed an
“Event of Default” if the Company shall: (i) fail to pay the entire principal
amount of the Note when due and payable, (ii) admit in writing its inability to
pay any of its monetary obligations under the Note, (iii) make a general
assignment of its assets for the benefit of creditors, or (iv) allow any
proceeding to be instituted by or against it seeking relief from or by
creditors, including, without limitation, any bankruptcy
proceedings. In the event that an Event of Default has occurred, the
holder of the Note may, by notice to the Company, declare the entire Note to be
immediately due and payable. In the event that an Event of Default
consisting of a voluntary or involuntary bankruptcy filing has occurred, then
the entire Note shall automatically become due and payable without any notice or
other action by BCM. Commencing five days after the occurrence of any
Event of Default, the interest rate on the Note shall accrue at the rate of 18%
per annum.
15
The
Company utilizes the office space and equipment of its management at no
cost. Management estimates such amounts to be
immaterial.
Except as otherwise indicated herein,
there have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 405 of Regulation
S-X.
Item
14. Principal Accounting Fees and Services
De Joya
Griffith & Company, LLC (“DJGC”) is the Company's independent registered
public accounting firm.
Audit
Fees
The
aggregate fees billed by DJGC for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were $9,500 for the fiscal year
ended December 31, 2008 and $12,000 for the period ended
December 31, 2007.
Audit-Related
Fees
There
were no fees billed
by DJGC for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial statements for the
fiscal year ended December 31, 2008 and for the period ended December 31,
2007.
Tax
Fees
There
were fees of $0 and $500 billed by DJGC for professional services for tax
compliance, tax advice, and tax planning for the fiscal years ended December 31,
2008 and for the
period ended December 31, 2007.
All
Other Fees
There
were no fees billed by DJGC for other products and services for the fiscal year
ended December 31, 2008 and for the period ended
December 31, 2007.
Audit
Committee’s Pre-Approval Process
The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.
Part
IV
Item
15. Exhibits, Financial Statement Schedules
(a) We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.
16
|
Statement
|
Page*
|
|
|
Index
to Financial Statements
|
F-1
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Balance
Sheets
|
F-3
|
|
|
Statements
of Operations
|
F-4
|
|
|
Statement
of Stockholders’ Deficit
|
F-5
|
|
|
Statements
of Cash Flows
|
F-6
|
|
|
Notes
to Financial Statements
|
F-7
|
*Page F-1
follows page 10 to this annual report on Form 10-K.
(b) Index
to Exhibits required by Item 601 of Regulation S-K.
|
Exhibit
|
Description
|
|
|
*3.1
|
Certificate
of Incorporation
|
|
|
*3.2
|
By-laws
|
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-K for the year ended December 31,
2008
|
|
|
31.2
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the registrant’s Annual Report on Form 10-K for the year ended
December 31, 2008
|
|
|
32.1
|
Certification of the
Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
|
|
|
32.2
|
Certification of the
Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
|
|
*
|
Filed
as an exhibit to the Company's registration statement on Form 10-SB, as
filed with the Securities and Exchange Commission on May 15, 2007 and
incorporated herein by this
reference.
|
17
SIGNATURES
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
PLASTRON
ACQUISITION CORP. II
|
||
|
Dated:
March 26, 2009
|
By:
|
/s/ Michael Rapp
|
|
Michael
Rapp
|
||
|
President
and Director
|
||
|
Principal
Accounting Officer
|
||
|
Principal
Financial Officer
|
||
|
Principal
Executive Officer
|
||
|
Dated:
March 26, 2009
|
By:
|
/s/ Philip Wagenheim
|
|
Philip
Wagenheim
|
||
|
Secretary
and Director
|
||
|
Dated:
March 26, 2009
|
By:
|
/s/ Clifford Chapman
|
|
Clifford
Chapman
|
||
|
Director
|
||
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Title
|
Date
|
|||
|
/s/ Michael
Rapp
|
President
and Director
|
March
26, 2009
|
||
|
Michael
Rapp
|
||||
|
/s/ Philip
Wagenheim
|
Secretary
and Director
|
March
26, 2009
|
||
|
Philip
Wagenheim
|
||||
|
/s/ Clifford
Chapman
|
Director
|
March
26, 2009
|
||
|
Clifford
Chapman
|
18