U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-KSB
(Mark
One)
x
ANNUAL
REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2007
o
TRANSITION
REPORT
PURSUANT TO 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.)
|
|
|
|
712
Fifth Avenue
|
|
|
New
York, NY
|
|
10019
|
|
|
(zip
code)
|
`
Registrant’s
telephone number, including area code:
(212)
277-5301
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 issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Check
whether the issuer (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 o.
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B (§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-KSB
or any amendment to this Form 10-KSB. x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
x
No
o.
The
issuer’s revenues for fiscal year end December 31, 2007 were $0.
As
of
February 26, 2008, there were 2,000,000 shares of common stock, par value $.0001
per share, outstanding, none of which were held by non-affiliates.
Transitional
Small Business Disclosure Format (check one): Yes o No x
DOCUMENTS
INCORPORATED BY REFERENCE:
None
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-KSB 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 particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or
any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors
set
forth herein under the headings “Business,” “Plan of Operation” and “Risk
Factors”. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
Introduction
Plastron
Acquisition Corp. II (“we”, “us”, “our” or the “Company”) was incorporated in
the State of Delaware on January 24, 2006 and maintains its principal executive
offices at c/o Clifford W. Chapman, Jr., 712 Fifth Avenue, New York, NY 10019.
Since inception, the Company has been engaged in organizational efforts and
obtaining initial financing. 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
Company, based on proposed business activities, is a “blank check” company. 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." Many states have enacted statutes, rules
and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other
than
cash) and no or nominal operations. 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 we are 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 an operating business. 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.
Competition
The
Company faces vast competition from other shell companies with the same
objectives. The Company is in a highly competitive market for a small number
of
business opportunities which could reduce the likelihood of consummating a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Employees
We
have
no employees other than our management who devotes only a limited amount of
time
to our business.
Risk
Factors
You
should carefully review and consider the following risks as well as all other
information contained in this Annual Report on Form 10-KSB, including our
financial statements and the notes to those statements. The following risks
and
uncertainties are not the only ones facing us. Additional risks and
uncertainties of which we are currently unaware or which we believe are not
material also could materially adversely affect our business, financial
condition, results of operations, or cash flows. To the extent any of the
information contained in this annual report constitutes forward-looking
information, the risk factors set forth below are cautionary statements
identifying important factors that could cause our actual results
for various financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on our behalf and could
materially adversely effect our financial condition, results of operations
or
cash flows.
There
may be conflicts of interest between our management and our non-management
stockholders.
Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the Company. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty
to
our stockholders. In addition, our management is currently involved with other
blank check companies, and in the pursuit of business combinations, conflicts
with such other blank check companies with which it is, and may in the future
become, affiliated, may arise. If we and the other blank check companies that
our management is affiliated with desire to take advantage of the same
opportunity, then those members of management that are affiliated with both
companies would abstain from voting upon the opportunity. In the event of
identical officers and directors, the officers and directors will arbitrarily
determine the company that will be entitled to proceed with the proposed
transaction.
Further,
Broadband Capital Management, LLC (”BCM”), a registered broker-dealer, may act
as investment banker, placement agent or financial consultant to the Company
or
an acquisition candidate in connection with a potential business combination
transaction. As an investment bank, BCM regularly conducts business with
companies that may be potential business combination candidates. Clifford
Chapman, our director and stockholder, Michael Rapp, our President, director
and
stockholder, and Philip Wagenheim, our Secretary, director and stockholder,
currently manage BCM. We cannot assure you that conflicts of interest
among us, BCM and our stockholders will not develop.
We
have a limited operating history.
We
have a
limited operating history and no revenues or earnings from operations since
inception, and there is a risk that we will be unable to continue as a going
concern and consummate a business combination. We have no significant assets
or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a merger
or
other business combination with a private company. This may result in our
incurring a net operating loss that will increase unless we consummate a
business combination with a profitable business. We cannot assure you that
we
can identify a suitable business opportunity and consummate a business
combination, or that any such business will be profitable at the time of its
acquisition by us or ever.
We
have incurred and may continue to incur losses.
Since
inception (January 24, 2006) through December 31, 2007, we have incurred a
net
loss of $(41,607). We
expect
that we will incur losses at least until we complete a merger or other business
combination with an operating business and perhaps after such a combination
as
well. There can be no assurance that we will complete a merger or other business
combination with an operating business or that we will ever be profitable.
We
face a number of risks associated with potential
acquisitions.
We
intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions. Failure to manage and successfully integrate
acquisitions we make could harm our business, our strategy and our operating
results in a material way.
There
is competition for those private companies suitable for a merger transaction
of
the type contemplated by management.
The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we
do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Future
success is highly dependent on the ability of management to locate and attract
a
suitable acquisition.
The
nature of our operations is highly speculative, and there is a consequent risk
of loss of your investment. The success of our plan of operation will depend
to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of
our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
While
seeking a business combination, management anticipates devoting very limited
time to the Company's affairs. Our officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify
and
consummate a successful business combination.
There
can be no assurance that the Company will successfully consummate a business
combination.
We
can
give no assurances that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able
to
negotiate a business combination on favorable terms.
The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the
most
attractive private companies.
Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
The
Company may be subject to further government regulation which would adversely
affect our operations.
Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act
of
1940, as amended (the “Investment Company Act”), since we are not engaged in the
business of investing or trading in securities. If we engage in business
combinations which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs.
We
have obtained no formal determination from the SEC as to our status under the
Investment Company Act and, consequently, violation of the Investment Company
Act could subject us to material adverse consequences.
Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
If
we
enter into a business combination with a foreign company, we will be subject
to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably
from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.
We
may
not be able to structure our acquisition to result in tax-free treatment for
the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee
that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
Our
business will have no revenue unless and until we merge with or acquire an
operating business.
We
are a
development stage company and have had no revenue from operations. We do not
expect to realize any revenue unless and until we successfully merge with or
acquire an operating business.
Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.
Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.” Securities analysts of major brokerage firms
may not provide coverage of our Company since there is no incentive to brokerage
firms to recommend the purchase of our common stock, par value $0.0001 per
share
(the “Common Stock”). No assurance can be given that brokerage firms will want
to conduct any secondary offerings on behalf of our post-merger company in
the
future.
We
cannot assure you that following a business combination with an operating
business, our Common Stock will be listed on NASDAQ or any other securities
exchange.
Following
a business combination, we may seek the listing of our Common
Stock on
NASDAQ
or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of
either of those or any other stock exchange, or that we will be able to maintain
a listing of our Common
Stock on
either
of those or any other stock exchange. After completing a business combination,
until our Common
Stock is
listed
on the NASDAQ or another stock exchange, we expect that our
Common
Stock would
be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our
Common
Stock.
In
addition, we would be subject to an SEC rule that, if it failed to meet the
criteria set forth in such rule, imposes various practice requirements on
broker-dealers who sell securities governed by the rule to persons other than
established customers and accredited investors. Consequently, such rule may
deter broker-dealers from recommending or selling our Common
Stock,
which
may further affect its liquidity. This would also make it more difficult for
us
to raise additional capital following a business combination.
Our
stockholders may have a minority interest in the Company following a merger
or
other business combination with an operating business.
If
we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of Common
Stock to
the
stockholders of such company as consideration for merging with us, our
stockholders would own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore be able
to
control the election of our board of directors (the “Board of Directors”) and
control our Company.
There
is currently no trading market for our Common Stock, and liquidity of shares
of
our Common Stock is limited.
Shares
of
our Common
Stock are
not
registered under the securities laws of any state or other jurisdiction, and
accordingly there is no public trading market for the Common
Stock.
Further, no public trading market is expected to develop in the foreseeable
future unless and until the Company completes a business combination with an
operating business and the Company thereafter files a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
outstanding shares of Common
Stock cannot
be
offered, sold, pledged or otherwise transferred unless subsequently registered
pursuant to, or exempt from registration under, the Securities Act and any
other
applicable federal or state securities laws or regulations. Shares
of
Common
Stock cannot
be
sold under the exemptions from registration provided by Rule 144 under or
Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
from Richard K. Wulff, Chief of the Office of Small Business Policy of the
Securities and Exchange Commission’s Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
Letter provides that certain private transfers of the shares of common stock
also may be prohibited without registration under federal securities laws.
The
SEC changed certain aspects of the Wulff Letter and such changes apply
retroactively to our stockholders. Since February 15, 2008, all holders of
shares of common stock of a “shell company” have been permitted to sell their
shares of common stock under Rule 144, subject to certain restrictions, starting
one year after (i) the completion of a business combination with a private
company in a reverse merger or reverse takeover transaction after which the
company would cease to be a “shell company” (as defined in Rule 12b-2 under the
Exchange Act) and (ii) the disclosure of certain information on a Current Report
on Form 8-K within four business days thereafter.
Compliance
with the criteria for securing exemptions under federal securities laws and
the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.
There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.
Since
shares of our Common
Stock issued
prior to a business combination or reverse merger cannot currently, nor will
they for a considerable period of time after we complete a business combination,
be available to be offered, sold, pledged or otherwise transferred without
being
registered pursuant to the Securities Act, we will likely file a resale
registration statement on Form SB-2 or Form S-1, or some other available form,
to register for resale such shares of Common
Stock.
We
cannot control this future registration process in all respects as some matters
are outside our control. Even if we are successful in causing the effectiveness
of the resale registration statement, there can be no assurances that the
occurrence of subsequent events may not preclude our ability to maintain the
effectiveness of the registration statement. Any of the foregoing items could
have adverse effects on the liquidity of our shares of Common
Stock.
In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register
the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities. The SEC has taken the position that
these smaller issuers may not be able to rely on Rule 415 under the Securities
Act (“Rule 415”), which generally permits the offer and sale of securities on a
continued or delayed basis over a period of time, but instead would require
that
the issuer offer and sell such securities in a direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the
SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates
of
such issuer and, in some cases, a larger percentage depending on the facts
and
circumstances. Staff members also have indicated that an issuer in most cases
will have to wait until the later of six months after effectiveness of the
first
registration or such time as substantially all securities registered in the
first registration are sold before filing a subsequent registration on behalf
of
the same investors. Since, following a reverse merger or business combination,
we may have little or no tradable shares of Common
Stock,
it is
unclear as to how many, if any, shares of Common
Stock the
SEC
will permit us to register for resale, but SEC staff members have indicated
a
willingness to consider a higher percentage in connection with registrations
following reverse mergers with shell companies such as the Company. The SEC
may
require as a condition to the declaration of effectiveness of a resale
registration statement that we reduce or “cut back” the number of shares of
common stock to be registered in such registration statement. The result of
the
foregoing is that a stockholder’s liquidity in Common
Stock may
be
adversely affected in the event the SEC requires a cut back of the securities
as
a condition to allow the Company to rely on Rule 415 with respect to a resale
registration statement, or, if the SEC requires us to file a primary
registration statement.
We
have never paid dividends on our Common Stock.
We
have
never paid dividends on our Common
Stock and
do
not presently intend to pay any dividends in the foreseeable future. We
anticipate that any funds available for payment of dividends will be re-invested
into the Company to further its business strategy.
The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
Our
Certificate of Incorporation authorizes the issuance of a maximum of
75,000,000 shares of Common
Stock and
a
maximum of 10,000,000 shares of preferred stock, par value $.0001 per share
(the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and the
substantial dilution in the percentage of Common Stock held by our then existing
stockholders. Moreover, the Common Stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
Common Stock held by our current stockholder. Our Board of Directors has the
power to issue any or all of such authorized but unissued shares without
stockholder approval. To
the
extent that additional shares of Common Stock or Preferred Stock are issued
in
connection with a business combination or otherwise, dilution to the interests
of our stockholder will occur and the rights of the holder of Common Stock
might
be materially and adversely affected.
Our
stockholders may engage in a transaction to cause the Company to repurchase
their shares of Common Stock.
In
order
to provide an interest in the Company to a third party, our stockholders may
choose to cause the Company to sell Company securities to third parties, with
the proceeds of such sale being utilized by the Company to repurchase their
shares of Common Stock. As a result of such transaction, our management,
stockholders and Board of Directors may change.
Our
Board of Directors has the power to issue shares of Preferred Stock with certain
rights without stockholder approval.
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors
is
empowered, without stockholder approval, to issue shares of Preferred Stock
with
dividend, liquidation, conversion, voting, or other rights which could adversely
affect the voting power or other rights of the holders of the Common
Stock.
In the
event of issuance, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change
in
control of the Company. Although we have no present intention to issue any
shares of our authorized Preferred Stock, there can be no assurance that we
will
not do so in the future.
Control
by Management.
Management
currently owns 100% of all the issued and outstanding Common Stock of the
Company. Consequently, management has the ability to influence control of the
operations of the Company and, acting together, will have the ability to
influence substantially all matters submitted to stockholders for approval,
including:
|
·
|
Election
of the board of directors;
|
|
·
|
Removal
of any directors;
|
|
·
|
Amendment
of the Company’s certificate of incorporation or bylaws;
and
|
|
·
|
Adoption
of measures that could delay or prevent a change in control or impede
a
merger, takeover or other business
combination.
|
These
stockholders will thus have substantial influence and control over our
management and affairs. Accordingly, this concentration of ownership may have
the effect of impeding a merger, consolidation, takeover or other business
consolidation, or discouraging a potential acquirer from making a tender offer
for our Common
Stock.
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.
Presently,
there are not any material pending legal proceedings to which the Company is
a
party or as to which any of its property is subject, and no such proceedings
are
known to the Company to be threatened or contemplated against it.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
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. Our Common Stock is not listed on a publicly-traded market.
As
of February 26, 2008, there were three holders of record of our Common
Stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock. The Company has not yet issued any of the Preferred Stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on 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
None.
Recent
Sales of Unregistered Securities
The
Company did not sell any equity securities that were not registered under the
Securities Act during the fiscal quarter ended December 31, 2007.
On
March
1, 2006, the Company sold 400,000, 600,000 and 1,000,000 shares of Common Stock
to Clifford Chapman, Philip Wagenheim and Michael Rapp, respectively, for
aggregate cash consideration of $30,000. Mr. Chapman is a director of the
Company and Messrs. Wagenheim and Rapp are officers and directors of the
Company. The Company sold these shares of Common Stock under the exemption
from
registration provided by Section 4(2) of the Securities Act and Regulation
D
promulgated thereunder. As of the date hereof, the Company has 2,000,000 shares
of Common Stock issued and outstanding.
No
securities have been issued for services. Neither the Company 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.
Item
6. Management’s Discussion and Analysis
Plan
of Operation
The
Company has not realized any revenues from operations since inception, and
its
plan of operation for the next twelve months is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may
need
additional cash advances from its stockholder or loans from other parties to
pay
for operating expenses until the Company consummates a merger or business
combination with a privately-held operating company. Although it is currently
anticipated that the Company can satisfy its cash requirements with additional
cash advances or loans from other parties, if needed, for at least the next
twelve months, the Company can provide no assurance that it can continue to
satisfy its cash requirements for such period.
Since
our
formation on January 24, 2006, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees.
We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find
a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company.
As
a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations
or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will
be
an even higher risk that the target business will not prove to be commercially
viable.
Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none
of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.
We
expect
our present management to play no managerial role in the Company following
a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation
of
a business combination with a target business, our assessment of management
may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
Results
of Operations
The
Company has not conducted any active operations since inception, except for
its
efforts to locate a suitable acquisition or merger transaction. No revenue
has
been generated by the Company during such period, and it is unlikely the Company
will have any revenues unless it is able to effect an acquisition of or merger
with another operating company, of which there can be no assurance.
For
the
year ending December 31, 2007 and the period from January 24, 2006 (Inception)
to December 31, 2006, the Company had no activities that produced revenues
from
operations.
For
the
year ending December 31, 2007 and the period from January 24, 2006 (Inception)
to December 31 2006, the Company had a net loss of $28,656 and $12,951,
respectively, comprised mostly of legal, accounting, audit and other
professional service fees incurred in relation to the filing of the Company’s
Registration Statement on Form 10-SB filed in May of 2007 and Quarterly Reports
on Form 10-QSB filed in 2007.
Liquidity
and Capital Resources
As
of
December 31, 2007, the Company had assets equal to $1,844, compared to $30,000
as of December 31, 2006, comprised exclusively of cash and cash equivalents.
The
Company’s current liabilities as of December 31, 2007 and 2006 totaled $13,451
and $12,951, respectively, comprised exclusively of notes payable and accrued
interest.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:
For
the
Cumulative Period from January 24, 2006 (Inception) to December 31,
2007
Operating
activities
|
|
$
|
(40,656
|
)
|
Investing
activities
|
|
|
-
|
|
Financing
activities
|
|
$
|
42,500
|
|
|
|
|
|
|
Net
effect on cash
|
|
$
|
1,844
|
|
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. If continued funding
and
capital resources are unavailable at reasonable terms, the Company may not
be
able to implement its plan of operations.
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.
Item
7. Financial Statements.
PLASTRON
ACQUISITION CORP. II
A
Development Stage Company
NOTES
TO FINANCIAL STATEMENTS
|
|
Page(s)
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
|
|
|
|
|
Balance
Sheets
|
|
|
F-3
|
|
As
of December 31, 2007 and December 31, 2006
|
|
|
|
|
|
|
|
|
|
Statements
of Operations
|
|
|
F-4
|
|
For
the Period from January 1, 2007 to December 31, 2007,
|
|
|
|
|
For
the Period from January 24, 2006 (Inception) to December 31, 2006
and
|
|
|
|
|
For
the Cumulative Period from January 24, 2006 (Inception) to December
31,
2007
|
|
|
|
|
|
|
|
|
|
Statement
of Stockholders’ Equity (Deficit)
|
|
|
F-5
|
|
For
the Cumulative Period from January 24, 2006 (Inception) to December
31,
2007
|
|
|
|
|
|
|
|
|
|
Statements
of Cash Flows
|
|
|
F-6
|
|
For
the Period from January 1, 2007 to December 31, 2007,
|
|
|
|
|
For
the Period from January 24, 2006 (Inception) to December 31, 2006
and
|
|
|
|
|
For
the Cumulative Period from January 24, 2006 (Inception) to December
31,
2007
|
|
|
|
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
F-7-F-9
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Shareholders
Plastron
Acquisition Corp. I
New
York,
NY
We
have
audited the accompanying balance sheet of Plastron Acquisition Corp. I as of
December 31, 2007 and 2006, and the related statements of operations,
stockholders’ equity (deficit), and cash flows for the years then ended and from
inception (January 24, 2006) through December 31, 2007. 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 audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits 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
audits provide 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 I. as
of
December 31, 2007 and 2006, and the results of its operations and cash flows
for
the years then ended and from inception (January 24, 2006) through December
31,
2007 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
January
15, 2008
Plastron
Acquisition Corp. II
|
A
Development Stage Company
|
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
(Audited)
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,844
|
|
$
|
30,000
|
|
Total
current assets
|
|
|
1,844
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
1,844
|
|
$
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Note
payable - related party
|
|
|
12,500
|
|
|
12,500
|
|
Accrued
interest - related party
|
|
|
951
|
|
|
451
|
|
Total
current liabilities
|
|
|
13,451
|
|
|
12,951
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
13,451
|
|
|
12,951
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIT):
|
|
|
|
|
|
|
|
Preferred
stock, $.0001 par value; 10,000,000 shares authorized; none
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
|
|
|
(41,607
|
)
|
|
(12,951
|
)
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
(11,607
|
)
|
|
17,049
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
$
|
1,844
|
|
$
|
30,000
|
|
The
accompanying notes are an integral part of the financial
statements.
Plastron
Acquisition Corp. II
|
A
Development Stage Company
|
STATEMENTS
OF OPERATIONS
|
|
|
January
1, 2007
to
December
31,
2007
|
|
January
24, 2006
(Inception)
to
December
31,
2006
|
|
January
24, 2006
(Inception)
to
December
31,
2007
|
|
|
|
(Audited)
|
|
(Audited)
|
|
(Audited)
|
|
REVENUE
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
28,156
|
|
|
12,500
|
|
|
40,656
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(28,156
|
)
|
|
(12,500
|
)
|
|
(40,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
Interest
expense - related party
|
|
|
(500
|
)
|
|
(451
|
)
|
|
(951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
other income (expense)
|
|
|
(500
|
)
|
|
(451
|
)
|
|
(951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(28,656
|
)
|
$
|
(12,951
|
)
|
$
|
(41,607
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
NET LOSS PER SHARE
|
|
|
($0.01
|
)
|
|
($0.01
|
)
|
|
($0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
COMMON
SHARES OUTSTANDING,
BASIC
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|
2,000,000
|
|
The
accompanying notes are an integral part of the financial
statements.
Plastron
Acquisition Corp. II
|
A
Development Stage Company
|
STATEMENT
OF STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
|
|
|
|
|
Additional
Paid-in Capital
|
|
(Deficit)
Accumulated During the Development Stage
|
|
Total
Stockholders Deficit
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
BALANCES
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
|
)
|
BALANCES
AT DECEMBER 31, 2006
|
|
|
-
|
|
|
-
|
|
|
2,000,000
|
|
$
|
200
|
|
$
|
29,800
|
|
|
($12,951
|
)
|
$
|
17,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(28,656
|
)
|
|
(28,656
|
)
|
BALANCES
AT DECEMBER 31, 2007
|
|
|
-
|
|
$
|
-
|
|
|
2,000,000
|
|
$
|
200
|
|
$
|
29,800
|
|
|
($41,607
|
)
|
|
($11,607
|
)
|
The
accompanying notes are an integral part of the financial
statements.
Plastron
Acquisition Corp. II
|
A
Development Stage Company
|
STATEMENTS
OF CASH FLOWS
|
|
|
January
1, 2007
to
December
31,
2007
|
|
January
24, 2006
(Inception)
to
December
31,
2006
|
|
January
24, 2006
(Inception)
to
December
31,
2007
|
|
|
|
(Audited)
|
|
(Audited)
|
|
(Audited)
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(28,656
|
)
|
$
|
(12,951
|
)
|
$
|
(41,607
|
)
|
Adjustments
to reconcile net loss to net cash used in
|
|
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase
in accrued liabilities
|
|
|
500
|
|
|
451
|
|
|
951
|
|
Net
cash used in operating activities
|
|
|
(28,156
|
)
|
|
(12,500
|
)
|
|
(40,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
30,000
|
|
|
30,000
|
|
Proceeds
from note payable - related party
|
|
|
-
|
|
|
12,500
|
|
|
12,500
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
42,500
|
|
|
42,500
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(28,156
|
)
|
|
30,000
|
|
|
1,844
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
30,000
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
1,844
|
|
$
|
30,000
|
|
$
|
1,844
|
|
The
accompanying notes are an integral part of the financial
statements.
PLASTRON
ACQUISITION CORP. II
A
Development Stage Company
NOTES
TO FINANCIAL STATEMENTS
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 a net loss of $(28,656) for the year ended December 31, 2007, and
a
working capital deficiency of $(11,607) at December 31, 2007. These factors
raise substantial doubt about the Company’s ability to continue as a going
concern. 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 unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. The financial statements should be read in
conjunction with the Form 10-SB for the year ended December 31, 2006 of the
Company.
The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
The
interim financial information is unaudited. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to present
fairly the financial position as of December 31, 2007 and the results of
operations and cash flows presented herein have been included in the financial
statements. Interim results are not necessarily indicative of results of
operations for the full year.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. At the balance sheet date, the Company has a
deficit accumulated during the development stage. These factors indicate
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.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
PLASTRON
ACQUISITION CORP. II
A
Development Stage Company
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
(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.
(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.
PLASTRON
ACQUISITION CORP. II
A
Development Stage Company
NOTES
TO FINANCIAL STATEMENTS
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 for the years
ending December 31, 2007 and 2006 was $ 500 and $451, respectively. 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.
NOTE
3 -
STOCKHOLDERS’
EQUITY (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, 2007, 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.
Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item
8A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
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
RFG
Acquisition I Inc.;
|
|
·
|
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 RFG Acquisition I
Inc.’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, 2007, we carried out an evaluation, under the supervision and
with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered
by
this report.
Changes
in Internal Controls.
There
have been no changes in our internal controls over financial reporting during
the period covered by this report that has materially affected or is reasonably
likely to materially affect our internal controls. This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.
Item
8B. Other Information.
None.
PART
III
Item
9. Directors and Executive Officers of the Company.
(a)
Identification of Directors and Executive Officers. The following table sets
forth certain information regarding the Company’s directors and executive
officers for the fiscal year ended December 31, 2007:
Name
|
|
Age
|
|
Position
|
|
Term
|
Michael
Rapp
|
|
40
|
|
President
and Director
|
|
March
1, 2006 thru Present
|
Philip
Wagenheim
|
|
37
|
|
Secretary
and Director
|
|
March
1, 2006 thru Present
|
Clifford
Chapman
|
|
38
|
|
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 also serves as President and a director of Plastron Acquisition Corp.
I, a
blank check, non-trading, publicly-reporting shell company. 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 also serves as Secretary and
a
director of Plastron Acquisition Corp. I, a blank check, non-trading,
publicly-reporting shell company. Mr. Wagenheim received his degree in Business
Administration from the University of Miami in 1992.
Clifford
Chapman,
is a
director of the Company. Mr. Chapman has served as head of investment banking
at
BCM since September 2005 where he is 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 also serves as a director of
Plastron Acquisition Corp. I, a blank check, non-trading, publicly-reporting
shell company. 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.
None.
(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 Company 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, 2007 and written representations that no
other reports were required, the Company believes that no persons who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of Common Stock failed to comply with all Section 16(a)
filing requirements during such fiscal year.
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
hereto as Exhibit
14.1.
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
10. Executive Compensation.
The
following table sets forth the cash compensation paid by the Company to the
President and Secretary of the Company for services rendered during the fiscal
year ended December 31, 2007.
Name
and Position
|
|
Year
|
|
Total
Compensation
|
Michael
Rapp, President
|
|
2007
2006
|
|
None
None
|
Philip
Wagenheim, Secretary
|
|
2007
2006
|
|
None
None
|
Director
Compensation
We
do not
currently pay any cash fees to our officers and directors, nor do we pay their
expenses in attending board meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
following tables set forth certain information as of February 26, 2008,
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.
Name
and Address
|
|
Amount
and Nature of Beneficial Ownership
|
|
Percentage
of Class
|
|
Clifford
Chapman (1)
712
Fifth Avenue
New
York, New York 10019
|
|
|
400,000
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
Michael
Rapp (2)
712
Fifth Avenue
New
York, New York 10019
|
|
|
1,000,000
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
Philip
Wagenheim (3)
712
Fifth Avenue
New
York, New York 10019
|
|
|
600,000
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
All
Directors and Officers as a Group
(3
individuals)
|
|
|
2,000,000
|
|
|
100
|
%
|
|
(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.
|
Item
12. Certain Relationships and Related Transactions.
On
March
9, 2007, the Company entered into a loan agreement with 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, 2007 and 2006, the Company incurred $(500) and $(451),
respectively, of interest expense on the Loan.
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 404 of Regulation S-B.
Item
13. Exhibits.
Index
to
Exhibits
Exhibit
|
|
Description
|
*3.1
|
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State
on January
24, 2006.
|
|
|
|
*3.2
|
|
By-laws.
|
|
|
|
14.1
|
|
Corporate
Code of Ethics and Conduct, adopted December 31, 2007.
|
|
|
|
31.1
|
|
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-KSB for the year
ended December 31, 2007.
|
|
|
|
32.1
|
|
Certification
of the Company’s Principal Executive Officer and 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.
|
Item
14. Principal Accountant Fees and Services
De
Joya
Griffith & Company, LLC (“De Joya Griffith”) is the Company's independent
registered public accounting firm.
Audit
Fees
The
aggregate fees billed by De Joya Griffith 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-QSB or services that are normally
provided in connection with statutory and regulatory filings were
$12,000 for
the
fiscal year ended December 31, 2007 and $0 for
the
fiscal year ended December 31, 2006.
Audit-Related
Fees
There
were no fees billed by De Joya Griffith 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, 2007 and for the fiscal year ended
December 31, 2006.
Tax
Fees
There
were no fees billed by De Joya Griffith for professional services for tax
compliance, tax advice, and tax planning for the fiscal year ended December
31,
2007 and for
the
fiscal year ended December 31, 2006.
All
Other Fees
There
were no fees billed by De Joya Griffith for other products and services for
the
fiscal year ended December 31, 2007 and for
the
fiscal year ended December 31, 2006.
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.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
PLASTRON ACQUISITION CORP.
II |
|
|
|
Dated:
February 22, 2008 |
By: |
/s/
Michael Rapp |
|
Michael
Rapp |
|
President
and
Director |
|
|
|
|
|
|
Dated: February 22, 2008 |
By: |
/s/
Philip Wagenheim |
|
Philip
Wagenheim |
|
Secretary
and
Director |
|
|
|
|
|
|
Dated:
February 22, 2008 |
By: |
/s/
Clifford Chapman |
|
Clifford
Chapman |
|
Director |