U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended June 30, 2008
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from to
Commission
file number 000-53057
Zeta
Acquisition Corp. II
(Exact
name of small business issuer as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation or organization)
61-1547850
(I.R.S.
Employer Identification Number)
c/o
Equity Dynamics Inc., 666 Walnut Street, Suite 2116, Des Moines, Iowa
50309
(Address
of Principal Offices)
(515)
244-5746
(Issuer’s
Telephone Number)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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
¨.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No
¨.
APPLICABLE
ONLY TO CORPORATE ISSUERS
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 5,000,000 shares of common stock, par value
$.0001 per share, outstanding as of August 11, 2008.
Transitional
Small Business Disclosure Format (Check one): Yes
¨ No
x
ZETA
ACQUISITION CORP. II
-
INDEX -
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Page(s)
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PART
I- FINANCIAL INFORMATION:
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Item
1. Financial Statements (unaudited):
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Report
of Independent Registered Public Accounting Firm
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F-1
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Condensed
Balance Sheets
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F-2
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As
of June 30, 2008 and December 31, 2007
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|
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Condensed
Statements of Operations
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F-3
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For
the Three and Six Months Ended June 30, 2008 and
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For
the Cumulative Period from November 16, 2007 (Inception) to June
30,
2008
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|
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Condensed
Statements of Cash Flows
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F-4
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For
the Three and Six Months Ended June 30, 2008 and
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For
the Cumulative Period from November 16, 2007 (Inception) to June
30,
2008
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|
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Notes
to Financial Statements
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F-5–
F-7
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Item
2. Management's Discussion and Analysis of Financial Condition and
Results
of Operations
|
1
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Item
3A(T). Controls and Procedures
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3
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PART
II – OTHER INFORMATION:
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|
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Item
1. Legal Proceedings
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3
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|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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3
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Item
3. Defaults Upon Senior Securities
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3
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|
Item
4. Submission of Matters to a Vote of Security Holders
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3
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Item
5. Other Information
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3
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Item
6. Exhibits
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4
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Signatures
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5
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PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
Report
of Independent Registered Public Accounting Firm
The
Board
of Directors
Zeta
Acquisition Corp. II
(A
Development Stage Company)
We
have
reviewed the accompanying condensed balance sheet of Zeta Acquisition Corp.
II
(a development stage company) as of June 30, 2008 and the related condensed
statements of operations for the three-month and six-month periods ended June
30, 2008 and the condensed statements of cash flows for the three-month and
six-month periods then ended. These condensed financial statements are the
responsibility of the Company's management.
We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based
on
our review, we are not aware of any material modifications that should be made
to the accompanying interim financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.
We
have
previously audited, in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of Zeta
Acquisition Corp. II (a development stage company) as of December 31, 2007,
and
the related statements of operations, stockholder's equity and cash flows for
the period from November 16, 2007 (inception) to December 31, 2007 (not
presented herein); and in our report dated January 24, 2008, we expressed an
unqualified opinion on those financial statements.
/s/
LWBJ,
LLP
West
Des
Moines, Iowa
August
11, 2008
F-1
(A
Development Stage Company)
Condensed
Balance Sheets
(Unaudited)
|
June 30,
|
December 31,
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||||||
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2008
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2007
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||||||
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Assets
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|||||||
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Current
assets:
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|||||||
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Cash
and cash equivalents
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$
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12,196
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$
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39,273
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|||
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Prepaid
expenses
|
4,500
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-
|
|||||
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Total
assets
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$
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16,696
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$
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39,273
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|||
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Liabilities
and stockholders' equity
|
|||||||
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Current
liabilities:
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|||||||
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Accrued
expenses
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$
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2,000
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$
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4,250
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|||
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Total
liabilities
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2,000
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4,250
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|||||
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Stockholders'
equity
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|||||||
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Preferred
stock, $0.0001 par value; 10,000,000 shares authorized;
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|||||||
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no
shares issued and outstanding
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-
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-
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|||||
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Common
stock, $0.0001 par value; 100,000,000 shares authorized;
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|||||||
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5,000,000
shares issued and outstanding
|
500
|
500
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|||||
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Additional
paid-in capital
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49,500
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49,500
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|||||
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Deficit
accumulated during the development stage
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(35,304
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)
|
(14,977
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)
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Total
stockholders' equity
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14,696
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35,023
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|||||
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Total
liabilities and stockholders' equity
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$
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16,696
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$
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39,273
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|||
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See
accompanying notes.
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|||||||
F-2
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Operations
(Unaudited)
|
Cumulative
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||||||||||
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Period
From
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||||||||||
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Three
|
Six
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November 16, 2007
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||||||||
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Months Ended
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Months Ended
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(Inception) Through
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||||||||
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June 30, 2008
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June 30, 2008
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June 30, 2008
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||||||||
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Operating
expenses:
|
||||||||||
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Formation
costs
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$
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-
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$
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5,050
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$
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15,643
|
||||
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General
and administrative
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11,243 |
15,277
|
19,661
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|||||||
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Net
loss
|
$
|
(11,243
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)
|
$
|
(20,327
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)
|
$
|
(35,304
|
)
|
|
|
Net
loss per basic and diluted common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
Weighted-average
number of common shares outstanding
|
5,000,000
|
5,000,000
|
4,383,260
|
|||||||
|
See
accompanying notes.
|
||||||||||
F-3
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Cash Flows
(Unaudited)
|
Cumulative
|
||||||||||
|
Period
From
|
||||||||||
|
Three
|
Six
|
November 16, 2007
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||||||||
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Months Ended
|
Months Ended
|
(Inception) Through
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||||||||
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June 30, 2008
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June 30, 2008
|
June 30, 2008
|
||||||||
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Operating
activities
|
||||||||||
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Net
loss
|
$
|
(11,243
|
)
|
$
|
(20,327
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)
|
$
|
(35,304
|
)
|
|
|
Adjustments
to reconcile net loss to net cash
|
||||||||||
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used
in operating activities:
|
||||||||||
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Increase
in prepaid expenses
|
(4,500 | ) |
(4,500
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)
|
(4,500
|
)
|
||||
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Increase
(decrease) in accrued expenses
|
-
|
(2,250
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)
|
2,000
|
||||||
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Net
cash used in operating activities
|
(15,743 | ) |
(27,077
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)
|
(37,804
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)
|
||||
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Financing
activities
|
||||||||||
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Proceeds
from note payable, stockholder
|
- |
-
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10,000
|
|||||||
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Payments
on note payable, stockholder
|
- |
-
|
(10,000
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)
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||||||
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Proceeds
from issuance of common stock
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- |
-
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50,000
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|||||||
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Net
cash provided by financing activities
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-
|
-
|
50,000
|
|||||||
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Net
increase (decrease) in cash and cash equivalents
|
(15,743 | ) |
(27,077
|
)
|
12,196
|
|||||
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Cash
and cash equivalents at beginning of period
|
27,939
|
39,273
|
-
|
|||||||
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Cash
and cash equivalents at end of period
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$
|
12,196
|
$
|
12,196
|
$
|
12,196
|
||||
|
See
accompanying notes.
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||||||||||
F-4
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements
(Unaudited)
June
30,
2008
|
1.
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Nature
of Operations and Significant Accounting
Policies
|
Nature
of Operations
Zeta
Acquisition Corp. II (the "Company") was incorporated under the laws of the
State of Delaware on November 16, 2007. The Company is a new enterprise in
the
development stage as defined by Statement of Financial Accounting Standards
("SFAS") No. 7, Accounting
and Reporting by Development Stage Enterprise.
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 twelve (12) months and beyond will be to achieve long-term growth
potential through a combination with a 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.
Liquidity
Since
its
inception, the Company has generated no revenues and has incurred a net loss
of
$35,304. Since inception, the Company has been dependent upon the receipt of
capital investment or other financing to fund its continuing activities. The
Company has not identified any business combination and therefore, cannot
ascertain with any degree of certainty the capital requirements for any
particular transaction. In addition, the Company is dependent upon certain
related parties to provide continued funding and capital resources. The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and 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.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets
and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three (3) months or less to be cash equivalents.
F-5
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements (continued)
(Unaudited)
|
1.
|
Nature
of Operations and Significant Accounting Policies
(continued)
|
Income
Taxes
The
Company accounts for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes,
which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized.
Fair
Value of Financial Instruments
Pursuant
to SFAS No. 107, Disclosures
About Fair Value of Financial Instruments,
the
Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of June 30, 2008. The Company considers the
carrying value of cash and cash equivalents to approximate fair value due to
its
short maturity.
Net
Loss Per Share
Basic
loss per share is computed by dividing net loss by the weighted-average number
of common shares outstanding for the period. The Company currently has no
dilutive securities and as such, basic and diluted loss per share are the same
for all periods presented.
Interim
Financial Statements
The
unaudited interim financial information included in this report reflects normal
recurring adjustments that management believes are necessary for a fair
statement of the results of operations, financial position, and cash flows
for
the periods presented. This interim information should be read in conjunction
with the financial statements and accompanying notes contained in the Company’s
Form 10-KSB filed February 1, 2008.
The
results of operations for the three months and six months ended June 30, 2008
are not necessarily indicative of the results to be expected for other interim
periods or the full year.
Recently
Issued Accounting Pronouncements
Management
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
F-6
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements (continued)
(Unaudited)
|
2.
|
Note
Payable, Stockholder
|
The
Company issued an unsecured promissory note to a stockholder and officer of
the
Company in the amount of $10,000. The note was non-interest bearing and was
repaid from the proceeds of the sale of common stock.
|
3.
|
Preferred
Stock
|
The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors.
|
4.
|
Common
Stock
|
The
Company is authorized to issue 100,000,000 shares of common stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors. During December 2007, the Company issued
5,000,000 shares of its common stock pursuant to a private placement for
$50,000.
|
5.
|
Income
Taxes
|
The
Company has approximately $5,300 in gross deferred tax assets at June 30, 2008
resulting from capitalized formation costs. A valuation allowance has been
recorded to fully offset these deferred tax assets as the future realization
of
the related income tax benefit is uncertain.
|
6.
|
Commitment
|
The
Company utilizes the office space and equipment of an officer and director
at no
cost on a month-to-month basis. Management estimates such amounts to be di
minimis.
F-7
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Zeta
Acquisition Corp. II (“we”, “our”, “us” or 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.
Results
of Operations
For
the
three and six months ended June 30, 2008, the Company had no activities that
produced revenues from operations.
For
the
three and six months ended June 30, 2008, the Company had a net loss of $11,243
and $20,327, respectively. For the cumulative period from November 16, 2007
(Inception) to June 30 2008, the Company had a net loss of $35,304 due to legal,
accounting, audit and other professional service fees incurred in relation
to
the formation of the Company and the filing of the Company’s Registration
Statement on Form 10-SB in February of 2008 and Quarterly Report on Form 10-QSB
for the period ended March 31, 2008 in May of 2008.
Liquidity
and Capital Resources
As
of
June 30, 2008, the Company had assets equal to $16,696, comprised of cash and
cash equivalents and prepaid expenses. The Company’s current liabilities as of
June 30, 2008 totaled $2,000, comprised exclusively of accrued expenses. The
Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
The
following is a summary of the Company’s cash flows provided by (used in)
operating, investing, and financing activities for the six months ended June
30,
2008 and for the cumulative period from November 16, 2007 (Inception) to June
30, 2008:
|
Three Months
Ended
June 30, 2008
|
Six Months
Ended
June 30, 2008
|
Cumulative Period From
November 16, 2007
(Inception) to
June 30, 2008
|
||||||||
|
Net
cash used in operating activities
|
$
|
(15,743
|
)
|
$
|
(27,077
|
)
|
$
|
(37,804
|
)
|
|
|
Net
cash used in investing activities
|
$
|
0
|
$
|
0
|
$
|
0
|
||||
|
Net
cash provided by financing activities
|
$
|
0
|
$
|
0
|
$
|
50,000
|
||||
|
Net
effect on cash
|
$
|
(15,743
|
)
|
$
|
(27,077
|
)
|
$
|
12,196
|
||
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.
1
Plan
of Operations
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
reports under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and
(ii) identifying,
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 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.
Since
our
Registration Statement on Form 10-SB became effective, our officers and
directors have had contact and discussions with representatives of other
entities regarding a business combination with us. 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.
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.
2
Item
3A(T). 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 Securities and Exchange Commission’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.
As
of
June 30, 2008, 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 quarter ended June 30, 2008 that have materially affected or are reasonably
likely to materially affect our internal controls.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
To
the
best knowledge of our officers and directors, the Company is not a party to
any
legal proceeding or litigation.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
3
Item
6. Exhibits.
(a)
Exhibits required by Item 601 of Regulation S-B.
|
Exhibit
No.
|
Description
|
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on
November 16, 2007.
|
|
|
*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 Quarterly
Report on Form 10-QSB for the quarter ended June 30,
2008.
|
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-QSB for the quarter ended June 30,
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 February 1,
2008, and
incorporated herein by this
reference.
|
4
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ZETA
ACQUISITION CORP. II
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Dated:
August 11, 2008
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By:
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/s/
John Pappajohn
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John
Pappajohn
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President
and Director
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Dated:
August 11, 2008
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By:
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/s/
Matthew P. Kinley
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Matthew
P. Kinley
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Secretary, Chief Financial Officer and Director
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5
Exhibit
31.1
Certification
of Principal Executive Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I,
John
Pappajohn, certify that:
1.
I have
reviewed this quarterly report on Form 10-QSB of Zeta Acquisition Corp. II;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we
have:
a)
designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;
c)
evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
d)
disclosed in this report any change in registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
5.
The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a)
all
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial
information; and
b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant's internal control over financial
reporting.
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Date: August 11, 2008
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/s/ John Pappajohn
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John Pappajohn
Principal Executive Officer
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Exhibit
31.2
Certification
of Principal Financial Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I,
Matthew P. Kinley, certify that:
1.
I have
reviewed this quarterly report on Form 10-QSB of Zeta Acquisition Corp. II;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we
have:
a)
designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;
c)
evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
d)
disclosed in this report any change in registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
5.
The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a)
all
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial
information; and
b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant's internal control over financial
reporting.
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Date: August 11, 2008
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/s/ Matthew P. Kinley
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Matthew P. Kinley
Principal Financial Officer
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Exhibit
32.1
Certification
of Principal Executive Officer
Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
In
connection with the Quarterly Report of Zeta Acquisition Corp. II (the "Company")
on Form 10-QSB for the period ended June 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, John Pappajohn,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of
the
Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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/s/
John Pappajohn
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John Pappajohn
Principal Executive Officer
August 11, 2008
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Exhibit
32.2
Certification
of Principal Financial Officer
Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
In
connection with the Quarterly Report of Zeta Acquisition Corp. II (the "Company")
on Form 10-QSB for the period ended June 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Matthew P. Kinley,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of
the
Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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/s/
Matthew P. Kinley
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Matthew P. Kinley
Principal Financial Officer
August 11, 2008
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