U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark
One)
x ANNUAL REPORT
UNDER SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2008
o TRANSITION REPORT
UNDER SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ______________ to ______________
Commission
File Number 000-53057
ZETA
ACQUISITION CORP. II
(Exact
name of registrant as specified in its charter)
|
Delaware
|
61-1547850
|
|
|
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
c/o
Equity Dynamics Inc., 666 Walnut Street, Suite 2116, Des Moines, Iowa
50309
(Address
of principal executive offices)
(515)
244-5746
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
(Title
of Class)
Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes o No x
Check
whether the registrant is required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes x No o
Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
Accelerated Filer o
|
|
Accelerated
Filer o
|
|
Non-accelerated
Filer o
|
Smaller
Reporting Company x
|
|
|
(Do
not check if a smaller reporting company.)
|
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No o
As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.
APPLICABLE
ONLY TO CORPORATE REGISTRANTS
As of
March 31, 2009, there were 5,000,000 shares of common stock, par value $.0001,
outstanding.
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Zeta Acquisition
Corp. II (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
2
Zeta
Acquisition Corp. II (“we”, “us”, “our”, the "Company" or the "Registrant") was
incorporated in the State of Delaware on November 16, 2007. 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 and has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations
or entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company. The Company selected December 31 as its fiscal year
end.
The
Company, 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 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.
The analysis of new business
opportunities is undertaken by or under the supervision of the officers and
directors of the Company. As of this date the Company has not entered
into any definitive agreement with any party. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:
|
(a)
|
Potential
for growth, indicated by new technology, anticipated market expansion or
new products;
|
|
(b)
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Competitive
position as compared to other firms of similar size and experience within
the industry segment as well as within the industry as a
whole;
|
|
(c)
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Strength
and diversity of management, either in place or scheduled for
recruitment;
|
|
(d)
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Capital
requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
|
|
(e)
|
The
cost of participation by the Company as compared to the perceived tangible
and intangible values and
potentials;
|
|
(f)
|
The
extent to which the business opportunity can be
advanced;
|
3
|
(g)
|
The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items;
and
|
|
(h)
|
Other
relevant factors.
|
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
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.
FORM OF
ACQUISITION
The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.
It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.
The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.
In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
4
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
Item 1A. Risk Factors
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
1B. Unresolved Staff Comments
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
2. Description of Property.
The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial. The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.
Item
3. Legal Proceedings.
To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
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 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The
Common Stock is not listed on a publicly-traded market. As of March
31, 2009, there was 4 holders of record of the Common Stock.
5
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.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”). The Company has not yet issued any of its preferred
stock.
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 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 its authorized Preferred Stock, there
can be no assurance that the Company will not do so in the future.
Dividend
Policy
The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.
Recent
Sales of Unregistered Securities
On
December 14, 2007, the Company offered and sold an aggregate of 5,000,000 shares
of Common Stock for aggregate proceeds equal to $50,000. The Company
sold these shares of Common Stock under the exemption from registration provided
by Section 4(2) of the Securities Act.
No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
Issuer
Purchases of Equity Securities
None.
6
Item
6. Selected Financial Data
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
(i) filing
Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
7
Liquidity
and Capital Resources
As of December 31, 2008, the Company
had assets equal to $7,508, comprised exclusively of cash and cash
equivalents. This compares with assets equal to $39,273, comprised of
cash and cash equivalents as of December 31, 2007. The Company’s
current liabilities as of December 31, 2008 totaled $6,108, comprised
exclusively of accounts payable and accrued expenses. This compares
with the Company’s current liabilities of $4,250, comprised of accounts payable
and accrued expenses as of December 31, 2007.
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the year ended December 31, 2008, for the period from November
16, 2007 (Inception) through December 31, 2007 and for the cumulative period
from November 16, 2007 (Inception) to December 31, 2008.
|
For
the Year Ended December 31, 2008
|
For
the
Period
from
November
16, 2007
(Inception)
to
December
31, 2007
|
For
the Cumulative
Period
from
November
16, 2007
(Inception)
to
December
31, 2008
|
||||||||||
|
Net
Cash (Used in) Operating Activities
|
$ | (31,765 | ) | $ | (10,727 | ) | $ | (42,492 | ) | |||
|
Net
Cash (Used in) Investing Activities
|
- | - | - | |||||||||
|
Net
Cash Provided by Financing Activities
|
- | 50,000 | 50,000 | |||||||||
|
Net
Increase (Decrease) in Cash
|
(31,765 | ) | 39,273 | $ | 7,508 | |||||||
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from November 16, 2007 (Inception) to December 31,
2008. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. The Company’s plan of operation for the next twelve
months shall be to continue its efforts to locate suitable acquisition
candidates.
For the year ended December 31, 2008,
the Company had a net loss of $33,623 comprised exclusively of legal,
accounting, audit, and other professional service fees incurred in relation to
the filing of the Company’s Quarterly Report on Form 10-QSB for the period ended
March 31, 2008 in May of 2008, Quarterly Report on Form 10-QSB for the period
ended June 30, 2008 in August of 2008 and Quarterly Report on Form 10-Q for the
period ended September 30, 2008 in November of 2008.
For the
period from November 16, 2007 (Inception) to December 31, 2007, the Company had
a net loss of $14,977 comprised exclusively of legal, accounting, audit, and
other professional service fees incurred in relation to the formation of the
Company.
8
For the period from November 16, 2007
(Inception) to December 31, 2008, the Company had a net loss of $48,600
comprised exclusively of legal, accounting, audit, and other professional
service fees incurred in relation to the formation of the Company, the filing of
the Company’s Registration Statement on Form 10-SB in February of 2008
and Quarterly Report on Form 10-QSB for the period ended March 31,
2008 in May of 2008, Quarterly Report on Form 10-QSB for the period ended June
30, 2008 in August of 2008 and Quarterly Report on Form 10-Q for the period
ended September 30, 2008 in November of 2008.
Off-Balance
Sheet Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item 8. Financial
Statements and Supplementary Data.
Audited financial statements begin on
the following page of this report.
9
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Financial
Statements
December
31, 2008
Contents
|
Report
of Independent Registered Public Accounting Firm
|
F-1 | |||
|
Audited
Financial Statements
|
||||
|
Balance
Sheets
|
F-2 | |||
|
Statements
of Operations
|
F-3 | |||
|
Statements
of Stockholders' Equity
|
F-4 | |||
|
Statements
of Cash Flows
|
F-5 | |||
|
Notes
to Financial Statements
|
F6-F-8 |
10
Report
of Independent Registered Public Accounting Firm
The Board
of Directors
Zeta
Acquisition Corp. II
(A
Development Stage Company)
We have
audited the accompanying balance sheets of Zeta Acquisition Corp. II (a
development stage company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 2008, the period from inception (November 16, 2007) to
December 31, 2007, and the cumulative period from inception (November 16, 2007)
to December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
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 our 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 Zeta Acquisition Corp. II (a
development stage company), as of December 31, 2008 and 2007, and the results of
its operations and its cash flows for the year ended December 31,
2008, the period from inception (November 16, 2007) to December 31,
2007, and the cumulative period from inception (November 16, 2007) to December
31, 2008, in conformity with accounting principles generally accepted in the
United States of America.
/s/ LWBJ,
LLP
West Des
Moines, Iowa
March 27,
2009
F-1
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Balance
Sheets
|
December
31,
|
December
31,
|
|||||||
|
2008
|
2007
|
|||||||
|
Assets
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 7,508 | $ | 39,273 | ||||
|
Total
assets
|
$ | 7,508 | $ | 39,273 | ||||
|
Liabilities
and stockholders' equity
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 6,108 | $ | 4,250 | ||||
|
Total
liabilities
|
6,108 | 4,250 | ||||||
|
Stockholders'
equity:
|
||||||||
|
Preferred
stock, $0.0001 par value; 10,000,000 shares authorized;
|
||||||||
|
no
shares issued and outstanding
|
- | - | ||||||
|
Common
stock, $0.0001 par value; 100,000,000 shares authorized;
|
||||||||
|
5,000,000
shares issued and outstanding
|
500 | 500 | ||||||
|
Additional
paid-in capital
|
49,500 | 49,500 | ||||||
|
Deficit
accumulated during the development stage
|
(48,600 | ) | (14,977 | ) | ||||
|
Total
stockholders' equity
|
1,400 | 35,023 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 7,508 | $ | 39,273 | ||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Statements
of Operations
|
For
The
|
Cumulative
|
|||||||||||
|
Period
From
|
Period
From
|
|||||||||||
|
November
16, 2007
|
November
16, 2007
|
|||||||||||
|
Year
Ended
|
(Inception)
Through
|
(Inception)
Through
|
||||||||||
|
December
31, 2008
|
December
31, 2007
|
December
31, 2008
|
||||||||||
|
Operating
expenses:
|
||||||||||||
|
Formation
costs
|
$ | 5,050 | $ | 10,593 | $ | 15,643 | ||||||
|
General
and administrative
|
28,573 | 4,384 | 32,957 | |||||||||
|
Net
loss
|
$ | (33,623 | ) | $ | (14,977 | ) | $ | (48,600 | ) | |||
|
Net
loss per basic and diluted common share
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
|
Weighted-average
number of common shares outstanding
|
5,000,000 | 1,888,889 | 4,659,367 | |||||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Statements
of Stockholders' Equity
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
During
the
|
Total
|
||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Development
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
|
Issuance
of common stock on
|
||||||||||||||||||||
|
December
14, 2007 at $0.01 per share
|
5,000,000 | $ | 500 | $ | 49,500 | $ | - | $ | 50,000 | |||||||||||
|
Net
loss
|
- | - | - | (14,977 | ) | (14,977 | ) | |||||||||||||
|
Balance
at December 31, 2007
|
5,000,000 | 500 | 49,500 | (14,977 | ) | 35,023 | ||||||||||||||
|
Net
loss
|
- | - | - | (33,623 | ) | (33,623 | ) | |||||||||||||
|
Balance
at December 31, 2008
|
5,000,000 | $ | 500 | $ | 49,500 | $ | (48,600 | ) | $ | 1,400 | ||||||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Statements
of Cash Flows
|
For
The
|
Cumulative
|
|||||||||||
|
Period
From
|
Period
From
|
|||||||||||
|
November
16, 2007
|
November
16, 2007
|
|||||||||||
|
Year
Ended
|
(Inception)
Through
|
(Inception)
Through
|
||||||||||
|
December
31, 2008
|
December
31, 2007
|
December
31, 2008
|
||||||||||
|
Operating
activities
|
||||||||||||
|
Net
loss
|
$ | (33,623 | ) | $ | (14,977 | ) | $ | (48,600 | ) | |||
|
Adjustments
to reconcile net loss to net cash
|
||||||||||||
|
used
in operating activities:
|
||||||||||||
|
Increase
in accrued expenses
|
1,858 | 4,250 | 6,108 | |||||||||
|
Net
cash used in operating activities
|
(31,765 | ) | (10,727 | ) | (42,492 | ) | ||||||
|
Financing
activities
|
||||||||||||
|
Proceeds
from note payable, stockholder
|
- | 10,000 | 10,000 | |||||||||
|
Payments
on note payable, stockholder
|
- | (10,000 | ) | (10,000 | ) | |||||||
|
Proceeds
from issuance of common stock
|
- | 50,000 | 50,000 | |||||||||
|
Net
cash provided by financing activities
|
- | 50,000 | 50,000 | |||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(31,765 | ) | 39,273 | 7,508 | ||||||||
|
Cash
and cash equivalents at beginning of period
|
39,273 | - | - | |||||||||
|
Cash
and cash equivalents at end of period
|
$ | 7,508 | $ | 39,273 | $ | 7,508 | ||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
|
1.
|
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
$48,600. 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-6
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes to
Financial Statements (continued)
|
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.
In June
2006, the Financial Accounting Standards Board ("FASB") issued interpretation
No. 48, Accounting for
Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109
("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an entity's financial statements in accordance with SFAS No.
109. FIN 48 prescribed that a company should use a more
likely-than-not recognition threshold based on the technical merits of the tax
position taken. Tax positions that meet the more likely-than-not
threshold should be measured in order to determine the tax benefit to be
recognized in the financial statements. FIN 48 was effective for the
fiscal year beginning January 1, 2007. The Company has reviewed FIN
48 and believes it has no uncertainties with regard to its tax
positions. Should uncertainties arise, the Company shall adopt a tax
position that is more likely-than-not that the tax position will be sustained
upon examination.
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 December 31, 2008. The Company considers the carrying
value of cash and cash equivalents, accounts payable, and accrued expenses to
approximate fair value due to their short maturities.
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.
Recently
Issued Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect.
|
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.
F-7
ZETA ACQUISITION CORP.
II
(A
Development Stage Company)
Notes to
Financial Statements (continued)
|
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 tax
effects of temporary differences that give rise to significant portions of the
Company's net deferred tax asset at December 31, 2008 and 2007 are as
follows:
|
December
31,
|
December
31,
|
|||||||
|
2008
|
2007
|
|||||||
|
Deferred
tax asset:
|
||||||||
|
Capitalized
formation costs
|
$ | 7,300 | $ | 2,247 | ||||
|
Valuation
allowance
|
(7,300 | ) | (2,247 | ) | ||||
|
Net
deferred tax asset recognized
|
$ | — | $ | — | ||||
A full
valuation allowance has been recorded against the Company's deferred tax asset
because, based on the weight of available evidence, it is more likely than not
that such benefits will not be realized.
The
benefit from income taxes differs from the amount computed by applying the
United States (US) federal income tax rate of fifteen percent (15%) to loss
before income taxes for the year ended December 31, 2008 and the period from
November 16, 2007 (Inception) to December 31, 2007 as follows:
|
Period
From
|
||||||||
|
November
16,
|
||||||||
| Year Ended |
2007
(Inception)
|
|||||||
|
December
31,
|
to
December 31,
|
|||||||
|
2008
|
2007
|
|||||||
|
US
federal income tax benefit at statutory rate
|
$ | (7,300 | ) | $ | (2,247 | ) | ||
|
Change
in valuation allowance
|
7,300 | 2,247 | ||||||
|
Benefit
from income taxes
|
$ | — | $ | — | ||||
|
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-8
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.
Item
9A(T). Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report. Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.
Evaluation of Internal
Controls and Procedures
Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
Our
internal control over financial reporting includes those policies and procedures
that:
|
|
·
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of the Company’s management
and directors; and
|
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
As of
December 31, 2008, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.
11
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
Changes in Internal Controls
over Financial Reporting
There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
(a) Identification
of Directors and Executive Officers. The following table sets forth
certain information regarding the Company’s directors and executive
officers:
|
Name
|
Age
|
Position
|
||
|
John
Pappajohn
|
80
|
President
and Director
|
||
|
Matthew
P. Kinley
|
41
|
Secretary,
Chief Financial Officer and
Director
|
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.
John Pappajohn has served as
our President and Director since inception. Mr. Pappajohn currently
serves as the President and principal stockholder of Equity Dynamics, Inc., a
financial consulting firm, and has served as such since 1969. He is
also the sole owner of Pappajohn Capital Resources, a venture capital
firm. Mr. Pappajohn has been involved in the development and
financing of more than one hundred companies during his career and has served as
a director of more than 40 public companies. Mr. Pappajohn currently
serves as a director of the following public companies: American CareSource
Holdings, Inc., ConMed Healthcare Management, Inc., PharmAthene, Inc., and
SpectraScience, Inc., which trade under the symbols “NASDAQ NMS:ANCI,” “NASDAQ
OTCBB:CMHM,” “AMEX:PIP,” and “NASDAQ OTCBB:SCIE”, respectively. Mr.
Pappajohn received his B.S.C. from the University of Iowa in 1952.
Matthew P. Kinley has served
as our Chief Financial Officer, Secretary and a Director since
inception. Mr. Kinley currently serves as the Senior Vice President
of Equity Dynamics, Inc., a financial consulting firm, and Pappajohn Capital
Resources, a venture capital firm. He has served as such since
1995. Mr. Kinley served as President and as a director of the
Healthcare Acquisition Corp. from April 2005 through August
2007. Healthcare Acquisition Corp. is now the public company known as
PharmAthene, Inc., which trades under the symbol “AMEX:PIP.” Mr.
Kinley has been involved in the financing and development of more than 25
companies in the past ten years. From 1990 through 1995, Mr. Kinley
was manager and held various positions at KPMG Peat Marwick, working on tax,
audit and merger and acquisition issues. He currently serves on the
Board of Directors of several private companies. Mr. Kinley
also serves on the College of Business Executive Advisory Board and the
Entrepreneurial Center Advisory Board at the University of Northern
Iowa. Mr. Kinley received his B.A. in Business, with highest honors,
from the University of Northern Iowa in May 1990.
12
Prior
Blank Check Company Experience
As
indicated below, members of the management also serve as officers and directors
of:
|
Name
|
Filing Date Registration Statement |
Operating
Status
|
SEC
File
Number
|
Pending
Business
Combinations
|
Additional
Information
|
|||||
|
Healthcare
Acquisition Corp.
|
April
25, 2005
|
Effective
July 28, 2005
|
001-32587
|
Completed
August 3, 2007
|
Mr.
Pappajohn has served as Chairman of the company since
inception. Mr. Pappajohn also served as Secretary of the
company until he resigned on August 3, 2007. Mr. Kinley served
as President, Treasurer and director of the company until he resigned on
August 3, 2007.
|
|||||
|
Zeta
Acquisition Corp. I, Inc. and Zeta Acquisition Corp. III
Inc.
|
January
31, 2008
|
Effective
April 1, 2008
|
000-53056
000-53058
|
None.
|
Messrs.
Pappajohn and Kinley have been officers and directors of these companies
since inception.
|
(b) Significant
Employees.
As of the date hereof, the Company has
no significant employees.
(c) Family
Relationships.
There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.
(d) Involvement
in Certain Legal Proceedings.
There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
13
Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended
December 31, 2008 and written representations that no other reports were
required, the Company believes that no person who, at any time during such
fiscal year, was a director, officer or beneficial owner of more than 10% of the
Company’s common stock failed to comply with all Section 16(a) filing
requirements during such fiscal years.
Code
of Ethics
We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serve in these capacities.
Nominating
Committee
We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.
Audit
Committee
The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert. The Company intends to continue to search for a
qualified individual for hire.
Item
11. Executive Compensation.
The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.
|
Name and Position
|
Year
|
Cash Compensation
|
Other Compensation
|
|||
|
John
Papajohn, President and Director
|
2008
2007
|
None
None
|
None
None
|
|||
|
Michael
Kinley, Chief Financial Officer, Secretary and Director
|
2008
2007
|
None
None
|
None
None
|
Director
Compensation
We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
14
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
(a) The following tables set forth certain
information as of March 31, 2009, regarding (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director, nominee and executive officer of the Company and
(iii) all officers and directors as a group.
|
Name and Address
|
Amount
and Nature of
Beneficial Ownership
|
Percentage
of Class
|
||||||
|
John
Pappajohn (1)
c/o
Equity Dynamics Inc.
666
Walnut Street, Suite 2116
Des
Moines, Iowa 50309
|
2,000,000 | 40 | % | |||||
|
Matthew
P. Kinley (2)
c/o
Equity Dynamics Inc.
666
Walnut Street, Suite 2116
Des
Moines, Iowa 50309
|
2,000,000 | 40 | % | |||||
|
AANA
Ltd.
c/o
Argyris Vassiliou
94
Nathan Hale Drive
Stamford,
Connecticut 06902
|
625,000 | (4) | 12.5 | % | ||||
|
NICALE
Partners
c/o
Argyris Vassiliou
94
Nathan Hale Drive
Stamford,
Connecticut 06902
|
375,000 | (5) | 7.5 | % | ||||
|
(1)
|
Mr.
Pappajohn serves as President and director of the
Company.
|
|
(2)
|
Mr.
Kinley serves as Secretary, Chief Financial Officer and director of the
Company. .
|
|
(3)
|
Represents
share of common stock owned by AANA Ltd. Mr. Vassiliou, his
wife and his two minor children are the owner of AANA Ltd. Mr. Vassiliou
has sole investment and voting power of these
shares. Therefore, Mr. Vassiliou may be deemed the beneficial
owner of the shares of common stock held by AANA Ltd.
|
|
(4)
|
Represents
share of common stock owned by NICALE Partners. Mr. Vassiliou’s
minor children are the owners of NICALE Partners. Mr. Vassiliou has sole
investment and voting power of these shares. Therefore, Mr.
Vassiliou may be deemed the beneficial owner of the shares of common stock
held by NICALE Partners.
|
(b) The
Company currently has not authorized any compensation plans or individual
compensation arrangements.
Item
13. Certain Relationships and Related Transactions.
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-K.
Item
14. Principal Accounting Fees and Services
LWBJ
Financial (“LWBJ”) is the Company's independent registered public accounting
firm.
15
Audit
Fees
The
aggregate fees billed by LWBJ for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were approximately $10,500 and
$0, respectively, for the fiscal years
ended December 31, 2008 and December 31, 2007.
Audit-Related
Fees
There
were no fees billed
by LWBJ 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 years ended December 31, 2008 and December 31, 2007.
Tax
Fees
There
were no fees billed by LWBJ
for professional services for tax compliance, tax advice, and tax
planning for the fiscal years ended December 31, 2008 and December 31,
2007.
All
Other Fees
There
were no fees billed by LWBJ for other products and services for the fiscal years
ended December 31, 2008 and December 31, 2007.
Audit
Committee’s Pre-Approval Process
The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.
Part
IV
Item
15. Exhibits, Financial Statement Schedules
(a) We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.
|
Statement
|
Page*
|
|||
|
Report
of Independent Registered Public Accounting Firm
|
F-1 | |||
|
Balance
Sheets
|
F-2 | |||
|
Statement
of Operations
|
F-3 | |||
|
Statement
of Changes in Stockholder’s Equity (Deficit)
|
F-4 | |||
|
Statement
of Cash Flows
|
F-5 | |||
|
Notes
to Financial Statements
|
F-6 | |||
|
*
|
Page
F-1 follows page 10 to this annual report on Form
10-K.
|
(b) Index
to Exhibits required by Item 601 of Regulation S-K.
16
|
Description
|
||
|
*3.1
|
Certificate
of Incorporation
|
|
|
*3.2
|
By-laws
|
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-K for the year ended December 31,
2008
|
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-K for the year ended December 31,
2008
|
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
|
|
|
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
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*
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Filed
as an exhibit to the Company's registration statement on Form 10, as filed
with the SEC on February 1, 2008, and incorporated herein by this
reference.
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17
SIGNATURES
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ZETA
ACQUISITION CORP. II
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Dated:
March 31, 2009
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By:
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/s/ John Pappajohn | |
| John Pappajohn | |||
| President and Director | |||
| Principal Executive Officer | |||
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Dated:
March 31, 2009
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By:
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/s/ Matthew P. Kinley | |
| Matthew P. Kinley | |||
| Secretary, Chief Financial Officer | |||
| Principal Accounting Officer | |||
| Principal Financial Officer |
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Title
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Date
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||
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/s/
John Pappajohn
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President
and Director
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March
31, 2009
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||
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John
Pappajohn
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||||
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/s/
Matthew P. Kinley
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Secretary,
Chief Financial
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March
31, 2009
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||
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Matthew
P. Kinley
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Officer and Director
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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 report on Form 10-K of Zeta Acquisition Corp.
II.;
2. Based
on my knowledge, this 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 report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this 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 report;
4. I am
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 I 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 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 registrant'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 the occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. 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:
March 31, 2009
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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 report on Form 10-K of Zeta Acquisition Corp. II;
2. Based
on my knowledge, this 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 report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this 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 report;
4. I am
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 I 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 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 registrant'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 the occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. 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.
|
Date:
March 31, 2009
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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
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 Annual Report of
Zeta Acquisition Corp. II (the "Company") on Form 10-K for the fiscal year ended
December 31, 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.
|
March
31, 2009
|
/s/
John Pappajohn
|
||
|
John
Pappajohn
Principal
Executive Officer
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|||
Exhibit
32.2
CERTIFICATION
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 Annual Report of
Zeta Acquisition Corp. II (the "Company") on Form 10-K for the fiscal year ended
December 31, 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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March
31, 2009
|
/s/
Matthew P. Kinley
|
||
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Matthew
P. Kinley
Principal
Financial Officer
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