FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended September 30, 2010
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53057
Zeta Acquisition Corp.
II
(Exact
name of registrant as specified in its charter)
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Delaware
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61-1547850
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(State
or other jurisdiction
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(I.R.S.
Employer Identification Number)
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|
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of
incorporation or organization)
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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)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 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 ¨.
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). Yes ¨ No ¨
Indicate by check mark 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):
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Large
accelerated filer ¨
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Accelerated
filer
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¨
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Non-accelerated
filer ¨
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Smaller
reporting company
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x.
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(Do
not check if a smaller reporting company)
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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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000 shares of common stock,
par value $.0001 per share, outstanding as of November 15,
2010.
ZETA
ACQUISITION CORP. II
-
INDEX -
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Page
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PART
I – FINANCIAL INFORMATION:
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||||
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Item
1.
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Financial
Statements (unaudited):
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|||
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Condensed
Balance Sheets as of September 30, 2010 and December 31,
2009
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1
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|||
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Condensed
Statements of Operations for the Three and Nine Months Ended September 30,
2010 and 2009 and for the Cumulative Period from November 16, 2007
(Inception) to September 30, 2010
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2
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|||
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Condensed
Statements of Cash Flows for the Nine Months Ended September 30, 2010 and
2009 and for the Cumulative Period from November 16, 2007 (Inception)
through September 30, 2010
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3
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Notes
to Condensed Financial Statements
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4
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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7
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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10
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Item
4.
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Controls
and Procedures
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10
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PART II – OTHER
INFORMATION:
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||||
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Item
1.
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Legal
Proceedings
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10
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Item
1A.
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Risk
Factors
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10
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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11
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Item
3.
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Defaults
Upon Senior Securities
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11
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Item
4.
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Removed
and Reserved
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11
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Item
5.
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Other
Information
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11
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Item
6.
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Exhibits
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11
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Signatures
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12
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PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Balance Sheets
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September
30,
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December
31,
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|||||||
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2010
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2009
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|||||||
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(Unaudited)
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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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$ | 2,254 | $ | 11,142 | ||||
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Prepaid
expenses
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3,750 | 1,875 | ||||||
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Total
assets
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$ | 6,004 | $ | 13,017 | ||||
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Liabilities
and stockholders' deficit
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable and accrued expenses
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$ | 4,249 | $ | 6,613 | ||||
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Notes
payable, stockholders
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35,000 | 25,000 | ||||||
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Total
liabilities
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39,249 | 31,613 | ||||||
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Stockholders'
deficit
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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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Common
stock, $0.0001 par value; 100,000,000 shares authorized;
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||||||||
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5,000,000
shares issued and outstanding
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500 | 500 | ||||||
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Additional
paid-in capital
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49,500 | 49,500 | ||||||
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Deficit
accumulated during the development stage
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(83,245 | ) | (68,596 | ) | ||||
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Total
stockholders' deficit
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(33,245 | ) | (18,596 | ) | ||||
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Total
liabilities and stockholders' deficit
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$ | 6,004 | $ | 13,017 | ||||
See
accompanying notes.
1
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Operations
(Unaudited)
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Cumulative
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||||||||||||||||||||
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Period
From
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Three
Months Ended
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Nine
Months Ended
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November
16, 2007
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September
30,
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September
30,
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(Inception)
Through
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||||||||||||||||||
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2010
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2009
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2010
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2009
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September 30, 2010
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Operating
expenses:
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||||||||||||||||||||
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Formation
costs
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$ | - | $ | - | $ | - | $ | - | $ | 15,643 | ||||||||||
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General
and administrative
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4,238 | 5,119 | 13,295 | 12,069 | 65,410 | |||||||||||||||
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Operating
loss
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(4,238 | ) | (5,119 | ) | (13,295 | ) | (12,069 | ) | (81,053 | ) | ||||||||||
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Interest
expense
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529 | 378 | 1,354 | 460 | 2,192 | |||||||||||||||
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Net
loss
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$ | (4,767 | ) | $ | (5,497 | ) | $ | (14,649 | ) | $ | (12,529 | ) | $ | (83,245 | ) | |||||
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Net
loss per basic and diluted common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||||
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Weighted-average
number of common
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||||||||||||||||||||
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shares
outstanding
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5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 4,866,540 | |||||||||||||||
See
accompanying notes.
2
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Cash Flows
(Unaudited)
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Cumulative
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||||||||||||
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Period
From
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||||||||||||
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Nine
Months Ended
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November
16, 2007
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September
30,
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(Inception)
Through
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|||||||||||
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2010
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2009
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September 30, 2010
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Operating
activities
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||||||||||||
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Net
loss
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$ | (14,649 | ) | $ | (12,529 | ) | $ | (83,245 | ) | |||
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Adjustments to reconcile net loss
to net cash used in
operating activities:
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||||||||||||
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Increase
in prepaid expenses
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(1,875 | ) | (3,000 | ) | (3,750 | ) | ||||||
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Increase
(decrease) in accrued expenses
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(2,364 | ) | (3,948 | ) | 4,249 | |||||||
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Net
cash used in operating activities
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(18,888 | ) | (19,477 | ) | (82,746 | ) | ||||||
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Financing
activities
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||||||||||||
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Proceeds
from notes payable, stockholders
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10,000 | 25,000 | 45,000 | |||||||||
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Payments
on notes payable, stockholders
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- | - | (10,000 | ) | ||||||||
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Proceeds
from issuance of common stock
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- | - | 50,000 | |||||||||
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Net
cash provided by financing activities
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10,000 | 25,000 | 85,000 | |||||||||
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Net
increase (decrease) in cash and cash equivalents
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(8,888 | ) | 5,523 | 2,254 | ||||||||
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Cash
and cash equivalents at beginning of period
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11,142 | 7,508 | - | |||||||||
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Cash
and cash equivalents at end of period
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$ | 2,254 | $ | 13,031 | $ | 2,254 | ||||||
See
accompanying notes.
3
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes to
Condensed Financial Statements
(Unaudited)
September
30, 2010
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1.
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Nature
of Operations and Significant Accounting
Policies
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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 Accounting Standards
Codification ("ASC") Topic 915, Development Stage
Entities. 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
$83,245. 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.
4
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes to
Condensed Financial Statements (continued)
(Unaudited)
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1.
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Nature
of Operations and Significant Accounting Policies
(continued)
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Income
Taxes
The
Company accounts for income taxes in accordance with ASC Topic 740, 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 ASC Topic 820-10, Fair
Value Measurements and Disclosures, the Company is required to estimate
the fair value of all financial instruments included on its balance sheet as of
September 30, 2010. The Company considers the carrying value of cash
and cash equivalents, prepaid expenses, accounts payable and accrued expenses,
and notes payable, stockholders to approximate fair value due to their 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-K filed March 31, 2010.
The
results of operations for the three months and nine months ended September 30,
2010 and 2009 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.
5
ZETA ACQUISITION CORP.
II
(A
Development Stage Company)
Notes to
Condensed Financial Statements (continued)
(Unaudited)
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2.
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Notes
Payable, Stockholders
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During
2010, the Company issued unsecured promissory notes to various stockholders of
the Company. The notes total $10,000, bear interest at 6% and are due
on demand.
During
2009, the Company issued unsecured promissory notes to various stockholders of
the Company. The notes total $25,000, bear interest at 6% and are due
on demand.
During
2007, 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.
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3.
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Preferred
Stock
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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.
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4.
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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.
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5.
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Income
Taxes
|
The
Company has approximately $12,500 in gross deferred tax assets at September 30,
2010 resulting from capitalized start-up costs and net operating
losses. 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.
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6.
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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.
6
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to 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 (“we”, “us”, “our” or 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 Quarterly 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.
Description
of Business
The
Company was incorporated in the State of Delaware on November 16, 2007
(Inception) and maintains its principal executive office at 666 Walnut Street,
Suite 2116, Des Moines, Iowa 50309. Since inception, the Company has been
engaged in organizational efforts and obtaining initial financing. The Company
was formed as a vehicle to pursue a business combination through the acquisition
of, or merger with, an operating business. The Company filed a registration
statement on Form 10-SB with the U.S. Securities and Exchange Commission (the
“SEC”) on February 1, 2008, and since its effectiveness, the Company has focused
its efforts to identify a possible business combination.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
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:
7
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(i)
|
filing
Exchange Act reports, and
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|
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(ii)
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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. As of the date of the period covered by this
report, the Company has $2,254 in its treasury. There are no assurances that the
Company will be able to secure any additional funding as
needed. Currently, however, our ability to continue as a going
concern is dependent upon our ability to generate future profitable
operations and/or to obtain the necessary financing to meet our obligations and
repay our liabilities arising from normal business operations when they come
due. Our ability to continue as a going concern is also dependent on our ability
to find a suitable target Company and enter into a possible reverse merger with
such Company. Management’s plan includes obtaining additional funds by equity
financing through a reverse merger transaction and/or related party advances,
however there is no assurance of additional funding being
available.
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.
Since our
Registration Statement on Form 10-SB went effective, our management has 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. Our management anticipates that it will likely be able to
effect only one business combination, due primarily to our limited financing and
the dilution of interest for present and prospective stockholders, which is
likely to occur as a result of our management’s plan to offer a controlling
interest to a target business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in
investing in us, because it will not permit us to offset potential losses from
one venture against gains from another.
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.
8
Liquidity
and Capital Resources
As of September 30, 2010, the Company
had current assets equal to $6,004 comprised of cash and cash equivalents and
prepaid expenses. This compares with assets of $13,017, comprised of cash and cash
equivalents and prepaid expenses as of December 31, 2009. The Company’s current
liabilities as of September 30, 2010 totaled $39,249, comprised of accounts
payable, accrued expenses and notes payable to stockholders. This
compares with liabilities of $31,613, comprised of accounts
payable, accrued expenses and notes payable to stockholders, as of December 31,
2009. 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 nine months ended September 30, 2010 and 2009 and for the
cumulative period from November 16, 2007 (Inception) to September 30,
2010:
|
Nine Months
Ended
September 30,
2010
|
Nine Months
Ended
September 30,
2009
|
For the
Cumulative
Period from
November 16,
2007 (Inception)
to
September 30,
2010
|
||||||||||
|
Net
Cash (Used in) Operating Activities
|
$ | (18,888 | ) | $ | (19,477 | ) | $ | (82,746 | ) | |||
|
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | - | ||||||
|
Net
Cash Provided by Financing Activities
|
$ | 10,000 | $ | 25,000 | $ | 85,000 | ||||||
|
Net
Increase (decrease) in Cash and Cash Equivalents
|
$ | (8,888 | ) | $ | 5,523 | $ | 2,254 | |||||
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) though September 30,
2010. It is unlikely the Company will have any revenues unless it is able to
effect an acquisition or merger with an operating company, of which there can be
no assurance. It is management's assertion that these circumstances
may hinder the Company's ability to continue as a going concern. The
Company’s plan of operation for the next twelve months shall be to continue its
efforts to locate suitable acquisition candidates.
For the
three and nine months ended September 30, 2010, the Company had a net loss of
$4,767 and $14,649 respectively, consisting of interest expense and legal,
accounting, audit, and other professional service fees incurred in relation to
the preparation and filing of the Company’s periodic reports. This
compares with a net loss of $5,497 and $12,529, respectively for the three and
nine months ended September 30, 2009 consisting of interest expense and legal,
accounting, audit, and other professional service fees incurred in relation to
the preparation and filing of the Company’s periodic reports.
For the
period from November 16, 2007 (Inception) to September 30, 2010, the Company had
a net loss of $83,245 comprised exclusively of interest expense and 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 the filing of the Company’s periodic
reports on Form 10-Q and Form 10-K.
9
Off-Balance
Sheet Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
3. 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
information required by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed pursuant to the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules,
regulations and related forms, and that such information is accumulated and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required
disclosure.
As of September 30, 2010, 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 September
30, 2010 that have materially affected or are reasonably likely to materially
affect our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
presently no material pending legal proceedings to which the Company, any of its
subsidiaries, any executive officer, any owner of record or beneficially of more
than five percent of any class of voting securities is a party or as to which
any of its property is subject, and no such proceedings are known to the
Registrant to be threatened or contemplated against it.
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
information required by this Item.
10
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Removed and
Reserved.
Item 5. Other
Information.
None.
Item
6. Exhibits.
(a) Exhibits
required by Item 601 of Regulation S-K.
|
Exhibit
|
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-Q for the quarter ended September 30,
2010.
|
|
|
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-Q for the quarter ended September 30,
2010.
|
|
|
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 SEC on February 1, 2008, and incorporated herein by this
reference.
|
11
SIGNATURES
Pursuant to the requirements 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.
|
Dated:
November 15, 2010
|
ZETA
ACQUISITION CORP. II
|
||
|
By:
|
/s/
|
John Pappajohn
|
|
|
John
Pappajohn
|
|||
|
President
and Director
|
|||
|
Principal
Executive Officer
|
|||
|
By:
|
/s/
|
Matthew P. Kinley
|
|
|
Matthew
P. Kinley
|
|||
|
Secretary,
Chief Financial Officer and Director
|
|||
|
Principal
Financial Officer
|
|||
12
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-Q 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. The
registrant’s other certifying officer(s) 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
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; and
d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of the annual
report) 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
a) All
significant 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:
November 15, 2010
|
/s/ John Pappajohn
|
|
|
John
Pappajohn
|
||
|
Principal
Executive Officer
|
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-Q 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. The
registrant’s other certifying officer(s) 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
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; and
d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of the annual
report) 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
a) All
significant 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:
November 15, 2010
|
/s/ Matthew P. Kinley
|
|
|
Matthew
P. Kinley
|
||
|
Principal
Financial Officer
|
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-Q for the period ended
September 30, 2010 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, John Pappajohn, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(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.
|
/s/ John Pappajohn
|
||
|
John
Pappajohn
|
||
|
Principal
Executive Officer
|
||
|
November
15, 2010
|
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-Q for the period ended
September 30, 2010 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.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(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.
|
/s/ Matthew P. Kinley
|
||
|
Matthew
P. Kinley
|
||
|
Principal
Financial Officer
|
||
|
November
15, 2010
|