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, 2008
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)
|
Delaware
|
61-1547850
|
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
|
|
of
incorporation or organization)
|
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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x.
|
|
|
(Do
not check if a smaller reporting company)
|
||||
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 12, 2008.
ZETA
ACQUISITION CORP. II
-
INDEX -
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Page
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PART
I – FINANCIAL INFORMATION:
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Item
1.
|
Financial
Statements (unaudited):
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||
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Report
of Independent Registered Public Accounting Firm
|
1
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||
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Condensed
Balance Sheets
|
2
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||
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As
of September 30, 2008 and December 31, 2007
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|||
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Condensed
Statements of Operations
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3
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||
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For
the Three and Nine Months Ended September 30, 2008 and
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|||
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For
the Cumulative Period from November 16, 2007 (Inception) to September
30,
2008
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|||
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Condensed
Statements of Cash Flows
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4
|
||
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For
the Three and Nine Months Ended September 30, 2008 and
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|||
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For
the Cumulative Period from November 16, 2007 (Inception) to September
30,
2008
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|||
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Notes
to Financial Statements
|
5
|
||
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Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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8
|
|
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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11
|
|
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Item
4T.
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Controls
and Procedures
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11
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PART
II – OTHER INFORMATION:
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|||
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Item
1.
|
Legal
Proceedings
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11
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Item
1A.
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Risk
Factors
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11
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|
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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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|
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Item
3.
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Defaults
Upon Senior Securities
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11
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|
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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12
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Item
5.
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Other
Information
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12
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|
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Item
6.
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Exhibits
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12
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Signatures
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13
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||
PART
I –
FINANCIAL INFORMATION
Item
1. Financial Statements.
Report
of Independent Registered Public Accounting Firm
The
Board
of Directors
Zeta
Acquisition Corp. II
(A
Development Stage Company)
We
have
reviewed the accompanying condensed balance sheet of Zeta Acquisition Corp.
II
(a development stage company) as of September 30, 2008 and the related condensed
statements of operations for the three-month and nine-month periods ended
September 30, 2008 and the condensed statements of cash flows for the
three-month and nine-month periods then ended. These condensed financial
statements are the responsibility of the Company's management.
We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based
on
our review, we are not aware of any material modifications that should be made
to the accompanying interim financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.
We
have
previously audited, in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of Zeta
Acquisition Corp. II (a development stage company) as of December 31, 2007,
and
the related statements of operations, stockholder's equity and cash flows for
the period from November 16, 2007 (inception) to December 31, 2007 (not
presented herein); and in our report dated January 24, 2008, we expressed an
unqualified opinion on those financial statements.
/s/ LWBJ, LLP
West
Des
Moines, Iowa
November
4, 2008
1
(A
Development Stage Company)
Condensed
Balance Sheets
(Unaudited)
|
September 30,
|
December 31,
|
||||||
|
2008
|
2007
|
||||||
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Assets
|
|||||||
|
Current
assets:
|
|||||||
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Cash
and cash equivalents
|
$
|
9,284
|
$
|
39,273
|
|||
|
Prepaid
expenses
|
3,000
|
-
|
|||||
|
Total
assets
|
$
|
12,284
|
$
|
39,273
|
|||
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Liabilities
and stockholders' equity
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable and accrued expenses
|
$
|
1,776
|
$
|
4,250
|
|||
|
Total
liabilities
|
1,776
|
4,250
|
|||||
|
Stockholders'
equity
|
|||||||
|
Preferred
stock, $0.0001 par value; 10,000,000 shares authorized; no shares
issued
and outstanding
|
-
|
-
|
|||||
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Common
stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000
shares
issued and outstanding
|
500
|
500
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|||||
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Additional
paid-in capital
|
49,500
|
49,500
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|||||
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Deficit
accumulated during the development stage
|
(39,492
|
)
|
(14,977
|
)
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|||
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Total
stockholders' equity
|
10,508
|
35,023
|
|||||
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Total
liabilities and stockholders' equity
|
$
|
12,284
|
$
|
39,273
|
|||
See
independent accountants' review report and accompanying notes.
2
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Operations
(Unaudited)
|
Cumulative
|
||||||||||
|
Period From
|
||||||||||
|
Three
|
Nine
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November 16, 2007
|
||||||||
|
Months Ended
|
Months Ended
|
(Inception) Through
|
||||||||
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September 30, 2008
|
September 30, 2008
|
September 30, 2008
|
||||||||
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Operating
expenses:
|
||||||||||
|
Formation
costs
|
$
|
-
|
$
|
5,050
|
$
|
15,643
|
||||
|
General
and administrative
|
4,188
|
19,465
|
23,849
|
|||||||
|
Net
loss
|
$
|
(4,188
|
)
|
$
|
(24,515
|
)
|
$
|
(39,492
|
)
|
|
|
Net
loss per basic and diluted common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
Weighted-average
number of common shares outstanding
|
5,000,000
|
5,000,000
|
4,561,129
|
|||||||
See
independent accountants' review report and accompanying notes.
3
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Condensed
Statements of Cash Flows
(Unaudited)
|
Cumulative
|
||||||||||
|
Period From
|
||||||||||
|
Three
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Nine
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November 16, 2007
|
||||||||
|
Months Ended
|
Months Ended
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(Inception) Through
|
||||||||
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September 30, 2008
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September 30, 2008
|
September 30, 2008
|
||||||||
|
Operating
activities
|
||||||||||
|
Net
loss
|
$
|
(4,188
|
)
|
$
|
(24,515
|
)
|
$
|
(39,492
|
)
|
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
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Decrease
(increase) in prepaid expenses
|
1,500
|
(3,000
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)
|
(3,000
|
)
|
|||||
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Increase
(decrease) in accounts payable and accrued expenses
|
(224
|
)
|
(2,474
|
)
|
1,776
|
|||||
|
Net
cash used in operating activities
|
(2,912
|
)
|
(29,989
|
)
|
(40,716
|
)
|
||||
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Financing
activities
|
||||||||||
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Proceeds
from note payable, stockholder
|
-
|
-
|
10,000
|
|||||||
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Payments
on note payable, stockholder
|
-
|
-
|
(10,000
|
)
|
||||||
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Proceeds
from issuance of common stock
|
-
|
-
|
50,000
|
|||||||
|
Net
cash provided by financing activities
|
-
|
-
|
50,000
|
|||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(2,912
|
)
|
(29,989
|
)
|
9,284
|
|||||
|
Cash
and cash equivalents at beginning of period
|
12,196
|
39,273
|
-
|
|||||||
|
Cash
and cash equivalents at end of period
|
$
|
9,284
|
$
|
9,284
|
$
|
9,284
|
||||
See
independent accountants' review report and accompanying notes.
4
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements
(Unaudited)
September
30, 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
$39,492. 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.
5
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements (continued)
(Unaudited)
1. Nature
of Operations and Significant Accounting Policies
(continued)
Income
Taxes
The
Company accounts for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes,
which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized.
Fair
Value of Financial Instruments
Pursuant
to SFAS No. 107, Disclosures
About Fair Value of Financial Instruments,
the
Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of September 30, 2008. The Company considers
the carrying value of cash and cash equivalents to approximate fair value due
to
its short maturity.
Net
Loss Per Share
Basic
loss per share is computed by dividing net loss by the weighted-average number
of common shares outstanding for the period. The Company currently has no
dilutive securities and as such, basic and diluted loss per share are the same
for all periods presented.
Interim
Financial Statements
The
unaudited interim financial information included in this report reflects normal
recurring adjustments that management believes are necessary for a fair
statement of the results of operations, financial position, and cash flows
for
the periods presented. This interim information should be read in conjunction
with the financial statements and accompanying notes contained in the Company's
Form 10-KSB filed February 1, 2008.
The
results of operations for the three months and nine months ended September
30,
2008 are not necessarily indicative of the results to be expected for other
interim periods or the full year.
Recently
Issued Accounting Pronouncements
Management
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company's results of operations, financial
position or cash flow.
6
ZETA
ACQUISITION CORP. II
(A
Development Stage Company)
Notes
to
Condensed Financial Statements (continued)
(Unaudited)
2. Note
Payable, Stockholder
The
Company issued an unsecured promissory note to a stockholder and officer of
the
Company in the amount of $10,000. The note was non-interest bearing and was
repaid from the proceeds of the sale of common stock.
3.
Preferred Stock
The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors.
4.
Common Stock
The
Company is authorized to issue 100,000,000 shares of common stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors. During December 2007, the Company issued
5,000,000 shares of its common stock pursuant to a private placement for
$50,000.
5.
Income Taxes
The
Company has approximately $5,900 in gross deferred tax assets at September
30,
2008 resulting from capitalized formation costs. A valuation allowance has
been
recorded to fully offset these deferred tax assets as the future realization
of
the related income tax benefit is uncertain.
6.
Commitment
The
Company utilizes the office space and equipment of an officer and director
at no
cost on a month-to-month basis. Management estimates such amounts to be di
minimis.
7
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. I (“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 and
maintains its principal executive office at 4737 North Ocean Drive, Suite 207,
Lauderdale by the Sea, FL 33308. 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.
8
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.
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.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and
the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development,
all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As
of
September 30, 2008, the Company had assets equal to $12,284, comprised of cash
and cash equivalents, and prepaid expenses. This compares with assets of
$39,273,
comprised
of cash and cash equivalents, as of December 31, 2007. The
Company’s current liabilities as of September 30, 2008 totaled $1,776, comprised
accounts payable and accrued expenses. This compares with liabilities of
$4,250, comprised
of accounts payable and accrued expenses, as of December 31, 2007. The
Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
9
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, 2008 and for the Cumulative period from November 16,
2007(Inception) to September 30, 2008:
|
Three Months
Ended
September 30, 2008
|
Nine Months
Ended
September 30,
2008
|
For the Cumulative
Period from
November 16, 2007
(Inception) to
September 30, 2008
|
||||||||
|
Net
Cash (Used in) Operating Activities
|
$
|
(2,912
|
)
|
$
|
(29,989
|
)
|
$
|
(40,716
|
)
|
|
|
Net
Cash (Used in) Investing Activities
|
-
|
-
|
-
|
|||||||
|
Net
Cash Provided by Financing Activities
|
$
|
-
|
-
|
$
|
50,000
|
|||||
|
Net
Increase in Cash and Cash Equivalents
|
$
|
(2,912
|
)
|
$
|
(29,989
|
)
|
$
|
9,284
|
||
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 September 30,
2008. It is unlikely the Company will have any revenues unless it is able to
effect an acquisition or merger with an operating company, of which there can
be
no assurance. It is management's assertion that these circumstances may hinder
the Company's ability to continue as a going concern. The Company’s plan
of operation for the next twelve months shall be to continue its efforts to
locate suitable acquisition candidates.
For
the
three and nine months ended September 30, 2008, the Company had a net loss
of
$4,188 and $24,515, respectively, consisting of legal, accounting, audit, and
other professional service fees incurred in relation to the filling of the
Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 in
August of 2008 and Quarterly Report on Form 10-Q for the period ended March
31,
2008 in May of 2008 and Registration Statement on Form 10-SB in February of
2008.
For
the
period from November 16, 2007 (Inception) to September 30, 2008, the Company
had
a net loss of $39,492 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-Q for the period ended June
30, 2008 in August of 2008 and Quarterly Report on Form 10-Q for the period
ended March 31, 2008 in May 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.
10
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
4T. 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, 2008, we carried out an evaluation, under the supervision and
with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered
by
this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended September 30, 2008 that have materially affected or are
reasonably likely to materially affect our internal controls.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
To
the
best knowledge of our officers and directors, the Company is not a party to
any
legal proceeding or litigation.
Item
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.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
11
Item
4. Submission of Matters to a Vote of Security Holders.
None.
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,
2008.
|
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2008.
|
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
|
|
|
|
||
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
|
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10-SB,
as
filed with the SEC on February 1, 2008, and incorporated herein by
this
reference.
|
12
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 12, 2008
|
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
|
||
13
Exhibit
31.1
Certification
of Principal Executive Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I,
John
Pappajohn, certify that:
1.
I have
reviewed this quarterly report on Form 10-Q of Zeta Acquisition Corp. II;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we
have:
a)
designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the 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 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 and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a)
all
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 12, 2008
|
/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 quarterly report on Form 10-Q of Zeta Acquisition Corp. II;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we
have:
a)
designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the 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 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 and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a)
all
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 12, 2008
|
/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, 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. 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
12, 2008
|
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, 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. 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
12, 2008
|