Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R2.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R9.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R8.htm
EX-31.1 - CERTIFICATION - CACHET FINANCIAL SOLUTIONS, INC.f10q1111ex31i_deacq2.htm
EX-32.1 - CERTIFICATION - CACHET FINANCIAL SOLUTIONS, INC.f10q1111ex32i_deacq2.htm
EX-31.2 - CERTIFICATION - CACHET FINANCIAL SOLUTIONS, INC.f10q1111ex31ii_deacq2.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R4.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R1.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R7.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R5.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R6.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R3.htm
XML - IDEA: XBRL DOCUMENT - CACHET FINANCIAL SOLUTIONS, INC.R10.htm
EX-32.2 - CERTIFICATION - CACHET FINANCIAL SOLUTIONS, INC.f10q1111ex32ii_deacq2.htm


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 November 30, 2011
 
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-53925

DE Acquisition 2, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware 27-2205650
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)  
 
c/o New Asia Partners, LLC, US Bancorp Center, Suite 2690, 800 Nicollet Mall, Minneapolis, MN 55402
(Address of principal executive offices)

(612) 279-2030
 (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 o.

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 x   No o

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     o Accelerated filer                   o
  Non-accelerated filer        o 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 o.


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 o No o.

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 January 9, 2012.

 
 

 
 

DE ACQUISITION 2, INC.

- INDEX -
 
  Page
PART I – FINANCIAL INFORMATION:  
   
Item 1. Financial Statements (unaudited):  
     
  Balance Sheets as of November 30, 2011 and February 28, 2011   1
     
  Statements of Operations for the Three and Nine Months Ended November 30, 2011 and 2010 and for the Cumulative Period from February 24, 2010 (Inception) to November 30, 2011  2
     
  Statement of Shareholders Deficit from February 24, 2010 (Inception) to November 30, 2011  3
     
  Statements of Cash Flows for the Nine Months Ended November 30, 2011 and 2010 and for the Cumulative Period from February 24, 2010 (Inception) through November 30, 2011  4
     
  Notes to Condensed Financial Statements  5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  7
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   10
     
Item 4. Controls and Procedures   10
     
PART II – OTHER INFORMATION:  
   
Item 1. Legal Proceedings  10
     
Item 1A. Risk Factors  10
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  11
     
Item 3. Defaults Upon Senior Securities  11
     
Item 4. Removed and Reserved  11
     
Item 5. Other Information  11
     
Item 6. Exhibits  11
     
Signatures     12
 

 
 

 

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

DE ACQUISITION 2, INC.
 (A Development Stage Company)
Balance Sheets
 
   
November 30,
 2011
   
February 28, 2011
 
             
ASSETS
           
Cash and cash equivalents
  $ 968     $ -  
                 
TOTAL ASSETS
  $ 968     $ -  
                 
LIABILITIES
               
Accrued expenses
  $ -     $ 141  
                 
Total current liabilities
    -       141  
                 
Notes and interest payable – related parties
    40,657       37,356  
                 
TOTAL LIABILITIES
    40,657       37,497  
                 
SHAREHOLDERS' DEFICIT
               
Preferred stock: $0.0001 par value; 20,000,000 shares authorized; no shares issued or outstanding
    -       -  
Common stock: $0.0001 par value; 500,000,000 shares authorized; 5,000,000 shares issued and outstanding at November 30, 2011 and February 28, 2011,
    500       500  
Additional paid-in capital
    13,417       500  
Deficit accumulated during the development phase
    (53,606 )     (38,497 )
TOTAL SHAREHOLDERS' DEFICIT
    (39,689 )     (37,497 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
  $ 968     $ -  
 
The accompanying notes are an integral part of these financial statements.

 
1

 

DE ACQUISITION 2, INC.
 (A Development Stage Company)
Statements of Operations

   
Three Months Ended
 November 30, 2011
   
Three Months Ended
November 30, 2010
   
Nine Months Ended
November 30, 2011
   
Nine Months Ended
November 30, 2010
   
From Inception
(February 24, 2010) to
November 30, 2011
 
                               
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
General and administrative expenses
    1,714       735       12,808       2,897       50,970  
                                         
Net operating loss
    (1,714 )     (735 )     (12,808 )     (2,897 )     (50,970 )
                                         
Interest expense
    761       -       2,301       -       2,636  
                                         
NET LOSS
  $ (2,475 )   $ (735 )   $ (15,109 )   $ (2,897 )   $ (53,606 )
                                         
Net loss per share, basic and fully diluted    
  $ (0.00 )   $ (0.07 )   $ (0.00 )   $ (0.29 )   $ (0.03 )
Weighted average number of shares outstanding
    5,000,000       10,000       5,000,000       10,000       1,749,287  
 
The accompanying notes are an integral part of these financial statements.

 
2

 
 
DE ACQUISITION 2, INC.
 (A Development Stage Company)
Statements of Shareholders' Deficit

     
Common Stock
Additional
Paid In
Capital
Deficit Accumulated During the
Development Stage
Total
Shareholders'
Deficit
 
Date
 
Shares
 
Amount
     
                 
February 24, 2010 (inception)
02/25/10
   
10,000
 
$     1
$999
$           -
$      1,000
                   
Net loss
     
 
(1,139)
(1,139)
                   
Balance, February 28, 2010
     
10,000
 
1
999
(1,139)
(139)
                   
Expenses paid by affiliates
     
 
2,793
2,793
                   
Repurchase shares to treasury
1/19/11
   
(10,000)
 
(1)
(5,771)
-
(5,772)
Issue new shares to investors
1/19/11
   
5,000,000
 
500
2,479
-
2,979
                   
Net loss
     
 
(37,358)
(37,358)
                   
Balances, February 28, 2011
     
5,000,000
 
500
500
(38,497)
(37,497)
                   
Expenses paid by affiliates
     
-
 
-
12,917
-
12,917
                   
Net loss
     
-
 
-
-
(15,109)
(15,109)
                   
Balances, November 30, 2011
     
5,000,000
 
$500
$13,417
$(53,606)
$  (39,689)
 
The accompanying notes are an integral part of these financial statements.

 
3

 
 
DE ACQUISITION 2, INC.
 (A Development Stage Company)
Statements of Cash Flows


   
Nine Months Ended
November 30, 2011
   
Nine Months Ended
November 30, 2010
   
From Inception
(February 24, 2010) to
November 30, 2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (15,109 )   $ (2,897 )   $ (53,606 )
                         
Adjustments to reconcile net loss with cash used in operations:
                       
Common stock issued for services
    -       -       1,000  
Reimbursement of expenses by affiliate
    12,917       2,793       15,710  
Compensation expense related to stock repurchase
    -       -       34,228  
                         
Changes in operating assets and liabilities:
                       
Accrued expenses
    (141 )     104       -  
Related-party interest
    2,301       -       2,636  
                         
Net cash used in operating activities
    (32 )     -       (32 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
Net cash provided by / used in investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Loan from related party
    1,000       -       1,000  
                         
Net cash provided by financing activities
    1,000       -       1,000  
                         
NET INCREASE / (DECREASE) IN CASH
    968       -       968  
                         
Cash and cash equivalent at beginning of period
    -       -       -  
Cash and cash equivalent at end of period
  $ 968     $ -     $ 968  
                         
SUPPLEMENTAL CASH FLOW DISCLOSURES
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
  $ -     $ -     $ -  
                         
NON-CASH FINANCING ACTIVITIES
                       
Reimbursement of expenses by affiliate through additional paid-in capital
  $ 12,917     $ 2,793     $ 15,710  
 
The accompanying notes are an integral part of these financial statements.

 
4

 
 
DE ACQUISITION 2, INC.
 (A Development Stage Company)
Notes to Financial Statements
November 30, 2011
(Unaudited)


Note 1 – Basis of Presentation

DE Acquisition 2, Inc. (a development stage company) (the “Company”) was incorporated in Delaware on February 24, 2010, with an objective to acquire, or merge with, an operating business.  
 
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K, have been omitted.

Note 2 – Change in Control

On January 19, 2011, the Company entered into an arrangement with our previous sole shareholder, Ruth Shepley, to acquire all 10,000 of her shares in exchange for $40,000 in cash.  Simultaneously, the Company entered into an agreement with five accredited investors to issue 5,000,000 shares for a total of $2,979.  In addition, these investors loaned the Company $37,021 in order to affect the transaction with Ms. Shepley.  We accounted for the repurchase of the 10,000 shares as a reduction in Additional Paid-in Capital in the amount of $5,771, a reduction in common stock of $1 and compensation expense of $34,228.

Concurrent with the change of control, Ruth Shepley, the Company’s previous sole officer and director prior to the closing date appointed Dennis Nguyen to serve as the President and Treasurer and Todd Vollmers to serve as the Vice President and Secretary of the Company, effective upon Ms. Shepley’s resignation from all officer positions held with the Company immediately after the consummation of the transactions contemplated by the purchase agreement.  Additionally, Ms. Shepley appointed Mr. Nguyen to serve as the sole director of the Company effective immediately upon Ms. Shepley’s resignation as director, such resignation to be effective ten days following the filing of the Company’s Schedule 14f-1 with the Securities and Exchange Commission on January 19, 2011 (the “Effective Date”).  Mr. Nguyen is the Chairman of New Asia Partners, LLC (“NAP”), with voting and investment control over 90% of the shares of common stock owned by NAP and therefore may be deemed to beneficially own 3,776,850 of the Company’s common stock, representing 75.53% of the issued and outstanding common stock of the Company as of January 19, 2011. Mr. Vollmers serves as General Counsel to NAP with voting and investment control over 10% of the shares of Common Stock owned of record by NAP and therefore, may be deemed to beneficially own 419,650 of the Company’s common stock, representing 8.39% of the issued and outstanding shares of the Company’s common stock as of January 19, 2011.

Note 3 – Related Party Note Payable
 
 
5

 
 
On January 19, 2011, the Company issued promissory notes payable to four new shareholders of the Company  in the amount of $37,021 in exchange for those investors’ paying Ms. Shepley for her outstanding shares, thereby affecting a change in control of the Company.

These notes bear interest at 8.25% annually and are due at the earlier of (a) January 19, 2016 or (b) the date that the Company, or any wholly-owned subsidiary of the Company, consummates a business combination with an operating company in a reverse merger or reverse takeover transaction, or enters into any transaction that would cause the Company to cease being a shell as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

On July 15, 2011 the Company received a non-interest bearing due-upon-demand loan from a shareholder for $1,000.

Note 4 – Going Concern
 
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.   The Company has had no revenues and has generated from operations an accumulated loss of $53,606 from February 24, 2010 (inception) to November 30, 2011.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and developing a consistent source of revenues.   Management's plans include seeking a merger with an existing operating company.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
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 DE Acquisition 2, Inc. (“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

DE Acquisition 2, Inc. (a development stage company) (the “Company”) was incorporated in Delaware on February 24, 2010 (Inception), with an objective to acquire, or merge with, an operating business.  The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2010, and since its effectiveness, the Company has focused its efforts to identify a possible business combination. As of November 30, 2011, the Company had not yet commenced any operations.

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.
 
 
7

 
 
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. As of the date of the period covered by this report, the Company has $968 of cash 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 went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us, however, we have not entered into any definitive agreements or arrangements regarding such a transaction. 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. Through information obtained from industry professionals including attorneys, investment bankers, and other consultants with significant experience in the reverse merger industry, and publications, such as the Reverse Merger Report, our management believes that there are numerous firms seeking even 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 November 30, 2011, the Company had total assets of $968 comprised of cash and cash equivalents. The Company had no assets as of February 28, 2011. The Company’s liabilities as of November 30, 2011 totaled $40,657, comprised of notes and interest payable to related parties. This compares with liabilities of $37,497, comprised of accrued expenses and notes and interest payable to related parties, as of February 28, 2011. 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:

   
Nine Months Ended
November 30, 2011
   
Nine Months Ended
November 30, 2010
   
For the Cumulative
Period from
February 24, 2010 (Inception) to
November 30, 2011
 
Net Cash (Used in) Operating Activities
  $ (32 )   $ -     $ (32 )
Net Cash (Used in) Investing Activities
  $ -     $ -     $ -  
Net Cash Provided by Financing Activities
  $ 1,000     $ -     $ 1,000  
Net Increase in Cash and Cash Equivalents
  $ 968     $ -     $ 968  
 
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 February 24, 2010 (Inception) though November 30, 2011. 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 November 30, 2011, the Company had a net loss of $2,475 and $15,109, respectively, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and interest expense.  This compares with a net loss of $735 and $2,897 for the three and nine months ended November 30, 2010, respectively, consisting of 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 February 24, 2010 (Inception) to November 30, 2011, the Company had a net loss of $53,606 comprised 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 in April of 2010, the preparation and filing of the Company’s periodic reports on Form 10-Q and Form 10-K, and interest expense.
 
 
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 November 30, 2011, 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 November 30, 2011 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 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 Company 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 February 24, 2010.
     
*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 November 30, 2011.
     
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 November 30, 2011.
     
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.
     
EX-101.INS   XBRL Instance Document
     
EX-101.SCH   XBRL Taxonomy Extension Schema
     
EX-101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
EX-101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
EX-101.LAB   XBRL Taxonomy Extension Label Linkbase
     
EX-101.PRE   XBRL Taxonomy Extension Presentation Linkbase
 
*
Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on April 6, 2010, 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: January 9, 2012   DE ACQUISITION 2, INC.  
       
 
By:
/s/ Dennis Nguyen  
    Dennis Nguyen  
    President, Treasurer and Director  
    Principal Executive Officer  
    Principal Financial Officer  
 
 
 
 
 
 
 
12