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 June 30, 2012

 

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 000-54470

 

Plastron Acquisition Corp. III

(Exact name of registrant as specified in its charter)

 

Delaware		45-2396212
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

 

712 Fifth Avenue, New York, NY 10019

(Address of principal executive offices)

 

(212) 759-2020

(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 website, 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 ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	£	Accelerated filer	¨
Non-accelerated filer	£	Smaller reporting company	S
(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: 11,718,750 shares of common stock, par value $.0001 per share, outstanding as of August 10, 2012.

 

 

PLASTRON ACQUISITION CORP. III

 

- INDEX -

 

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements:	1
	Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011	2
	Statement of Operations (Unaudited) for the Three and Six Months Ended June 30, 2012 and for the Cumulative Period from Inception (May 24, 2011) to June 30, 2012	3
	Statement of Stockholders' Deficit for the Period from Inception (May 24, 2011) to June 30, 2012	4
	Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2012 and for the Cumulative Period from Inception (May 24, 2011) to June 30, 2012	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
Signatures		16

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

The results for the period ended June 30, 2012 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the period ended December 31, 2011.

 

 

Plastron Acquisition Corp. III

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

 

		As of				As of
		June 30, 2012				December 31, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,172			$	-
Total current assets			1,172				-
TOTAL ASSETS		$	1,172			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Advances - related party		$	39,817			$	23,966
Total current liabilities			39,817				23,966
LONG-TERM LIABILITIES
Accrued interest - related party			555				304
Note payable - related party			12,500				12,500
Total long-term liabilities			13,055				12,804
TOTAL LIABILITIES			52,872				36,770
STOCKHOLDERS' DEFICIT:
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 0 issued and outstanding			-				-
Common stock, $.0001 par value; 100,000,000 shares authorized;11,718,750 shares issued and outstanding			1,172				1,172
Additional paid-in capital			-				-
Stock receivable			-				(1,172	)
Deficit accumulated during the development stage			(52,872	)			(36,770	)
TOTAL STOCKHOLDERS' DEFICIT			(51,700	)			(36,770	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,172			$	-

  

 

Plastron Acquisition Corp. III

(A Development Stage Company)

STATEMENT OF OPERATION

(Unaudited)

 

																		From Inception
		Three Months Ended								Six Months Ended								(May 24, 2011) to
		June 30, 2012				June 30, 2011				June 30, 2012				June 30, 2011				June 30, 2012
REVENUE		$	-			$	-			$	-			$	-			$	-
OPERATING EXPENSES:
Professional Fees			4,200				15,500				12,850				15,500				45,050
General and administrative expenses			1,099				337				3,001				337				7,267
Total operating expenses			5,299				15,837				15,851				15,837				52,317
LOSS FROM OPERATIONS			(5,299	)			(15,837	)			(15,851	)			(15,837	)			(52,317	)
OTHER EXPENSE
Interest expense - related party			126				51				251				51				555
Total other expense			(126	)			(51	)			(251	)			(51	)			(555	)
NET LOSS			(5,425	)			(15,888	)			(16,102	)			(15,888	)			(52,872	)
BASIC NET LOSS PER SHARE		$	-			$	-			$	-			$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING,BASIC			11,718,750				5,000,000				11,718,750				5,000,000

 

 

Plastron Acquisition Corp. III

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIT

From Inception (May 24, 2011) to June 30, 2012

(Unaudited)

 

		Preferred Stock								Common Stock								Additional Paid-in				Common stock				(Deficit) Accumulated				Total Stockholders
		Shares				Amount				Shares				Amount				Capital				Receivable				During the Development Stage				Deficit
BALANCES AT INCEPTION (MAY 24, 2011)			-			$	-				-			$	-			$	-			$	-			$	-			$	-
Issuance of common stock for cash at $.0001 per share			-				-				5,000,000				500				-				(500	)			-				-
Issuance of common stock for cash at $.0001 per share			-				-				6,718,750				672				-				(672	)			-				-
Net loss			-				-				-				-				-								(36,770	)			(36,770	)
BALANCES AT DECEMBER 31, 2011 (audited)			-				-				11,718,750				1,172				-				(1,172	)			(36,770	)			(36,770	)
Cash received																							1,172								1,172
Net loss			-				-				-				-				-								(16,102	)			(16,102	)
BALANCES AT JUNE 30, 2012 (unaudited)			-			$	-				11,718,750			$	1,172			$	-			$	-			$	(52,872	)		$	(51,700	)

 

 

Plastron Acquisition Corp. III

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

 

										From Inception
		Six Months Ended				Six Months Ended				(May 24, 2011) to
		June 30, 2012				June 30, 2011				June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(16,102	)		$	(15,888	)		$	(52,872	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Changes in operating liabilities:			-				-				-
Increase in accrued liabilities			251				51				555
Net cash used in operating activities			(15,851	)			(15,837	)			(52,317	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock receivable			1,172				-				1,172
Proceeds from note payable - related party			-				-				12,500
Advances- related party			15,851				15,837				39,817
Net cash provided by financing activities			17,023				15,837				53,489
NET INCREASE IN CASH AND CASH EQUIVALENTS			1,172				-				1,172
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD			-				-				-
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	1,172			$	-			$	1,172

 

 

PLASTRON ACQUISITION CORP. III

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

(a)

Organization and Business:

 

Plastron Acquisition Corp. III (the “Company”) was incorporated in the state of Delaware on May 24, 2011 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business.

 

The Company is currently in the development stage as defined in ASC Topic 915. All activities of the Company to date relate to its organization, initial funding and share issuances.

 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not begun generating revenue, is considered a development stage company, has experienced recurring net operating losses and had an accumulated deficit of ($52,872) as of June 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to issue more shares of common stock in order to raise funds. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

(b)

Basis of Presentation:

 

The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for financial statements.

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

 

The information furnished in the financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements as of June 30, 2012. Operating results for the three and six months period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These financial statements should be read in conjunction with the Form 10-K for the year ended December 31, 2011 of the Company.

 

(c)

Use of estimates:

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

PLASTRON ACQUISITION CORP. III

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

 

(d)

Cash and cash equivalents:

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

(e)

Income taxes:

 

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of June 30, 2012, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

 

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

 

The Company classifies tax-related penalties and net interest as income tax expense. As of June 30, 2012, no income tax expense has been incurred.

 

(f)

Loss per common share:

 

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

 

PLASTRON ACQUISITION CORP. III

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

 

(g)

Fair value of financial instruments:

 

The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

 

(h)

New accounting pronouncements:

 

The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements.

 

NOTE 2 -

NOTE PAYABLE – RELATED PARTY:

 

On May 25, 2011, the Company entered into an unsecured loan agreement with Broadband Capital Management, LLC “BCM”, pursuant to which the Company agreed to repay $12,500 on or before the earlier of (i) December 31, 2016 or (ii) the date that the Company (or a wholly owned subsidiary of the Company) consummates a merger or similar transaction with an operating business. Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, serve as management of BCM, a registered broker-dealer. Interest accrues on the outstanding principal balance of this loan on the basis of a 360-day year daily from May 25, 2011, the effective date of the loan, until paid in full at the rate of four percent (4%) per annum.

 

Form inception (May 24, 2011) to June 30, 2012, interest expense was approximately $555.

 

NOTE 3 -

RELATED PARTY ADVANCES:

 

During the three and six months ended June 30, 2012, the Company received a total of $6,299 and $15,851, respectively, from BCM. The advances made during the three month and six month period ended June 30, 2012 bear no interest and are payable on demand.

 

 

PLASTRON ACQUISITION CORP. III

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 4 -

STOCKHOLDERS’ DEFICIT:

 

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $.0001 per share (the “Common Stock”) and 10,000,000 are shares of preferred stock, par value $.0001 per share (the “Preferred Stock”).

 

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

 

On May 24, 2011, Messrs. Rapp and Wagenheim entered into purchase agreement, as amended July 14, 2011, with respect to 5,000,000 shares of Common Stock for total consideration of $500. The proceeds from this sale were received in the six month period ending June 30, 2012.

 

On August 3, 2011, Messrs. Kittay, Eiswerth, Brantman, and Wagenheim entered into purchase agreements with respect to 6,718,750 shares of Common Stock for total consideration of $672. The proceeds from this sale were received in the six month period ending June 30, 2012.

 

As of June 30, 2012, 11,718,750 shares of Common Stock were issued and outstanding.

 

 

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) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Plastron Acquisition Corp. III (“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 the 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 May 24, 2011 (Inception) and maintains its principal executive office at 712 Fifth Avenue, New York, NY 10019. 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 with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2011, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.

 

The Company is currently considered to be 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 of 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 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:

 

(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 Broadband Capital Management LLC (“BCM”), our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $1,172 in cash. Since inception, BCM has provided all necessary funds to the Company. On May 25, 2011, the Company issued a promissory note (the “Promissory Note”) to BCM pursuant to which the Company agreed to repay BCM $12,500 on or before the earlier of (i) December 31, 2016 or (ii) the date that the Company (or a wholly owned subsidiary of the Company) consummates a merger or similar transaction with an operating business. Michael Rapp, our President and director, is Chairman of BCM and Philip Wagenheim, our Secretary and director, is Vice Chairman of BCM. Interest received accrues on the outstanding principal balance of this loan on the basis of a 360-day year beginning with the date the Company received the funds from BCM and continues until paid in full at the rate of four percent (4%) per annum. The Company received the funds, which were used to pay legal, accounting and other fees and expenses incurred in connection with the incorporation of the Company and the filing of the Company’s Registration Statement on Form 10, represented by the Promissory Note on May 25, 2011. As of June 30, 2012, the accrued interest on the Promissory Note was $555. Except as disclosed herein, we currently have no other agreements or specific arrangements in place with our stockholders, management or other investors. There are no assurances that the Company will be able to secure any additional funding as needed.

 

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 dependant 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 not had any contact or 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. Our management believes that there are numerous firms seeking 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.

 

 

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. However, if we do, we contemplate that at least one of the third parties who may introduce business combinations to us may be BCM, a registered broker-dealer and member of FINRA. Michael Rapp, our President and a director, is the Chairman of BCM and Philip Wageheim, our Secretary and a director, is the Vice Chairman of BCM. Except as disclosed herein, there are currently no other agreements or preliminary agreements or understandings related to finding potential target businesses between us and BCM. Any finders fees paid to BCM will be comparable with unaffiliated third party fees.

 

Liquidity and Capital Resources

 

As of June 30, 2012, the Company had assets equal to $1,172, comprised exclusively of cash. This compares with no assets as of December 31, 2011. The Company’s liabilities as of June 30, 2012 totaled $52,872, comprised of accrued interest and related party notes and advances. This compares to the Company’s total liabilities as of December 31, 2011 of $36,770, comprised of accrued interest and related party notes and advances. 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:

 

		Six Months Ended June 30, 2012				For the Cumulative Period from Inception (May 24, 2011) to June 30, 2012
Net Cash (Used in) Operating Activities		$	(15,851	)		$	(52,317	)
Net Cash (Used in) Investing Activities		$	-			$	-
Net Cash Provided by Financing Activities		$	17,023			$	53,489
Net Increase in Cash and Cash Equivalents		$	1,172			$	1,172

 

The Company 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 revenues have been generated by the Company from Inception (May 24, 2011) through June 30, 2012. 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 six months ended June 30, 2012, the Company had a net loss of $16,102, comprised 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 cumulative period from Inception (May 24, 2011) to June 30, 2012, the Company had a net loss of $52,872, comprised of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the preparation and filing of the Company’s Registration Statement on Form 10 in August of 2011 and the Company’s periodic reports, general administrative expenses and interest expense.

 

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 the 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 June 30, 2012, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2012 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 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 the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

During the three and six months ended June 30, 2012, the Company received a total of $6,299 and $15,851 in advances, respectively, from BCM, which bear no interest and are payable on demand.

 

Item 6. Exhibits.

 

(a) Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on May 24, 2011.
*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 and Securities and Exchange Commission Release 34-46427, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Release 34-46427, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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.

 

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase

 

 

101.LAB		XBRL Taxonomy Extension Label Linkbase
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 August 4, 2011, and incorporated herein by this reference.

 

 

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.

 

	Plastron Acquisition Corp. III
Dated: August 10, 2012	By:	/s/ Michael Rapp
		Michael Rapp
		President and Director
		Principal Executive Officer
		Principal Financial Officer