ONE Group Hospitality, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - ONE Group Hospitality, Inc.	v222855_ex32-2.htm
EX-32.1 - ONE Group Hospitality, Inc.	v222855_ex32-1.htm
EX-31.2 - ONE Group Hospitality, Inc.	v222855_ex31-2.htm
EX-31.1 - ONE Group Hospitality, Inc.	v222855_ex31-1.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 March 31, 2011

¨ 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 000-52651

Plastron Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Delaware		14-1961545
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

c/o Michael Rapp, 712 Fifth Avenue, New York, NY 10019

(Address of principal executive offices)

(212) 277-5301

(Registrant’s telephone number, including area code)

No change

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ¨ No ¨

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

	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: 1,600,000 shares of common stock, par value $.0001 per share, outstanding as of May 16, 2011.

PLASTRON ACQUISITION CORP. II

- INDEX -

			Page

PART I – FINANCIAL INFORMATION:

Item 1.		Financial Statements:	1

		Condensed Balance Sheets as of March 31, 2011 (unaudited) and
		December 31, 2010 (audited)	2

		Condensed Statements of Operations for the Three Months Ended March 31, 2011 and
		March 31, 2010 (unaudited) and for the Cumulative Period from
		January 24, 2006 (Inception) to March 31, 2011 (unaudited)	3

		Condensed Statement of Stockholders’ Deficit from January 24, 2006 (Inception) to
		March 31, 2011	4

		Condensed Statements of Cash Flows for the Three Months Ended March 31, 2011 and
		March 31, 2010 (unaudited) and for the Cumulative Period from
		January 24, 2006 (Inception) to March 31, 2011 (unaudited)	5

		Condensed Notes to Financial Statements (unaudited)	6

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.		Controls and Procedures	14

PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings		14

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.	Removed and Reserved.		14

Item 5.	Other Information		15

Item 6.	Exhibits		15

Signatures			16

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Plastron Acquisition Corp. II

A Development Stage Company

CONDENSED BALANCE SHEETS

	As of			As of
	March 31,			December 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	521		$	612
Prepaid expenses		225			4,500
Total current assets		746			5,112

TOTAL ASSETS	$	746		$	5,112

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	-		$	-
Accrued interest - related party		9,994			9,024
Related party advances		41,177			26,382
Note payable - related party		47,000			49,000
Total current liabilities		98,171			84,406

TOTAL LIABILITIES		98,171			84,406

STOCKHOLDERS’ DEFICIT:
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 0 issued and outstanding		-			-
Common stock, $.0001 par value; 75,000,000 shares authorized; 2,061,856 issued and 1,661,856 and 2,061,856 shares outstanding at March 31, 2011 and December 31, 2010, respectively		206			206
Additional paid-in capital		30,722			30,722
Treasury stock		(6,000	)		-
Deficit accumulated during the development stage		(122,353	)		(110,222	)

TOTAL STOCKHOLDERS’ DEFICIT		(97,425	)		(79,294	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	746		$	5,112

The accompanying condensed notes are an integral part of the financial statements.

Plastron Acquisition Corp. II

A Development Stage Company

CONDENSED STATEMENTS OF OPERATIONS

							Inception
	January 1, 2011			January 1, 2010			(January 24, 2006)
	to			to			to
	March 31, 2011			March 31, 2010			March 31, 2011
	(Unaudited)			(Unaudited)			(Unaudited)

REVENUE	$	-		$	-		$	-

OPERATING EXPENSES:
General and administrative expenses		10,677			3,020			111,874

LOSS FROM OPERATIONS		(10,677	)		(3,020	)		(111,874	)

OTHER (EXPENSE)
Interest expense - related party		(1,454	)		(868	)		(10,479	)
Total other (expense)		(1,454	)		(868	)		(10,479	)

NET LOSS	$	(12,131	)	$	(3,888	)	$	(122,353	)

BASIC NET LOSS PER SHARE	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC		2,061,856			2,061,856

The accompanying condensed notes are an integral part of the financial statements.

Plastron Acquisition Corp. II

A Development Stage Company

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

From January 24, 2006 (Inception) to March 31, 2011

									Additional					Deficit Accumulated			Total
	Preferred Stock				Common Stock				Paid-in		Treasury			During the			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stock			Development Stage			Deficit
BALANCE AT JANUARY 24, 2006, (INCEPTION)		-	$	-		-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock for cash at $.015 per share		-		-		2,000,000		200		29,800		-			-			30,000
Net loss		-		-		-		-		-		-			(12,951	)		(12,951	)
BALANCE AT DECEMBER 31, 2006		-		-		2,000,000		200		29,800		-			(12,951	)		17,049

Net loss		-		-		-		-		-		-			(11,777	)		(11,777	)
BALANCES AT JUNE 30, 2007		-		-		2,000,000		200		29,800		-			(24,728	)		5,272

Net loss		-		-		-		-		-		-			(16,879	)		(16,879	)
BALANCE AT DECEMBER 31, 2007		-		-		2,000,000		200		29,800		-			(41,607	)		(11,607	)

Net loss		-		-		-		-		-		-			(13,201	)		(13,201	)
BALANCE AT December 31, 2008 (Audited)		-		-		2,000,000		200		29,800		-			(54,808	)		(24,808	)

Issuance of common stock for cash at $.015 per share		-		-		61,856		6		922		-			-			928
Net loss		-		-		-		-		-		-			(24,973	)		(24,973	)
BALANCE AT December 31, 2009 (Audited)		-		-		2,061,856		206		30,722		-			(79,781	)		(48,853	)

Net loss		-		-		-		-		-		-			(30,441	)		(30,441	)
BALANCE AT December 31, 2010 (Audited)		-		-		2,061,856		206		30,722		-			(110,222	)		(79,294	)

Purchase treasury stock		-		-		-		-		-		(6,000	)		-			(6,000	)
Net loss		-		-		-		-		-		-			(12,131	)		(12,131	)
BALANCE AT March 31, 2011 (Unaudited)		-	$	-		2,061,856	$	206	$	30,722	$	(6,000	)	$	(122,353	)	$	(97,425	)

The accompanying condensed notes are an integral part of the financial statements.

Plastron Acquisition Corp. II

A Development Stage Company

CONDENSED STATEMENTS OF CASH FLOWS

	January 1, 2011			January 1, 2010			Inception
	to			to			(January 24, 2006) to
	March 31, 2011			March 31, 2010			March 31, 2011
	(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,131	)	$	(3,888	)	$	(122,353	)
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid expenses		4,275			-			(225	)
Increase in accounts payable		-			868			-

Increase (Decrease) in accrued interest - related party		970			(1,135	)		9,994
Net cash used in operating activities		(6,886	)		(4,155	)		(112,584	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			-			30,928
Payments for treasury stock		(6,000	)					(6,000	)
Proceeds from related party advances		14,795			-			41,177
Proceeds from note payable - related party		-			-			49,000
Payments for note payable - related party		(2,000	)		-			(2,000	)
Net cash provided by financing activities		6,795			-			113,105

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(91	)		(4,155	)		521

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD		612			6,559			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	521		$	2,404		$	521

The accompanying condensed notes are an integral part of the financial statements.

PLASTRON ACQUISITION CORP. II

(A Development Stage Company)

CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a)

Organization and Business:

Plastron Acquisition Corp. II (the “Company”) was incorporated in the state of Delaware on January 24, 2006 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, had an accumulated deficit of ($122,353) and had a working capital deficiency of ($97,425) as of March 31, 2011. 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 should be read in conjunction with the Form 10-K for the year ended December 31, 2010.

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

The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2011 and the results of operations and cash flows presented herein have been included in the financial statements.

(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. II

(A Development Stage Company)

CONDENSED 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 March 31, 2011, 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 March 31, 2011 and 2010, no income tax expense has been incurred.

PLASTRON ACQUISITION CORP. II

(A Development Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(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.

(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 through ASU 2011-03 and believes that none of them will have a material effect on the company’s financial statements.

NOTE 2 - RELATED PARTY ADVANCES:

During the year ended December 31, 2010, the Company received a total of $26,382 from Broadband Capital Management, LLC (“BCM”). The loans are due upon demand and have an imputed interest rate of 8.25% per annum. Clifford Chapman, our director, Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, all serve as management of BCM, a registered broker-dealer.

During the three months ended March 31, 2011, the Company received a total of $14,795 from Broadband Capital Management, LLC (“BCM”). The loans are due upon demand and have an imputed interest rate of 8.25% per annum. Clifford Chapman, our director, Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, all serve as management of BCM, a registered broker-dealer.

For the three months ended March 31, 2011 and 2010, interest expense was $586 and $0, respectively.

PLASTRON ACQUISITION CORP. II

(A Development Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - NOTE PAYABLE – RELATED PARTY:

On March 9, 2007, the Company entered into a 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, 2012 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 (the “Maturity Date”). BCM had previously advanced the $12,500 on behalf of the Company. Interest shall accrue on the outstanding principal balance of this loan on the basis of a 360-day year daily from January 24, 2006, the effective date of the loan, until paid in full at the rate of four percent (4%) per annum. Clifford Chapman, our director, Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, all serve as management of BCM, a registered broker-dealer.

On April 15, 2008, Michael Rapp, the President and a director of the Company, Philip Wagenheim, the Secretary and a director of the Company, and Clifford Chapman, a director of the Company, loaned the Company $5,000, $3,000 and $2,000, respectively. The Company issued promissory notes (each the “April 15 Note” and together, the “April 15 Notes”) to Messrs Rapp, Wagenheim and Chapman, pursuant to which the principal amounts thereunder shall accrue interest at an annual rate of 8.25%, and such principal and all accrued interest shall be due and payable on or before the earlier of (i) the fifth anniversary of the date of the Note or (ii) the date the Company consummates a business combination with a private company in a reverse merger or reverse takeover transaction or other transaction after which the company would cease to be a shell company.

On March 16, 2009, the Company entered into a loan agreement with Broadband Capital Management, LLC (“BCM”), pursuant to which the Company agreed to repay $14,500 on or before the earlier of (i) March 16, 2014 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 (the “Maturity Date”). Interest shall accrue on the outstanding principal balance of this loan at an annual rate of 8.25%. Clifford Chapman, our director, Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, all serve as management of BCM, a registered broker-dealer.

On August 12, 2009, the Company entered into a loan agreement with Broadband Capital Management, LLC (“BCM”), pursuant to which the Company agreed to repay $12,000 on or before the earlier of (i) August 12, 2013 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 (the “Maturity Date”). Interest shall accrue on the outstanding principal balance of this loan at an annual rate of 8.25%. Clifford Chapman, our director, Michael Rapp, our President and director, and Philip Wagenheim, our Secretary and director, all serve as management of BCM, a registered broker-dealer.

During the three months ended March 31, 2011, the Company repaid a total of $2,000 on principal and $484 of accrued interest to Clifford Chapman for full satisfaction of debt.

For the three months ended March 31, 2011 and 2010, interest expense was $868 and $868, respectively.

PLASTRON ACQUISITION CORP. II

(A Development Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - STOCKHOLDERS’ DEFICIT:

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 85,000,000 shares of capital stock, of which 75,000,000 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 March 1, 2006, the Company issued 1,000,000, 600,000, and 400,000 shares to Michael Rapp, Philip Wagenheim, and Clifford Chapman, respectively, for total cash consideration of $30,000 or $.015 per share.

On May 14, 2009, the Company issued 61,856 shares to Charles Allen, for total cash consideration of $927.84 or $.015 per share.

On March 31, 2011, the Company repurchased 400,000 shares from Clifford Chapman for total cash consideration of $6,000 which was recorded as treasury stock.

As of March 31, 2011, 1,661,856 shares of Common Stock were issued and outstanding.

NOTE 5 - SUBSEQUENT EVENTS:

On April 28, 2011, the Company repurchased 61,586 shares from Charles Allen for total cash consideration of $928 which was recorded as treasury stock.

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 Plastron Acquisition Corp. II (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

The Company was incorporated in the State of Delaware on January 24, 2006 (Inception) and maintains its principal executive office at c/o Michael Rapp, 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-SB with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2007, 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 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 and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(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 $521 in its treasury. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target Company and enter into a possible reverse merger with such Company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking 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 March 31, 2011, the Company had assets equal to $746, comprised of cash and cash equivalents and prepaid expenses. This compares with assets of $5,112, comprised of cash and cash equivalents and prepaid expenses, as of December 31, 2010. The Company’s current liabilities as of March 31, 2011 totaled $98,171, comprised of notes payable, accrued interest and advances. This compares to the Company’s current liabilities as of December 31, 2010 of $84,406, comprised of notes payable, accrued interest 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 for the three months ended March 31, 2011 and March 31, 2010 and for the cumulative period from January 24, 2006 (inception) to March 31, 2011:

	Three Months Ended March 31, 2011			Three Months Ended March 31, 2010			For the Cumulative Period from January 24, 2006 (Inception) to March 31, 2011
Net cash used in operating activities	$	(6,886	)	$	(4,155	)	$	(112,584	)
Net cash used in investing activities	$	-		$	-		$	-
Net cash provided by financing activities	$	6,795		$	-		$	113,105
Net change in cash and cash equivalents	$	(91	)	$	(4,155	)	$	521

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 January 24, 2006 (Inception) through March 31, 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 months ended March 31, 2011, the Company had a net loss of $12,131, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-Q and Form 10-K and interest expense. This compares with a net loss of $3,888 for the three months ended March 31, 2010, consisting of legal, accounting, audit and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-Q and Form 10-K and interest expense.

For the cumulative period from January 24, 2006 (Inception) to March 31, 2011, the Company had a net loss of $122,353, consisting 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 November of 2005 and the filing of the Company’s periodic reports on Form 10-Q and Form 10-K 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 this information.

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 March 31, 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 March 31, 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 material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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.

On March 31, 2011, the Company repurchased an aggregate of 400,000 shares (the “Shares”) of the Company’s Common Stock, from Clifford Chapman for an aggregate purchase price equal to $6,000. In addition, the Company agreed to pay an aggregate amount of $2,483.64, representing the outstanding principal amount plus all accrued interest due to Mr. Chapman pursuant to the terms and conditions of that certain promissory note, dated April 15, 2008. On April 25, 2011, Clifford Chapman resigned as director of the Company.

On April 28, 2011, the Company repurchased 61,586 shares of the Company’s Common Stock from Charles Allen for total cash consideration of $928.

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 January 24, 2006.

*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 March 31, 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 March 31, 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.

*	Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on May 15, 2007 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.

Dated: May 16, 2011	PLASTRON ACQUISITION CORP. II

	By:	/s/ Michael Rapp
	Michael Rapp
	President and Director
	Principal Executive Officer
	Principal Financial Officer

ONE Group Hospitality, Inc. - FORM 10-Q - May 16, 2011

Attached files

ONE Group Hospitality, Inc. Reports