U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
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 000-53056
Zeta Acquisition Corp. I
(Exact name of registrant as specified in its charter)
| Delaware | 61-1547849 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
c/o Equity Dynamics Inc.
666 Walnut Street, Suite 2116
Des Moines, Iowa 50309
(Address of principal executive offices)
(515) 244-5746
(Registrant’s telephone number, including area code)
No change
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |
| (Do not check if a smaller reporting company) | Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐.
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 13, 2018, there were 5,000,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.
ZETA ACQUISITION CORP. I
- INDEX -
| Page | ||
| PART I – FINANCIAL INFORMATION: | ||
| Item 1. | Financial Statements (Unaudited): | 1 |
| Condensed Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017 | 2 | |
| Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 | 3 | |
| Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 | 4 | |
| Notes to Condensed Financial Statements | 5 - 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II – OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3. | Defaults Upon Senior Securities | 12 |
| Item 4. | Mine Safety Disclosures | 12 |
| Item 5. | Other Information | 12 |
| Item 6. | Exhibits | 13 |
| Signatures | 14 | |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
ZETA ACQUISITION CORP. I
Condensed Financial Statements
(Unaudited)
September 30, 2018
Contents
Unaudited Condensed Financial Statements
| Condensed Balance Sheets | 2 |
| Condensed Statements of Operations | 3 |
| Condensed Statements of Cash Flows | 4 |
| Notes to Condensed Financial Statements | 5-7 |
1
ZETA ACQUISITION CORP. I
Condensed Balance Sheets
| September 30, | December 31, | |||||||
| 2018 | 2017 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 4,724 | $ | 485 | ||||
| Total assets | $ | 4,724 | $ | 485 | ||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,700 | $ | 1,500 | ||||
| Accrued interest | 62,899 | 53,290 | ||||||
| Accrued expenses | 1,762 | 7,800 | ||||||
| Notes payable, stockholders | 217,500 | 192,500 | ||||||
| Total liabilities | 283,861 | 255,090 | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | - | - | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 | ||||||
| Additional paid-in capital | 49,500 | 49,500 | ||||||
| Accumulated deficit | (329,137 | ) | (304,605 | ) | ||||
| Total stockholders’ deficit | (279,137 | ) | (254,605 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 4,724 | $ | 485 | ||||
See accompanying notes.
2
ZETA ACQUISITION CORP. I
Condensed Statements of Operations
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 5,599 | $ | 4,354 | $ | 14,923 | $ | 14,563 | ||||||||
| Operating loss | (5,599 | ) | (4,354 | ) | (14,923 | ) | (14,563 | ) | ||||||||
| Interest expense | 3,289 | 2,911 | 9,609 | 8,233 | ||||||||||||
| Net loss | $ | (8,888 | ) | $ | (7,265 | ) | $ | (24,532 | ) | $ | (22,796 | ) | ||||
| Net loss per basic and diluted common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted-average number of common shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
See accompanying notes.
3
ZETA ACQUISITION CORP. I
Condensed Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2018 | 2017 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (24,532 | ) | $ | (22,796 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase (decrease) in accounts payable | 200 | (1,346 | ) | |||||
| Increase in accrued interest | 9,609 | 8,234 | ||||||
| Decrease in accrued expenses | (6,038 | ) | (5,900 | ) | ||||
| Net cash used in operating activities | (20,761 | ) | (21,808 | ) | ||||
| Financing activities | ||||||||
| Proceeds from notes payable, stockholders | 25,000 | 20,000 | ||||||
| Net cash provided by financing activities | 25,000 | 20,000 | ||||||
| Net increase (decrease) in cash | 4,239 | (1,808 | ) | |||||
| Cash at beginning of period | 485 | 5,060 | ||||||
| Cash at end of period | $ | 4,724 | $ | 3,252 | ||||
See accompanying notes.
4
ZETA ACQUISITION CORP. I
Notes to Condensed Financial Statements
(Unaudited)
September 30, 2018
| 1. | Nature of Operations and Significant Accounting Policies |
Nature of Operations
Zeta Acquisition Corp. I (the “Company”) was incorporated under the laws of the State of Delaware on November 16, 2007. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next twelve (12) months and beyond will be to achieve long-term growth potential through a combination with a business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
Liquidity and Going Concern
At September 30, 2018, our cash position and history of losses required management to asses our ability to continue operating as a going concern, according to FASB Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Management evaluated the history and operational losses to have a material effect on our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our debt financings.
Management believes that its existing cash, along with certain related parties’ commitments to provide continued funding and capital resources, will be sufficient to fund the Company’s operations for at least the next twelve (12) months.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Cash
Cash consists of a bank checking account.
5
ZETA ACQUISITION CORP. I
Notes to Condensed Financial Statements (continued)
(Unaudited)
| 1. | Nature of Operations and Significant Accounting Policies (continued) |
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
Fair Value of Financial Instruments
The Company considers the carrying value of cash, accounts payable, accrued expenses, accrued interest, and notes payable to stockholders to approximate fair value due to their short maturities.
Net Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.
Interim Financial Statements
The unaudited interim financial information included in this report reflects normal recurring adjustments that management believes are necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying notes contained in the Company′s Form 10-K filed March 28, 2018.
The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for other interim periods or the full year.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect.
6
ZETA ACQUISITION CORP. I
Notes to Condensed Financial Statements (continued)
(Unaudited)
| 2. | Notes Payable, Stockholders |
During 2018, various stockholders loaned the Company $25,000 and were issued unsecured promissory notes which bear interest of 6% and are due on demand. Similar stockholder loans amounted to $20,000 during 2017, $22,500 during 2016, $35,000 during 2015 (along with note reductions of $10,000), $15,000 during 2014, $25,000 during 2013, $25,000 during 2012, $35,000 during 2010, and $25,000 during 2009. Interest of $62,899 was accrued and unpaid at September 30, 2018.
| 3. | Preferred Stock |
The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.
| 4. | Common Stock |
The Company is authorized to issue 100,000,000 shares of common stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. During December 2007, the Company issued 5,000,000 shares of its common stock pursuant to a private placement for $50,000.
| 5. | Commitment |
The Company utilizes the office space and equipment of an officer and director at no cost on a month-to-month basis. Management estimates such amounts to be di minimis.
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q (the “Quarterly Report”) are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Zeta Acquisition Corp. I (“we,” “us,” “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Description of Business
The Company was incorporated in the State of Delaware on November 16, 2007, and maintains its principal executive office at 666 Walnut Street, Suite 2116, Des Moines, Iowa 50309. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10-SB with the SEC on February 1, 2008, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.
The Company, based on proposed business activities, is a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act 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.
In addition, the Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.
The Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
8
We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.07 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.
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 $4,724 in cash. 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 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.
9
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Liquidity and Capital Resources
As of September 30, 2018, the Company had current assets equal to $4,724 comprised of cash. This compares with current assets of $485 comprised of cash as of December 31, 2017. The Company’s current liabilities as of September 30, 2018 totaled $283,861, comprised of accounts payable, accrued interest, accrued expenses and notes payable to stockholders. This compares with current liabilities of $255,090, comprised of accounts payable, accrued interest, accrued expenses and notes payable to stockholders, as of December 31, 2017. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2018 and 2017:
| Nine Months Ended September 30, 2018 | Nine Months Ended September 30, 2017 | |||||||
| Net Cash Used in Operating Activities | $ | (20,761 | ) | $ | (21,808 | ) | ||
| Net Cash Provided by Financing Activities | $ | 25,000 | $ | 20,000 | ||||
| Net Increase (decrease) in Cash | $ | 4,239 | $ | (1,808 | ) | |||
The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Results of Operations
The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from November 16, 2007 (Inception) through September 30, 2018. 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.
10
For the three months ended September 30, 2018, the Company had a net loss of $8,888, consisting of interest expense and legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports. This compares with a net loss of $7,265 for the three months ended September 30, 2017 consisting of interest expense and legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.
For the nine months ended September 30, 2018, the Company had a net loss of $24,532, consisting of interest expense and legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports. This compares with a net loss of $22,796 for the nine months ended September 30, 2017, consisting of interest expense and legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.
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.
Emerging Growth Company
As an “emerging growth company” under JOBS Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2018, 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 Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2018, that have materially affected or are reasonably likely to materially affect our internal control.
11
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no material pending legal proceedings to which the Company, 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.
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.
None.
12
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| * | Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the SEC on February 1, 2008, and incorporated herein by this reference. |
| ** | Filed electronically herewith. |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 13, 2018 | ZETA ACQUISITION CORP. I | |
| By: | /s/ John Pappajohn | |
| John Pappajohn | ||
| President | ||
| (Principal Executive Officer) | ||
| By: | /s/ Matthew P. Kinley | |
| Matthew P. Kinley | ||
| Secretary and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
14
Exhibit 31.1
CERTIFICATION OF THE COMPANY’S PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, John Pappajohn, President of Zeta Acquisition Corp. I, certify that:
1. I have reviewed this report on Form 10-Q of Zeta Acquisition Corp. I;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 13, 2018 | /s/ John Pappajohn |
John Pappajohn President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE COMPANY’S PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Matthew P. Kinley, Chief Financial Officer of Zeta Acquisition Corp. I, certify that:
1. I have reviewed this report on Form 10-Q of Zeta Acquisition Corp. I;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 13, 2018 | /s/ Matthew P. Kinley |
Matthew P. Kinley Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 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
In connection with the Quarterly Report of Zeta Acquisition Corp. I (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Pappajohn, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| November 13, 2018 | /s/ John Pappajohn |
John Pappajohn President (Principal Executive Officer) |
Exhibit 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
In connection with the Quarterly Report of Zeta Acquisition Corp. I (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew P. Kinley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| November 13, 2018 | /s/ Matthew P. Kinley |
Matthew P. Kinley Chief Financial Officer (Principal Financial Officer) |
Document and Entity Information - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Nov. 13, 2018 |
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | ZETA ACQUISITION CORP I | |
| Entity Central Index Key | 0001422141 | |
| Amendment Flag | false | |
| Trading Symbol | ZETAI | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Sep. 30, 2018 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2018 | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance Sheets - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current assets: | ||
| Cash | $ 4,724 | $ 485 |
| Total assets | 4,724 | 485 |
| Current liabilities: | ||
| Accounts payable | 1,700 | 1,500 |
| Accrued interest | 62,899 | 53,290 |
| Accrued expenses | 1,762 | 7,800 |
| Notes payable, stockholders | 217,500 | 192,500 |
| Total liabilities | 283,861 | 255,090 |
| Stockholders' deficit | ||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 |
| Additional paid-in capital | 49,500 | 49,500 |
| Accumulated deficit | (329,137) | (304,605) |
| Total stockholders' deficit | (279,137) | (254,605) |
| Total liabilities and stockholders' deficit | $ 4,724 | $ 485 |
Condensed Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 5,000,000 | 5,000,000 |
| Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Operating expenses: | ||||
| General and administrative | $ 5,599 | $ 4,354 | $ 14,923 | $ 14,563 |
| Operating loss | (5,599) | (4,354) | (14,923) | (14,563) |
| Interest expense | 3,289 | 2,911 | 9,609 | 8,233 |
| Net loss | $ (8,888) | $ (7,265) | $ (24,532) | $ (22,796) |
| Net loss per basic and diluted common share | $ (0.00) | $ 0.00 | $ (0.00) | $ (0.00) |
| Weighted-average number of common shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Condensed Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Operating activities | ||
| Net loss | $ (24,532) | $ (22,796) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Increase (decrease) in accounts payable | 200 | (1,346) |
| Increase in accrued interest | 9,609 | 8,234 |
| Decrease in accrued expenses | (6,038) | (5,900) |
| Net cash used in operating activities | (20,761) | (21,808) |
| Financing activities | ||
| Proceeds from notes payable, stockholders | 25,000 | 20,000 |
| Net cash provided by financing activities | 25,000 | 20,000 |
| Net increase (decrease) in cash | 4,239 | (1,808) |
| Cash at beginning of period | 485 | 5,060 |
| Cash at end of period | $ 4,724 | $ 3,252 |
Nature of Operations and Significant Accounting Policies |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Nature of Operations and Significant Accounting Policies |
Nature of Operations
Zeta Acquisition Corp. I (the “Company”) was incorporated under the laws of the State of Delaware on November 16, 2007. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next twelve (12) months and beyond will be to achieve long-term growth potential through a combination with a business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
Liquidity and Going Concern
At September 30, 2018, our cash position and history of losses required management to asses our ability to continue operating as a going concern, according to FASB Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Management evaluated the history and operational losses to have a material effect on our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our debt financings.
Management believes that its existing cash, along with certain related parties’ commitments to provide continued funding and capital resources, will be sufficient to fund the Company’s operations for at least the next twelve (12) months.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Cash
Cash consists of a bank checking account.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
Fair Value of Financial Instruments
The Company considers the carrying value of cash, accounts payable, accrued expenses, accrued interest, and notes payable to stockholders to approximate fair value due to their short maturities.
Net Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.
Interim Financial Statements
The unaudited interim financial information included in this report reflects normal recurring adjustments that management believes are necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying notes contained in the Company′s Form 10-K filed March 28, 2018.
The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for other interim periods or the full year.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect. |
Notes Payable, Stockholders |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 | |||
| Related Party Transactions [Abstract] | |||
| Notes Payable, Stockholders |
During 2018, various stockholders loaned the Company $25,000 and were issued unsecured promissory notes which bear interest of 6% and are due on demand. Similar stockholder loans amounted to $20,000 during 2017, $22,500 during 2016, $35,000 during 2015 (along with note reductions of $10,000), $15,000 during 2014, $25,000 during 2013, $25,000 during 2012, $35,000 during 2010, and $25,000 during 2009. Interest of $62,899 was accrued and unpaid at September 30, 2018. |
Preferred Stock |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 | |||
| Equity [Abstract] | |||
| Preferred Stock |
The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. |
Common Stock |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 | |||
| Equity [Abstract] | |||
| Common Stock |
The Company is authorized to issue 100,000,000 shares of common stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. During December 2007, the Company issued 5,000,000 shares of its common stock pursuant to a private placement for $50,000. |
Commitment |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 | |||
| Commitments and Contingencies Disclosure [Abstract] | |||
| Commitment |
The Company utilizes the office space and equipment of an officer and director at no cost on a month-to-month basis. Management estimates such amounts to be di minimis. |
Nature of Operations and Significant Accounting Policies (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of Operations | Nature of Operations
Zeta Acquisition Corp. I (the “Company”) was incorporated under the laws of the State of Delaware on November 16, 2007. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next twelve (12) months and beyond will be to achieve long-term growth potential through a combination with a business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. |
| Liquidity and Going Concern | Liquidity and Going Concern
At September 30, 2018, our cash position and history of losses required management to asses our ability to continue operating as a going concern, according to FASB Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Management evaluated the history and operational losses to have a material effect on our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our debt financings.
Management believes that its existing cash, along with certain related parties’ commitments to provide continued funding and capital resources, will be sufficient to fund the Company’s operations for at least the next twelve (12) months. |
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
| Cash | Cash
Cash consists of a bank checking account. |
| Income Taxes | Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company considers the carrying value of cash, accounts payable, accrued expenses, accrued interest, and notes payable to stockholders to approximate fair value due to their short maturities. |
| Net Loss Per Share | Net Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented. |
| Interim Financial Statements | Interim Financial Statements
The unaudited interim financial information included in this report reflects normal recurring adjustments that management believes are necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying notes contained in the Company′s Form 10-K filed March 28, 2018.
The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for other interim periods or the full year. |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect. |
Notes Payable, Stockholders (Details) - USD ($) |
9 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2012 |
Dec. 31, 2010 |
Dec. 31, 2009 |
|
| Notes Payable, Stockholders (Textual) | |||||||||
| Proceeds from issuance of unsecured promissory notes | $ 25,000 | $ 20,000 | $ 22,500 | $ 35,000 | $ 15,000 | $ 25,000 | $ 25,000 | $ 35,000 | $ 25,000 |
| Interest rate on unsecured promissory note | 6.00% | ||||||||
| Accrued and unpaid interest | $ 62,899 | $ 53,290 | |||||||
| Notes reductions | $ 10,000 | ||||||||
Preferred Stock (Details) - shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Preferred Stock (Textual) | ||
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock (Details) - USD ($) |
1 Months Ended | ||
|---|---|---|---|
Dec. 31, 2007 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
| Common Stock (Textual) | |||
| Common stock, shares authorized | 100,000,000 | 100,000,000 | |
| Common Stock [Member] | |||
| Common Stock (Textual) | |||
| Common stock issued pursuant to a private placement | 5,000,000 | ||
| Proceeds from issuance of common stock to private placement | $ 50,000 |