Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 30, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ZETA ACQUISITION CORP II | |
Entity Central Index Key | 1,422,142 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 18,529 | $ 5,263 |
Total assets | 18,529 | 5,263 |
Current liabilities: | ||
Accounts payable | 3,674 | 2,402 |
Accrued interest | 32,436 | 24,002 |
Accrued expenses | 8,900 | 8,900 |
Notes payable, stockholders | 160,000 | 125,000 |
Total liabilities | $ 205,010 | $ 160,304 |
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 | (236,481) | (205,041) |
Total stockholders' deficit | (186,481) | (155,041) |
Total liabilities and stockholders' deficit | $ 18,529 | $ 5,263 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheets [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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | ||
Formation costs | ||
General and administrative | $ 23,006 | $ 23,972 |
Operating loss | (23,006) | (23,972) |
Interest expense | 8,434 | 6,827 |
Net loss | $ (31,440) | $ (30,799) |
Net loss per basic and diluted common share | $ (0.01) | $ (0.01) |
Weighted-average number of common shares outstanding | 5,000,000 | 5,000,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2013 | $ (124,242) | $ 500 | $ 49,500 | $ (174,242) |
Balance, Shares at Dec. 31, 2013 | 5,000,000 | |||
Net loss | (30,799) | (30,799) | ||
Balance at Dec. 31, 2014 | (155,041) | $ 500 | $ 49,500 | (205,041) |
Balance, Shares at Dec. 31, 2014 | 5,000,000 | |||
Net loss | (31,440) | (31,440) | ||
Balance at Dec. 31, 2015 | $ (186,481) | $ 500 | $ 49,500 | $ (236,481) |
Balance, Shares at Dec. 31, 2015 | 5,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (31,440) | $ (30,799) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Decrease in prepaid expenses | 2,500 | |
Increase in accounts payable | $ 1,272 | 2,052 |
Increase in accrued interest | $ 8,434 | 6,827 |
Increase in accrued expenses | 3,400 | |
Net cash used in operating activities | $ (21,734) | (16,020) |
Financing activities | ||
Proceeds from notes payable, stockholders | 35,000 | 15,000 |
Net cash provided by financing activities | 35,000 | 15,000 |
Net increase (decrease) in cash and cash equivalents | 13,266 | (1,020) |
Cash and cash equivalents at beginning of period | 5,263 | 6,283 |
Cash and cash equivalents at end of period | $ 18,529 | $ 5,263 |
Nature of Operations and Signif
Nature of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations and Significant Accounting Policies [Abstract] | |
Nature of Operations and Significant Accounting Policies | 1. Nature of Operations and Significant Accounting Policies Nature of Operations Zeta Acquisition Corp. II (the "Company") was incorporated under the laws of the State of Delaware on November 16, 2007. The Company 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. Going Concern Since its inception, the Company has generated no revenues and has incurred a net loss of $236,481. Since inception, the Company has been dependent upon the receipt of capital investment or other financing to fund its continuing activities. The Company has not identified any business combination and therefore, cannot ascertain with any degree of certainty the capital requirements for any particular transaction. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources but it is uncertain whether this funding will continue. The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three (3) months or less to be cash equivalents. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Fair Value of Financial Instruments Pursuant to ASC Topic 820-10, Fair Value Measurements and Disclosures 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. Recently Issued Accounting Pronouncements On January 1, 2015, the Company adopted Financial Accounting Standards Board, (“FASB”), Accounting Standards Update, (“ASU”), No. 2014-10, which eliminates the concept of a development stage entity, (“DSE”), in its entirety from United States Generally Accepted Accounting Principles, (“U.S. GAAP”). In accordance with ASU No. 2014-10, the Company has removed labeling the financial statements as a DSE and has eliminated inception-to-date information in the financial statements. |
Notes Payable, Stockholders
Notes Payable, Stockholders | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable, Stockholders [Abstract] | |
Notes Payable, Stockholders | 2. Notes Payable, Stockholders During 2015, various stockholders loaned the Company $35,000 and were issued unsecured promissory notes which bear interest at 6% and are due on demand. Similar stockholder loans amounted to $15,000 during 2014, $25,000 during 2013, $25,000 during 2012, $35,000 during 2010, and $25,000 during 2009. Interest of $32,436 and $24,002 was accrued and unpaid at December 31, 2015 and 2014, respectively. During 2007, the Company issued an unsecured promissory note to a stockholder and officer of the Company in the amount of $10,000. The note was non-interest bearing and was repaid from the proceeds of the sale of common stock. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Preferred Stock and Common Stock [Abstract] | |
Preferred Stock | 3. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Preferred Stock and Common Stock [Abstract] | |
Common Stock | 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 5. Income Taxes The Company has reviewed its tax positions as of December 31, 2015 and 2014, and has not identified any positions that are uncertain. Income tax returns filed and to be filed for the years ended December 31, 2013, 2014, and 2015 are open to review by the Internal Revenue Service. The tax effects of temporary differences that give rise to significant portions of the Company's net deferred tax asset at December 31, 2015 and 2014 are as follows: December 31, December 31, 2015 2014 Deferred tax asset: Capitalized formation costs $ 69,400 $ 61,600 Net operating loss carryforward 11,000 8,200 Valuation allowance (80,400 ) (69,800 ) Net deferred tax asset recognized $ -- $ -- A full valuation allowance has been recorded against the Company's deferred tax asset because, based on the weight of available evidence, it is more likely than not that such benefits will not be realized. As of December 31, 2015, the Company has a net operating loss carryforward for federal and state income tax purposes of approximately $32,400. The net operating loss carryforward will begin to expire in 2029. The benefit from income taxes differs from the amount computed by applying the United States (US) federal income tax rate of thirty-four percent (34%) in 2015 and 2014 to loss before income taxes for the years ended December 31, 2015 and 2014 as follows: Year Ended Year Ended December 31, December 31, 2015 2014 US federal income tax benefit at statutory rate $ (10,700 ) $ (10,500 ) Other 100 (100) Change in valuation allowance 10,600 10,600 Benefit from income taxes $ -- $ -- |
Commitment
Commitment | 12 Months Ended |
Dec. 31, 2015 | |
Commitment [Abstract] | |
Commitment | 6. Commitment The Company utilizes the office space and equipment of an officer and director at no cost on a month-to-month basis. Management estimates such amounts to be di minimis. |
Nature of Operations and Sign13
Nature of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations and Significant Accounting Policies [Abstract] | |
Going Concern | Going Concern Since its inception, the Company has generated no revenues and has incurred a net loss of $236,481. Since inception, the Company has been dependent upon the receipt of capital investment or other financing to fund its continuing activities. The Company has not identified any business combination and therefore, cannot ascertain with any degree of certainty the capital requirements for any particular transaction. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources but it is uncertain whether this funding will continue. The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three (3) months or less to be cash equivalents. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to ASC Topic 820-10, Fair Value Measurements and Disclosures |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On January 1, 2015, the Company adopted Financial Accounting Standards Board, (“FASB”), Accounting Standards Update, (“ASU”), No. 2014-10, which eliminates the concept of a development stage entity, (“DSE”), in its entirety from United States Generally Accepted Accounting Principles, (“U.S. GAAP”). In accordance with ASU No. 2014-10, the Company has removed labeling the financial statements as a DSE and has eliminated inception-to-date information in the financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of tax effects on significant portions of deferred tax asset | December 31, December 31, 2015 2014 Deferred tax asset: Capitalized formation costs $ 69,400 $ 61,600 Net operating loss carryforward 11,000 8,200 Valuation allowance (80,400 ) (69,800 ) Net deferred tax asset recognized $ -- $ -- |
Schedule of effective income tax rate reconciliation | Year Ended Year Ended December 31, December 31, 2015 2014 US federal income tax benefit at statutory rate $ (10,700 ) $ (10,500 ) Other 100 (100) Change in valuation allowance 10,600 10,600 Benefit from income taxes $ -- $ -- |
Nature of Operations and Sign15
Nature of Operations and Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Nature of Operations and Significant Accounting Policies (Textual) | ||
Net loss | $ (236,481) | $ (205,041) |
Notes Payable, Stockholders (De
Notes Payable, Stockholders (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2007 | |
Notes Payable, Stockholders (Textual) | |||||||
Interest rate on unsecured promissory note | 6.00% | ||||||
Accrued interest on unsecured promissory note | $ 32,436 | $ 24,002 | |||||
Proceeds from related party debt by issuing unsecured promissory note | $ 35,000 | $ 15,000 | $ 25,000 | $ 25,000 | $ 35,000 | $ 25,000 | |
Stockholders and Officers [Member] | |||||||
Notes Payable, Stockholders (Textual) | |||||||
Proceeds from related party debt by issuing unsecured promissory note | $ 10,000 |
Preferred Stock (Details)
Preferred Stock (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock (Textual) | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | ||
Dec. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock (Textual) | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Proceeds from issuance of common stock | $ 50,000 | ||
Common Stock [Member] | |||
Common Stock (Textual) | |||
Common stock issued to private placement | 5,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset: | ||
Capitalized formation costs | $ 69,400 | $ 61,600 |
Net operating loss carryforward | 11,000 | 8,200 |
Valuation allowance | $ (80,400) | $ (69,800) |
Net deferred tax asset recognized |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
US federal income tax benefit at statutory rate | $ (10,700) | $ (10,500) |
Other | 100 | (100) |
Change in valuation allowance | $ 10,600 | $ 10,600 |
Benefit from income taxes |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 32,400 | |
Operating loss carryforwards, expiration date | Dec. 31, 2029 | |
Effective federal statutory income tax rate, percent | 34.00% | 34.00% |