FORM
10-Q





U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from ________ to ________





Commission
file number 000-52651





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 Clifford W. Chapman Jr.,
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 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: 2,000,000shares of common stock,
par value $.0001 per share, outstanding as of May 13, 2009.









PLASTRON
ACQUISITION CORP. II





-
INDEX -





PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                            Financial
      Statements:Balance
      Sheets as of March 31, 2009 (unaudited) and December 31, 2008
      (audited)
                            1Statements
      of Operations for the Three Months Ended March 31, 2009
and
                            2March  31,
      2008 (unaudited) and for the Cumulative Period fromJanuary
      24, 2006 (Inception) to March 31, 2009 (unaudited)Statement
      of Stockholders’ Equity (Deficit) for the Cumulative Period
      from
                            3January
      24, 2006 (Inception) to March 31, 2009 (unaudited)Statements
      of Cash Flows for the Three Months Ended March 31, 2009
and
                            4March
      31, 2008 (unaudited) and for the Cumulative Period from January 24,
      2006(Inception)
      to March 31, 2009 (unaudited)Notes
      to Financial Statements (unaudited)
                            5Item
      2.
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            9Item
      3.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            11Item
      4T.
                            Controls
      and Procedures
                            12PART II – OTHER
      INFORMATION:Item
      1.
                            Legal
      Proceedings
                            12Item
      1A.
                            Risk
      Factors
                            12Item
      2.
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            12Item
      3.
                            Defaults
      Upon Senior Securities
                            12Item
      4.
                            Submission
      of Matters to a Vote of Security Holders
                            12Item
      5.
                            Other
      Information
                            12Item
      6.
                            Exhibits
                            12Signatures
                            14









PART I – FINANCIAL
INFORMATION





Item
1.  Financial Statements.





PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


BALANCE
SHEETS





As
      of
                    
                    
                    As
      ofMarch
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Audited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                    
                    $
                    7,399
                    
                    
                    $
                    582Total
      current assets
                    
                    
                    7,399
                    
                    
                    
                    582TOTAL
      ASSETS
                    
                    $
                    7,399
                    
                    
                    $
                    582LIABILITIES
      AND STOCKHOLDERS’  DEFICITCURRENT
      LIABILITIES:Accounts
      payable
                    
                    $
                    -
                    
                    
                    $
                    854Accrued
      interest - related party
                    
                    
                    2,411
                    
                    
                    
                    2,036Note
      payable - related party
                    
                    
                    37,000
                    
                    
                    
                    22,500Total
      current liabilities
                    
                    
                    39,411
                    
                    
                    
                    25,390TOTAL
      LIABILITIES
                    
                    
                    39,411
                    
                    
                    
                    25,390STOCKHOLDERS’
      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; 2,000,000 shares
      issued and outstanding
                    
                    
                    200
                    
                    
                    
                    200Additional
      paid-in capital
                    
                    
                    29,800
                    
                    
                    
                    29,800Deficit
      accumulated during the development stage
                    
                    
                    (62,012
                    )
                    
                    
                    (54,808
                    )TOTAL
      STOCKHOLDERS’ DEFICIT
                    
                    
                    (32,012
                    )
                    
                    
                    (24,808
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    7,399
                    
                    
                    $
                    582





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




1




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


STATEMENTS OF
OPERATIONS





InceptionJanuary
      1, 2009
                  to
                
                
                January
      1, 2008
                  to
                
                
                (January
      24, 2006)
                  toMarch
      31, 2009
                
                
                March
      31, 2008
                
                
                March
      31, 2009(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSES:General
      and administrative expenses
                
                
                6,829
                
                
                
                2,731
                
                
                
                59,601LOSS
      FROM OPERATIONS
                
                
                (6,829
                )
                
                
                (2,731
                )
                
                
                (59,601
                )OTHER
      (EXPENSE)Interest
      expense - related party
                
                
                (375
                )
                
                
                (125
                )
                
                
                (2,411
                )Total
      other (expense)
                
                
                (375
                )
                
                
                (125
                )
                
                
                (2,411
                )NET
      LOSS
                
                $
                (7,204
                )
                
                $
                (2,856
                )
                
                $
                (62,012
                )BASIC
      NET LOSS PER SHARE
                
                $
                (0.00
                )
                
                $
                (0.00
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC
                
                
                2,000,000
                
                
                
                2,000,000





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




2




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


STATEMENT OF STOCKHOLDERS’
DEFICIT





Deficit
      Accumulated
                      
                      
                      TotalPreferred
      Stock
                      
                      
                      Common
      Stock
                      
                      
                      Additional
                      
                      
                      During
      the
                      
                      
                      Stockholders'Shares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Paid-in
      Capital
                      
                      
                      Development
      Stage
                      
                      
                      DeficitBALANCE
      AT JANUARY 24, 2006, (INCEPTION)
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Issuance
      of common stock for cash at $.015 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000,000
                      
                      
                      
                      200
                      
                      
                      
                      29,800
                      
                      
                      
                      -
                      
                      
                      
                      30,000Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (12,951
                      )
                      
                      
                      (12,951
                      )BALANCE
      AT DECEMBER 31, 2006
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000,000
                      
                      
                      
                      200
                      
                      
                      
                      29,800
                      
                      
                      
                      (12,951
                      )
                      
                      
                      17,049Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (11,777
                      )
                      
                      
                      (11,777
                      )BALANCES
      AT JUNE 30, 2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000,000
                      
                      
                      
                      200
                      
                      
                      
                      29,800
                      
                      
                      
                      (24,728
                      )
                      
                      
                      5,272Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (28,656
                      )
                      
                      
                      (28,656
                      )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
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000,000
                      
                      
                      
                      200
                      
                      
                      
                      29,800
                      
                      
                      
                      (54,808
                      )
                      
                      
                      (24,808
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (7,204
                      )
                      
                      
                      (7,204
                      )BALANCE
      AT March 31, 2009 (unaudited)
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      2,000,000
                      
                      
                      $
                      200
                      
                      
                      $
                      29,800
                      
                      
                      $
                      (62,012
                      )
                      
                      $
                      (32,012
                      )





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




3




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


STATEMENTS OF CASH
FLOWS





January
      1, 2009
                
                
                January
      1, 2008
                
                
                Inceptionto
                
                
                to
                
                
                (January
      24, 2006) toMarch
      31, 2009
                
                
                March
      31, 2008
                
                
                March
      31, 2009(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (7,204
                )
                
                $
                (2,856
                )
                
                $
                (62,012
                )Changes
      in operating assets and liabilities:Decrease
      in accounts payable
                
                
                (854
                )
                
                
                1,074
                
                
                
                -Increase
      in accrued interest - related party
                
                
                375
                
                
                
                125
                
                
                
                2,411Net
      cash used in operating activities
                
                
                (7,683
                )
                
                
                (1,657
                )
                
                
                (59,601
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                30,000Proceeds
      from loan - related party
                
                
                14,500
                
                
                
                -
                
                
                
                37,000Net
      cash provided by financing activities
                
                
                14,500
                
                
                
                -
                
                
                
                67,000NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                6,817
                
                
                
                (1,657
                )
                
                
                7,399Cash
      and cash equivalents at beginning of period
                
                
                582
                
                
                
                1,844
                
                
                
                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                7,399
                
                
                $
                187
                
                
                $
                7,399





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




4




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


NOTES TO FINANCIAL
STATEMENTS


(Unaudited)





NOTE 1 -   ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:





(a)
            Organization
      and Business:




Plastron
Acquisition Corp. 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 SFAS No. 7. 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 ($62,012) and had a working
capital deficiency of ($32,012) as of March 31, 2009. 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, 2008 of the Company.





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, 2009 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.




5




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


NOTES TO FINANCIAL
STATEMENTS


(Unaudited)




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





(d)
            Cash
      and cash equivalents:




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





(e)
            Income
      taxes:




The
Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for
Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with SFAS No.
109, “Accounting for Income Taxes.” The Company utilizes the liability method of
accounting for income taxes. Under the liability method deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and the tax basis of the assets and liabilities and are measured using
enacted tax rates and laws that will be in effect, when the differences are
expected to reverse. An allowance against deferred tax assets is recognized,
when it is more likely than not, that such tax benefits will not be
realized.





Any
deferred tax benefit is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.





(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.




6




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


NOTES TO FINANCIAL
STATEMENTS


(Unaudited)





(h)
            New
      accounting pronouncements:





In March 2008, the FASB issued SFAS
No. 161, “Disclosures about Derivative Instruments and Hedging Activities –
an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and
interpreted, which requires enhanced disclosures about an entity’s derivative
and hedging activities and thereby improves the transparency of financial
reporting. Disclosing the fair values of derivative instruments and their gains
and losses in a tabular format provides a more complete picture of the location
in an entity’s financial statements of both the derivative positions existing at
period end and the effect of using derivatives during the reporting period.
Entities are requiredto provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.Theadoptionof SFAS No. 161 didnothave a material impact on our financial
condition or results of operations.





In May 2008, the Financial Accounting
Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”.  SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities, and requires expanded disclosures about financial guarantee
insurance contracts. It is effective for financial statements issued for fiscal
years beginning after December 15, 2008, except for some disclosures about the
insurance enterprise’s risk-management activities. SFAS 163 requires that
disclosures about the risk-management activities of the insurance enterprise be
effective for the first period beginning after issuance. Except for those
disclosures, earlier application is not permitted.  The adoption of
this statementdidnot have a material effect on the
Company's financial position or results of operations.





NOTE 2 -   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.




7




PLASTRON
ACQUISITION CORP. II


(A
Development Stage Company)


NOTES TO FINANCIAL
STATEMENTS


(Unaudited)





NOTE 2 -   NOTE PAYABLE – RELATED PARTY
(Continued):





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”) toMessrs 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.





NOTE 3 -   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”). 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. As of March 31, 2009, 2,000,000
shares of Common Stock were issued and outstanding.





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.




8




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 and
maintains its principal executive office at c/o Clifford W. Chapman, Jr., 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




9




(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.





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.





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 March 31, 2009, the Company had
assets equal to $7,399, comprised exclusively of cash and cash equivalents. This
compares with assets of $582, comprised exclusively of cash and cash
equivalents, as of December 31, 2008. The Company’s current liabilities as of
March 31, 2009 totaled $39,411, comprised exclusively of notes payable and
accrued interest.  This compares to the Company’s current liabilities
as of December 31, 2008 of $25,390, comprised exclusively of accounts payable,
notes payable and accrued interest.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, 2009 and March 31, 2008 and for
the cumulative period from January 24, 2006 (inception) to March 31,
2009:





10




Three
      Months
                    Ended
                    March
      31, 2009
                  
                  
                  Three
      Months
                    Ended
                    March
      31, 2008
                  
                  
                  For
      the Cumulative
                    Period
      from
                    January
      24, 2006
                    (Inception)
      to
                    March
      31, 2009Net
      cash used in operating activities
                  
                  $
                  (7,683
                  )
                  
                  $
                  (1,657
                  )
                  
                  $
                  (59,601
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  14,500
                  
                  
                  -
                  
                  
                  67,000Net
      increase in cash and cash equivalents
                  
                  $
                  6,817
                  
                  
                  $
                  (1,657
                  )
                  
                  $
                  7,399





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) to March 31,
2009.  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, 2009, the Company had a net loss of $(7,204),
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ending March 31, 2009 and Annual Report on Form 10-K for the
year ended December 31, 2008.  This compares with a net loss of
$(2,856) for the three months ended March 31, 2008, respectively, consisting of
legal, accounting, audit and other professional service fees
incurred.





For the
cumulative period from January 24, 2006 (inception) to March 31, 2009, the
Company had a net loss of $(62,012), 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, the filing of the Company’s Quarterly Reports on Form 10-QSB
and Form 10-Q and the filing of the Company’s Annual Reports on Form
10-KSB.





Off-Balance Sheet
Arrangements





The Company does not have anyoff-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.




11




Item
4T.  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, 2009, 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,
2009 that have materially affected or are reasonably likely to materially affect
our internal controls.




PART II — OTHER
INFORMATION





Item
1.  Legal Proceedings.





To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.





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.  Submission of
Matters to a Vote of Security Holders.





None.





Item 5.  Other
Information.





On March 16, 2009,the Company entered into a loan
agreement with BCMin the
amount of $14,500.  The Company issued a promissory note (the “Note”)
to BCM, 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) March 16, 2014 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 (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended).   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.




12




Under the Note, it shall be deemed an
“Event of Default” if the Company shall: (i) fail to pay the entire principal
amount of the Note when due and payable, (ii) admit in writing its inability to
pay any of its monetary obligations under the Note, (iii) make a general
assignment of its assets for the benefit of creditors, or (iv) allow any
proceeding to be instituted by or against it seeking relief from or by
creditors, including, without limitation, any bankruptcy
proceedings.  In the event that an Event of Default has occurred,
theholder of the Note may,
by notice to the Company, declare the entire Note to be immediately due and
payable.  In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then the entire Note
shall automatically become due and payable without any notice or other action by
BCM.  Commencing
five days after the occurrence of any Event of Default, the interest rate on the
Note shall accrue at the rate of 18% per annum.





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,
  2009.31.2
              
              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,
  2009.32.1
              
              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.




13




SIGNATURES





Pursuant to the requirements of theSecuritiesExchange Actof 1934, theregistranthas dulycaused this report to be signed
on its behalf by the
undersignedthereunto duly
authorized.





Dated:
      May 13, 2009
                  PLASTRON
      ACQUISITION CORP. IIBy:
                  /s/ Michael
RappMichael RappPresident and DirectorPrincipal Executive OfficerPrincipal Financial
Officer




14