UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-K









x
ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
year ended December 31, 2008





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


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from __________ to __________





Commission
file number 0-52128





PLASTINUM POLYMER
      TECHNOLOGIES CORP.(Exact
      name of registrant as specified in its
charter)





Delaware
              
              20-4255141(State
      or other jurisdiction of incorporation)
              
              (IRS
      employer identification no.)





10100
Santa Monica Blvd., Suite 300


Los Angeles, CA
90067


Address
of principal executive offices) (Zip Code)





Issuer's
telephone number: (310) 651-9972





Securities
registered pursuant to Section 12(b) of the Exchange Act:





Title of each class
              
              Name of each exchange on which
      registeredNone
              
              None





Securities
registered pursuant to Section 12(g) of the Act:





Common Stock, par value $.01
per share





Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. oYes  þNo










Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. oYes þNo





Check
whether the issuer (1) 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. þYes oNo





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrants’ knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer o
              
              Accelerated
      filer o
              
              Non-accelerated
      filer o
                (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o Yes þ No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of June 30, 2008 was approximately $12,580,958, computed by
reference to the closing sales price of the registrant’s common stock as
reported by the OTC Bulletin Board.





APPLICABLE
ONLY TO CORPORATE ISSUERS





The
number of shares outstanding of the registrant's Common Stock, par value $.01
per share (the "Common Stock"), as of March 10, 2009 was
98,156,071.





TABLE
OF CONTENTS





PagePART IItem 1.
                        Business
                        
                        4Item 1A.
                        Risk
      Factors
                        
                        9Item 2.
                        Properties
                        
                        14Item 3.
                        Legal
      Proceedings
                        
                        14Item 4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        14PART IIItem 5.
                        Market
      For Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                        
                        15Item 6.
                        Selected Financial
      Data
                        
                        16Item 7.
                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                        
                        16Item 7A.
                        Quantitative and Qualitative
      Disclosures About Market Risk
                        
                        22Item 8.
                        Financial Statements and
      Supplementary Data
                        
                        22Item 9.
                        Changes
      In and Disagreements With Accountants on Accounting And Financial
      Disclosure
                        
                        23Item 9A.
                        Controls
      And Procedures
                        
                        23Item 9A(T).
                        Controls
      And Procedures
                        
                        23Item 9B.
                        Other
      Information
                        
                        24PART IIIItem 10.
                        Directors,
      Executive Officers and Corporate Governance
                        
                        25Item 11.
                        Executive
      Compensation
                        
                        27Item 12.
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                        
                        30Item 13.
                        Certain
      Relationships and Related Transactions, Director
    Independence
                        
                        32Item 14.
                        Principal
      Accounting Fees and Services
                        
                        32PART IVItem 15.
                        Exhibits,
      Financial Statement Schedules
                        
                        34Signatures
                        
                        
                        37


3


PART
I





FORWARD-LOOKING
STATEMENTS





Statements
used in this Form 10-K, in filings by the Company with the Securities and
Exchange Commission (the "SEC"), in the Company's press releases or other public
or stockholder communications, or made orally with the approval of an authorized
executive officer of the Company that utilize the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions
speaking to anticipated actions, results or projections in the future speak only
as of the date made, are based on certain assumptions and expectations which may
or may not be valid or actually occur, and which involve various risks and
uncertainties. The Company cautions readers not to place undue reliance on any
such statements and that the Company's actual results for future periods could
differ materially from those anticipated or projected.





Unless
otherwise required by applicable law, the Company does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.





ITEM
1.  BUSINESS.





Introduction





Plastinum
Polymer Technologies Corp. ("we," "us,", “our”, "Plastinum" or “the Company") is
a Delaware corporation originally formed under the name NG Plastic, Inc. in
February of 2000. We changed our name to New Generation Plastic, Inc. in May of
2000. On May 19, 2006, we changed our name to Plastinum Corp. On June 26, 2007,
we changed our name to Plastinum Polymer Technologies Corp. Prior to February
20, 2007, we were a subsidiary of New Generation Holdings, Inc. ("NGH"), which
owned approximately 94% of our outstanding common stock. On February 20, 2007,
NGH effected a pro rata distribution of our common stock (commonly referred to
as a "spin off") pursuant to which each stockholder of NGH received one share of
our common stock for each share of NGH owned by such stockholder. As a result,
NGH no longer has any ownership interest in us.





We are a
development stage company, as defined by Statement of Financial Accounting
Standards No. 7 ("SFAS No. 7"). We own and develop a patented and proprietary
plastic blending technology, whereby various kinds of immiscible plastics can be
mixed mechanically into a new polymer compound. The uniqueness of this blending
technology stems from its potential cost-effective applications in many fields
of the plastic industry, from the recycling of mixed post-consumer plastic scrap
to the creation of new thermo plastic compounds.





We
believe that our advantage in the recycling sector is our unique capability of
taking in the total mixed plastic scrap from complex waste systems, such as the
WEEE (waste electrical and electronic equipment) and general household waste and
creating new polymer compounds, which we call "Infymers", to compete with virgin
polymers. Currently, virtually none of the plastic scrap from the WEEE is being
recycled in a responsible manner (approximately 99% is exported or land-filled)
and approximately less than 4% of the plastic scrap from household waste is
recycled through inefficient and expensive polymer sorting. Also, there
currently does not exist a commercial plastic compound developed from pure mixed
post-consumer plastic materials. We intend to develop virgin compounds, which we
call "Ultrymers", by fusing previously incompatible polymers, creating new
unique properties with completely new applications.





We have
taken steps to change our previous pilot plant into our first commercial plant
in Emmen, the Netherlands, in order to meet the recent demand for our "Infymer"
products from WEEE as well as from household waste. Production of our recycled
plastic compounds has begun in order to deliver products in the Netherlands as
well as to meet the anticipated demand for our products in Asia based upon
numerous inquiries from potential customers located in Asia.  However,
no firm orders for our products in Asia have been received to date.




4





We are
also in the process of establishing a joint venture in the United States with a
Tampa, Florida based company to open our first commercial plant in the United
States.





To date,
we have generated minimal sales revenues, have incurred significant expenses and
have sustained significant recurring losses. Consequently, our operations are
subject to all the risks inherent in the establishment of a new business
enterprise. For the period from entering the development stage on April 7, 2003
through December 31, 2008, we have accumulated losses of
$13,591,010.





Our
common stock trades on the OTC Bulletin Board under the symbol
“PLNU”.  On March 25, 2009, the last sales price of our common stock
as reported on the OTC Bulletin Board was $0.20 per share.





Our Spin
Off





At
December 31, 2006, NGH owned approximately 94% of our issued and outstanding
equity securities. On January 31, 2007, NGH filed definitive proxy materials
(after having originally filed preliminary proxy materials on July 12, 2006)
with the SEC for the purpose of, among other things, approving a pro rata
distribution (or "spin off") of Plastinum to NGH’s stockholders whereby the
stockholders of NGH would receive one share of Plastinum common stock for each
share of NGH common stock the stockholder owned. On February 16, 2007, a meeting
of NGH’s stockholders was held where all of the matters to be voted upon as set
forth in the definitive proxy materials were approved and/or ratified. The spin
off of Plastinum was thereafter effected on February 20, 2007 and NGH no longer
owns any interest in us or our business.





Our
Business





Plastinum
Process





We own a
patented plastic blending whereby various kinds of immiscible plastics can be
mechanically mixed, which enables the production of new homogeneous,
commercially usable compounds from a varied stream of otherwise incompatible
mixed waste or virgin plastic sources (the “Plastinum Process”).





We
believe that the Plastinum Process technology is unique in its ability to
combine mixed plastic, including blending different polymers that are normally
incompatible, into homogenous compounds (the "Plastinum Compounds") by means of
a purely mechanical process. These Plastinum Compounds are created without the
use of costly chemical additives, known as compatibilizers, which are typically
used to link non-compatible resins.





The core
of the Plastinum technology consists of a mechano-chemical chamber that creates
in situ compatibilization of otherwise non-compatible polymers, resulting in a
continuous mix that offers similar properties as virgin polymers. The process
has the ability to mix multiple non-compatible polymers and create new, blended
compounds that can be used as ingredients in conventional plastic manufacturing
processes.





Market





We
believe that our advantage in the recycling sector is our unique capability of
taking in the total mixed plastic scrap from complex waste systems, such as the
WEEE (waste electrical and electronic equipment) and general household waste and
creating new polymer compounds, which we call "Infymers", to compete with virgin
polymers. Currently, virtually none of the plastic scrap from the WEEE is being
recycled in a responsible manner (approximately 99% is exported or land-filled)
and approximately less than 4% of the plastic scrap from household waste is
recycled through inefficient and expensive polymer sorting. Also, there
currently does not exist a commercial plastic compound developed from pure mixed
post-consumer plastic materials. We intend to develop virgin compounds, which we
call "Ultrymers", by fusing previously incompatible polymers, creating new
unique properties with completely new applications.





5





We have
taken steps to change our previous pilot plant into our first commercial plant
in Emmen, the Netherlands, in order to meet the recent demand for our "Infymer"
products from WEEE as well as from household waste. Production of our recycled
plastic compounds has begun in order to deliver products in the Netherlands as
well as to meet the anticipated demand for our products in Asia based upon
numerous inquiries from potential customers located in Asia.  However,
no firm orders for our products in Asia have been received to date.





We are
also in the process of establishing a joint venture in the United States with a
Tampa, Florida based company to open our first commercial plant in the United
States.





We
believe that our blending technology is unique and can add value particularly in
this sector, since it can treat various types of plastic scrap, and it does not
require separation of the different polymers. More importantly, we believe that
the process is environmentally friendly and can be undertaken on economically
viable terms. We believe that the cost to manufacturers or other users of our
recycled plastic compound will be lower than comparable virgin
materials.





Product
Distribution





The
distribution of our recycled plastic compounds is being undertaken by our own
employees and we anticipate that distribution will also occur in partnership
with other companies through joint ventures worldwide.





Competition





Our major
competitors consist of companies that purchase mixed plastic waste in order to
separate and regrind, which entails a different process from our blending
process. The separation process is complex and may result in a large loss of
material, which makes that process more costly than our blending process. Also
the separation process delivers an unfinished product, whereas the Plastinum
Compounds are end products usable within the polymer processing industry without
further modification. Therefore, we believe that our main competition will be
within the acquisition of waste materials.





Patents and
Trademarks





The
Plastinum Process is currently protected by U.S. Patent Number 6,107,400 and
European Patent Number 92907183.5-2307. To date, we have not been involved in
any patent infringement or trade secret actions.





Research and
Development





We
incurred research and development expenses of $1,666,439 and $1,028,069 for the
fiscal years ended December 31, 2008 and 2007, respectively, on research and
development of the Plastinum technology.





We
anticipate expending approximately $500,000 towards research and development
activities during the next twelve months in connection with the continued
development of the Plastinum technology.





Number of
Employees





As of
December 31, 2008, we had 15 total employees, all of which were full-time
employees, including Jacques Mot, our Chief Executive Officer, and Nils Berten,
our Chief Operating Officer, and through our Dutch subsidiary, Rene Schutte, our
Chief Technology Officer, and nine plant employees in The Netherlands. We also
use independent contractors to fulfill various research and development and
administrative functions.




6





Environmental
Matters





We
believe that we are in compliance with all current federal, state and EU
environmental laws and currently have no costs associated with compliance with
environmental laws or regulations. However there can be no assurance that such
costs will not be incurred in future to the extent the Plastinum Process
technology is exploited.





Dependence On Key Customers;
Major Suppliers





We are
not dependent on any one or more customers or suppliers.





Recent
Developments





Investment
in Dutch Subsidiary





On
February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the
“Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V.,
an indirect previously wholly-owned Dutch subsidiary of the Company (the “BV”),
(ii) PPT Holding B.V., our direct, wholly-owned Dutch subsidiary and owner of
our interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv)
N.V. NOM,  Investerings- en ontwikkelingsmaatschappij voor
Noord-Nederland, a Dutch public limited company (“NOM”) with the State of the
Netherlands (Ministry of Economic Affairs) and the provinces of Groningen,
Friesland and Drenthe as its shareholders, NOM invested € 1,500,000 in the BV
and in return received preferential shares in the BV giving NOM a 49% share in
the profits of the BV.





Pursuant
to the terms of the Participation Agreement, (i) the preferential shares
received by NOM are entitled to cumulative annual 10% dividends, (ii) the
preferential shares received by NOM may be repurchased from NOM by the BV at any
time for 150% of the purchase price originally paid for the preferential shares
by NOM and (iii) if not repurchased by the BV by January 1, 2013, the
preferential shares received by NOM may be converted by NOM into 49% of the
ordinary shares of the BV.





The
Participation Agreement also provides for, among other things, (i) anti-dilution
protection for NOM, (ii) restrictions on transfer of shares in the BV, (iii)
provisions regarding the operation of the board of directors of the BV, (iv)
restrictions on dividend payments by the BV and (v) certain non-competition
provisions governing the BV and Mr. Mot.





Private
Placements





From
November 2007 through July 2008, the Company issued an aggregate of 61,650
shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred
Stock”) at a price of $100.00 per share (the “Purchase Price”) to certain
non-U.S. investors in reliance on Regulation S under the Securities Act of 1933,
as amended (the “Securities Act”), and pursuant to a Securities Purchase
Agreement with the investors (the “Purchase Agreement”). The 61,650 shares of
Series B-1 Preferred Stock are currently convertible into 16,223,684 shares of
Common Stock. Pursuant to the Purchase Agreement, the investors also received
warrants exercisable for an aggregate of 4,867,105 shares of the our common
stock.





On
January 27, 2009, we entered into a Note Purchase Agreement with an investor
(the “Investor”) pursuant to which we sold and issued to the Investor a
Convertible Promissory Note in the principal amount of $1,000,000 (the
“Note”).  The Note accrues interest at a rate of 10% per annum and
matures on January 27, 2012.  The Note is convertible into shares of
Common Stock at an initial conversion price of $0.22 per share or a total of
4,545,455 shares, subject to adjustment as contained in the
Note.  Pursuant to the Note Purchase Agreement, we are obligated to
file a registration statement with the SEC by April 30, 2009 registering for
resale under the Securities Act the shares of Common Stock issuable upon
conversion of the Note.





Amendment
of Stock Option Plan





On July
1, 2008, at the Annual Meeting of Stockholders of the Company, the stockholders
of the Company approved the amendment of the Company’s 2006 Long-Term Incentive
Plan for the purpose of, among other things, increasing the number of shares of
Common Stock issuable under the Plan from 20 million to 30 million.




7





Issuance
of Stock Options to Certain Officers of the Company





On April
18, 2008, the Company entered into an Option Agreement with each of Jacques Mot,
the Company’s President and Chief Executive Officer, and Nils Berten, the
Company’s Chief Operating Officer, pursuant to which we granted each of them
options to purchase the Company’s Common Stock under its 2006 Long-Term
Incentive Plan (the “Options”). The exercise price for all of the granted
Options is $0.30 per share, a price that was designated by the Company as
reflective of the approximate average sales price of the Company’s Common Stock
as reported by the OTC Bulletin Board over the sixty day period prior to the
grant date and was not necessarily reflective of the last sale price per share
on the grant date itself.





Mr. Mot
was granted 14,400,000 Options and Mr. Berten was granted 6,000,000 Options. The
grant to Mr. Mot was subject to the approval of the holders of a majority of the
outstanding shares of the Company’s Common Stock (including the Series B
Preferred Stock voting on an “as converted” basis and excluding any shares held
by Mr. Mot who was not entitled to vote thereon). On July 1, 2008, at the Annual
Meeting of Stockholders of the Company, the stockholders of the Company approved
the Options grant to Mr. Mot.





The
Options expire on April 18, 2013 and, subject to the grantee thereof remaining
in the employ of the Company, vest as follows: (a) one-sixth of the Options
granted to each of Mr. Mot and Mr. Berten vest on each of the following dates
(the “Milestone Attainment Dates”) upon the attainment of each of the following
respective milestones (the “Milestones”): (i) on December 31, 2008, if at least
one fully operational factory in The Netherlands capable of processing 15,000
tons of eWaste per year at full capacity has been established by the Company,
(ii) on December 31, 2009 if at least one fully operational factory in the
United States has been established by the Company and (iii) on December 31, 2010
if at least four fully operational factories, including the ones contemplated by
the preceding clauses (i) and (ii), have been established by the Company; provided , however , that the
Milestones in clauses (i), (ii) and (iii) above may be adjusted by the
Compensation Committee of the Company’s Board of Directors at its discretion at
the beginning of the respective calendar year, and (b) on such date as the
market capitalization of the Company exceeds $300 million and provided that such
date occurs on or prior to 4/18/2011, then double the number of Options granted
to each of Mr. Mot and Mr. Berten that have already vested and those yet subject
to vesting on each Milestone Attainment Date that has not yet occurred will
become vested.





On
January 2, 2009, we entered into an Amendment to Stock Option Agreement with
each of Mr. Mot and Mr. Berten respect to the granted Options (together, the
“Amendments”).  Each of the Amendments (i) acknowledged that one-third
of the Options granted are no longer eligible for vesting and have expired and
(ii) modified the vesting conditions for the remaining Options with regards to
the establishment of factories so as to clarify that they may be established
anywhere in the world, including through a joint venture or
subsidiary.





Announcements
Regarding Commercialization of First Compounds





On March
3, 2008, we announced that we were set to produce top-quality thermoplastic from
electronic and electrical waste with the  commercialization of
our first compounds made from recycled mixed post-consumer plastics and
utilizing our proprietary Blendymer technology: the Infinymer Sml 31.1 and the
Infinymer Ssl 31.1. The Sml 31.1 is formed by a polystyrenic base and the Ssl
31.1 by a polyolefinic base. Both Blendymer compounds have the advantage that
their composition and structure mean they can be used in a variety of ways - not
only as new electrical and electronic components, but also in products ranging
from piping to furniture, from lighting to sports equipment, from luggage to
gardening tools. Further, certain properties of the Infinymers can be adjusted
to suit customers' needs.




With
regard to our previously announced plans to open our first commercial plant in
the United States, on September 29, 2008 we announced that we entered into a
Letter of Intent with Creative Recycling Technologies, LLC, for the
establishment of a Joint Venture that will process mixed plastic E-Scrap in
Tampa, Florida. However, at this time, we are no longer pursuing that Joint
Venture.





On
October 10, 2008, we announced that we received our first order for our newly
created Infinymer NSL. As we anticipate orders for our Infymer product, we have
taken steps to change our pilot plant in The Netherlands to a production plant.
In the meantime, we have shipped our products to Asia and production has begun
for delivery of our product to The Netherlands.


8


ITEM
1A.  RISK FACTORS





An investment in our company is
suitable only for the persons who can afford the loss of their entire
investment. Accordingly, investors should carefully consider the following risk
factors, as well as other information set forth herein, in making an investment
decision with respect to our securities . We have sought to identify what we
believe to be all material risks to our business, but we cannot predict whether,
or to what extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise.





Risks Relating to Our
Business





Limited
Operating History as Stand-Alone Company





Our
operating history as an independent public company began on February 20, 2007
with the completion of the spin off by New Generation Holdings, Inc. (“NGH”) of
the approximately 94% of our shares of common stock which it owned. We have not
yet generated any operating revenue. There can be no assurance that we will
generate operating revenue in the future or that we will be able to put in place
the financial and administrative structure necessary to operate as an
independent public company, or that the development of such structure will not
require a significant amount of our management's time and other
resources.





Our
Board of Directors and Management Own a Significant Amount of Our Common
Stock





As of
December 31, 2008, our board of directors and management team held approximately
42.7% of our outstanding shares of Common Stock, assuming the exercise or
conversion of all outstanding currently exercisable or convertible derivative
securities held by them. These individuals will collectively continue to have
significant control over our operations and affairs.





Employees





As of
December 31, 2008, we had 15 employees, including Jacques Mot, our Chief
Executive Officer, and Nils Berten, our Chief Operating Officer, and through our
Dutch subsidiary, Rene Schutte, our Chief Technology Officer, and nine plant
employees in The Netherlands. As we grow, we will need to attract an unknown
number of qualified employees. This projected increase in personnel is dependent
upon our generating revenues and obtaining sources of financing. There is no
guarantee that we will be successful in raising the funds required or generating
revenues sufficient to fund the projected increase in the number of
employees.





Potential
Fluctuations In Quarterly Operating Results





Our
quarterly operating results may fluctuate significantly in the future as a
result of a variety of factors, most of which are outside of our control,
including: the demand for products or services we may develop; seasonal trends
in purchasing; the amount and timing of capital expenditures and other costs
relating to the development of our products; price competition or pricing
changes in the industry; technical difficulties or system downtime; general
economic conditions, and economic conditions specific to the consumer plastics
recycling industry. Our quarterly results may also be significantly impacted by
the impact of the accounting treatment of acquisitions, financing transactions
or other matters. Particularly, at our early stage of development, such
accounting treatment can have a material impact on the results for any quarter.
Due to the foregoing factors, among others, it is likely that our operating
results will fall below our expectations or those of investors in some future
quarter.





Dependence
Upon Management





Our
future performance and success are dependant upon the efforts and abilities of
our management. To a very significant degree, we are dependent upon the
continued services of Jacques Mot, our president and chief executive officer. We
do not maintain key man life insurance on Mr. Mot.




9





Lack
Of Independent Directors





We do not
have a majority of independent directors on our board of directors and we cannot
guarantee that our board of directors will have a majority of independent
directors in the future. In the absence of a majority of independent directors,
our executive officers, which are also principal stockholders and directors,
could establish policies and enter into transactions without independent review
and approval thereof. This could present the potential for a conflict of
interest between our stockholders and us generally and the controlling officers,
stockholders or directors.





Doubt
as to Ability to Continue as Going Concern





Our
independent certified public accountant has stated in their report included in
this filing that we have suffered recurring losses from operations that raise
substantial doubt about our ability to continue as a going concern.





The
continuation of the Company as a going concern is dependent on our ability to
develop revenues and finance our business plan, including among other
possibilities, by obtaining financing from outside sources and/or entering into
strategic partnerships. From November 2007 through July 2008, we sold $6,165,000
of securities through private placements of securities. In January 2009, we
issued a convertible promissory note for $1,000,000 through a private placement.
However, we will need to generate additional funds in order to execute our
business plan, namely, expansion through the set-up of two major eScrap
Recycling plants, of which one will be in the Netherlands and one will be in the
U.S., as well as establishing a mixed plastic household waste recycling line
with a capacity of 7,000 metric tons annually. We are currently in the process
of evaluating our financing needs and exploring all available financing options
in order to fully implement our business plan, including, among others,
strategic partnerships with other business entities and debt financing.
Management is also attempting to secure ongoing revenue relationships for our
products.





Should we
be unable to develop revenues or obtain necessary financing, we may have to
curtail our operations, which may have a material adverse effect on our
financial position and results of operations and our ability to continue as a
going concern.





Limitation
Of Liability And Indemnification Of Officers And Directors





Our
officers and directors are required to exercise good faith and high integrity in
our management affairs. Our certificate of incorporation provides, however, that
our officers and directors shall have no liability to our stockholders for
losses sustained or liabilities incurred which arise from any transaction in
their respective managerial capacities unless they violated their duty of
loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our certificate of
incorporation and bylaws also provide for the indemnification by us of the
officers and directors against any losses or liabilities they may incur as a
result of the manner in which they operate our business or conduct the internal
affairs, provided that in connection with these activities they act in good
faith and in a manner that they reasonably believe to be in, or not opposed to,
our best interests, and their conduct does not constitute gross negligence,
misconduct or breach of fiduciary obligations.





Potential
Inability to Achieve Acceptance of Our Products in the Marketplace





Our
success in generating significant sales of our products will depend in part on
our ability to achieve market acceptance of our products. The extent to which,
and rate at which, we achieve market acceptance and penetration of our current
and future products is a function of many variables including, but not limited
to:





·
                    price;·
                    safety;


·
                functionality;·
                reliability;·
                marketing
      and sales efforts; and·
                general
      economic conditions affecting purchasing
  patterns.




We may
not be able to develop and introduce products in a timely manner or new products
may not gain market acceptance. We are in the early stages of commercialization
of our products. We believe that our future growth will depend in large part on
our ability to market these products in our target markets. In addition,
commercial applications of unique recycled plastics compounds has not been
undertaken prior to the introduction of our products and therefore the market is
new and evolving. The failure of our products to achieve market acceptance would
have a material adverse effect on our business, results of operations and
financial condition.




10




We
May Face Strong Competition in the Marketplace





Competitors
may succeed in developing alternative technologies and products that are easier
to use or less expensive than those which have been developed by us or that
would render our technology and products non-competitive. We operate in a highly
competitive and rapidly evolving field, and new developments are expected to
continue at a rapid pace. Many of these competitors have substantially greater
financial and technical resources and production and marketing capabilities than
we do.





We
Have a Limited Manufacturing Capacity





We are in
the process of setting up our first plants for the commercial production of our
recycled plastics compounds. Any disruptions in the manufacturing operations of
any single plant would materially reduce our ability to sell our products and
would have a material adverse effect on our financial results. Additionally, we
may not be able to continue to successfully operate our manufacturing operations
at acceptable costs, with acceptable yields, and retain adequately trained
personnel.





We
are Dependent on a Continued Supply of Electrical and Electronic Waste as a Raw
Material





There are
limited sources of the electrical and electronic waste we use as raw
material to manufacture our products and there is significant competition for
those raw materials. We may experience difficulty acquiring those raw materials.
Any interruption of our relationships with our raw materials suppliers could
materially harm our business.





Both
Domestic and Foreign Government Regulations Can Have an Adverse Effect on Our
Business Operations





Our
products and operations are subject to governmental regulation in the United
States and foreign countries. Although we have no reason to believe that we will
not be able to comply with all applicable regulations regarding the manufacture
and sale of our products, regulations are always subject to change and depend
heavily on administrative interpretations and the country in which the products
are sold. Future changes in regulations or interpretations relating to matters
such as safe working conditions, manufacturing practices, environmental
controls, and disposal of hazardous or potentially hazardous substances may
adversely affect our business.





Management
of Potential Growth





Subject
to receipt of financing, we hope to experience rapid growth which, if achieved,
will place a significant strain on our managerial, operational, and financial
systems resources. To accommodate our current size and manage growth, we must
continue to implement and improve our financial strength and our operational
systems, and expand.





There is
no guarantee that we will be able to effectively manage the expansion of our
operations, or that our systems, procedures or controls will be adequate to
support our expanded operations, or that we will be able to obtain facilities to
support our growth. Our inability to effectively manage our future growth would
have a material adverse effect on us.




11




Disclosure Controls and
Procedures and
Potential Inability to Make
Required Public Filings





We
currently have only 15 employees, including 12 in our Dutch subsidiary. Given
our limited personnel and limited resources, we may be unable to maintain
effective controls to insure that we are able to make all required public
filings in a timely manner. Given similar limited personnel and limited
finances, NGH, our parent until February 20, 2007, was not previously able to
maintain effective controls to insure that they make all required public filings
in a timely manner. If we do not make all public filings in a timely manner, our
shares of common stock may be delisted from the OTC Bulletin Board. We could
also be subject to regulatory action and/or lawsuits by
stockholders.





Foreign
Currency Risk





Our
financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in
Euros, with the balance in U.S. dollars and Swiss franc. Our functional currency
has been the Euro. Although we do not believe we currently have any materially
significant market risks relating to our operations resulting from foreign
exchange rates, due to our limited operations, our lack of revenue and that the
Euro and Swiss franc are not highly inflational, if we enter into financing or
other business arrangements denominated in currency other than the U.S. dollars,
variations in the exchange rate may give rise to foreign exchange gains or
losses that may be significant.





Risks Relating to Our Common
Stock





Resale
of Shares Recently Registered Could Adversely Affect the Market Price of Our
Common Stock and Our Ability to Raise Additional Equity Capital





During
the thirteen months ended January 31, 2009, we registered for resale under the
Securities Act of 1933, as amended, 15,365,691 shares of our common stock. To
the extent that these shares have not yet been resold, their resale in the
public market could adversely affect the market price for our common stock and
make it more difficult for you to sell our shares at times and prices that you
feel are appropriate. Furthermore, we expect that, because a large number of
shares were registered, the selling stockholders will continue to offer those
for a significant period of time, the precise duration of which we cannot
predict. Accordingly, the adverse market and price pressures resulting from such
sales may continue for an extended period of time and continued negative
pressure on the market price of our common stock could have a material adverse
effect on our ability to raise additional equity capital.





Certificate
of Incorporation Grants the Board of Directors the Power to Designate and Issue
Additional Shares of Common and/or Preferred Stock.





Our
certificate of incorporation grants our Board of Directors authority to, without
any action by our stockholders, designate and issue, from our authorized
capital, shares in such classes or series (including classes or series of common
stock and/or preferred stock) as it deems appropriate and establish the rights,
preferences, and privileges of such shares, including dividends, liquidation and
voting rights. The rights of holders of classes or series of common stock or
preferred stock that may be issued could be superior to the rights of the common
stock offered hereby.  Our board of directors’ ability to designate
and issue shares could impede or deter an unsolicited tender offer or takeover
proposal. Further, the issuance of additional shares having preferential rights
could adversely affect other rights appurtenant to the shares of common stock
offered hereby. Any such issuances will dilute the percentage of ownership
interest of our stockholders and may dilute our book value.




12





Lack of
Liquid Trading Market
for Common Stock





Although
our stock is quoted on the OTC Bulletin Board (the “OTCBB”) under the symbol
“PLNU”, our trading history is limited and the market for our common stock is
not liquid as there have been days when our stock did not trade even though it
is was quoted.





Limited
Market Due To Penny Stock





Our stock
differs from many stocks, in that it is considered a penny stock. The Securities
and Exchange Commission has adopted a number of rules to regulate penny stocks.
These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3,
15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as
amended. Because our securities probably constitute penny stock within the
meaning of the rules, the rules would apply to our securities and us. The rules
may further affect the ability of owners of our stock to sell their securities
in any market that may develop for them. There may be a limited market for penny
stocks, due to the regulatory burdens on broker-dealers. The market among
dealers may not be active. Investors in penny stock often are unable to sell
stock back to the dealer that sold them the stock. The mark-ups or commissions
charged by the broker-dealers may be greater than any profit a seller may make.
Because of large dealer spreads, investors may be unable to sell the stock
immediately back to the dealer at the same price the dealer sold the stock to
the investor. In some cases, the stock may fall quickly in value. Investors may
be unable to reap any profit from any sale of the stock, if they can sell it at
all.





Stockholders
should be aware that, according to the Securities and Exchange Commission
Release No. 34-29093, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. These patterns include: control of the market
for the security by one or a few broker-dealers that are often related to the
promoter or issuer; manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; “boiler room”
practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales persons; excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers; and the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been
manipulated to a desired level, along with the inevitable collapse of those
prices with consequent investor losses.





Furthermore,
the penny stock designation may adversely affect the development of any public
market for our shares of common stock or, if such a market develops, its
continuation. Broker-dealers are required to personally determine whether an
investment in penny stock is suitable for customers. Penny stocks are securities
(i) with a price of less than five dollars per share; (ii) that are not traded
on a "recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); and (iv) of an issuer with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years), or
with average annual revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in our common stock
are urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be penny stock. Rule 15g-9 of the Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that
investor.





This
procedure requires the broker-dealer to (i) obtain from the investor information
concerning his financial situation, investment experience and investment
objectives; (ii) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for the Company's
stockholders to resell their shares to third parties or to otherwise dispose of
them.




13





The
Trading Price Of Our Common Stock May Decrease Due To Factors Beyond Our
Control





The
trading price of our common stock will be subject to significant fluctuations in
response to numerous factors, including:





·
            Variations
      in anticipated or actual results of operations;·
            Announcements
      of new products or technological innovations by us or our
      competitors;·
            Changes
      in earnings estimates of operational results by
  analysts;·
            Results
      of product demonstrations;·
            Inability
      of market makers to combat short positions on the
stock;·
            Inability
      of the market to absorb large blocks of stock sold into the
      market;·
            Comments
      about us or our markets posted on the
Internet.





Moreover,
the stock market from time to time has experienced extreme price and volume
fluctuations, which have particularly affected the market prices for emerging
growth companies and which often have been unrelated to the operating
performance of the companies. These broad market fluctuations may adversely
affect the market price of our common stock. If our stockholders sell
substantial amounts of their common stock in the public market, the price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity related securities in the future at a price we deem
appropriate.





We
Pay No Dividends





We have
never declared nor paid cash dividends on our capital stock. We currently intend
to retain any earnings for funding growth however these plans may change
depending upon capital raising requirements.





Sarbanes-Oxley
and Federal Securities Laws Reporting Requirements Can Be Expensive





As a
public reporting company, we are subject to the Sarbanes-Oxley Act of 2002, as
well as the information and reporting requirements of the Securities Exchange
Act of 1934, as amended, and other federal securities laws. The costs of
compliance with the Sarbanes-Oxley Act and of preparing and filing annual and
quarterly reports, proxy statements and other information with the SEC, and
furnishing audited reports to shareholders, are significant and may increase in
the future.





ITEM
2.  PROPERTIES.





We lease
our plant in The Netherlands pursuant to a lease with an annual rental of
approximately $120,000. The lease terminates 12 months after notice of
termination is given by us or the landlord.





We lease
approximately 1,460 square feet of office space at Rue Ceard 6, Geneva,
Switzerland, pursuant to a lease with an annual rental of approximately $63,000.
The lease is scheduled to terminate on June 30, 2013.





We pay
approximately $300 per month for use of a conference room, on an as needed
basis, at 10100 Santa Monica Blvd, Los Angeles, CA.





We pay
approximately $300 per month for use of a conference room, on an as needed
basis, at 245 Park Avenue, New York, NY.





ITEM
3. LEGAL PROCEEDINGS.





As of
December 31, 2008, we are not a party to any pending legal proceeding and our
property is not subject to any pending legal proceeding, and no such proceedings
are known to the Company to be threatened or contemplated against
it.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.


14


PART
II





ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.





Market
Information





Our
common stock trades on the OTC Bulletin Board under the symbol
“PLNU”.  It began trading during April 2007.  The following
table sets forth for the periods indicated the high and low sales prices of our
common stock for the period from April 1, 2007 through December 31, 2008 as
reported by the OTC Bulletin Board.





High
                  
                  
                  Low4th
      Quarter 2008, ended 12/31/08
                  
                  $
                  0.32
                  
                  
                  $
                  0.103rd
      Quarter 2008, ended 9/30/08
                  
                  $
                  0.34
                  
                  
                  $
                  0.082nd
      Quarter 2008, ended 6/30/08
                  
                  $
                  0.37
                  
                  
                  $
                  0.201st
      Quarter 2008, ended 3/31/08
                  
                  $
                  0.37
                  
                  
                  $
                  0.204th
      Quarter 2007, ended 12/31/07
                  
                  $
                  0.48
                  
                  
                  $
                  0.323rd
      Quarter 2007, ended 9/30/07
                  
                  $
                  0.54
                  
                  
                  $
                  0.402nd
      Quarter 2007, ended 6/30/07
                  
                  $
                  0.75
                  
                  
                  $
                  0.40





Holders





The
number of record holders of our common stock as of December 31, 2008, was
approximately 145 based on information received from our transfer
agent.  This amount excludes an indeterminate number of shareholders
whose shares are held in “street” or “nominee” name.





Dividend
Policy





We have
not paid any dividends since our inception and we do not anticipate or
contemplate paying dividends on our common stock in the foreseeable
future.  It is our present intention to utilize all available funds
for the development of our business.





Securities Authorized for
Issuance Under Equity Compensation Plans





Equity Compensation Plan
Information as of December 31, 2008





Number of securities
                            to be issued upon
                            exercise of
                            outstanding options,
                            warrants and rights
                            (a)
                          
                          Weighted-
                            average exercise
                            price of outstanding
                            options, warrants and
                            rights
                            (b)
                          
                          Number ofsecurities
                            remaining available
                            for future issuance
                            under equity
                            compensation plans
                            (excluding securities
                            reflected in column
                            (a))
                            (c)Equity
      compensation plans approved by security holders
                          18,200,000
                          
                          $
                          0.27
                          
                          11,800,000Equity
      compensation plans not approved by security holders
                          -
                          
                          
                          
                          
                          -Total
                          18,200,000
                          
                          $
                          0.27
                          
                          11,800,000




15




Recent Sales of Unregistered
Securities





This item
is not applicable.





Issuer Purchases of Equity
Securities





There
were no repurchases of equity securities by the us or any affiliated purchasers
during the fourth quarter of the year ended December 31, 2008.




ITEM 6.  SELECTED FINANCIAL
DATA.





This item
is not applicable.





ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.




Statements
used in this Form 10-K, in filings by the Company with the Securities and
Exchange Commission (the "SEC"), in the Company's press releases or other public
or stockholder communications, or made orally with the approval of an authorized
executive officer of the Company that utilize the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions
speaking to anticipated actions, results or projections in the future speak only
as of the date made, are based on certain assumptions and expectations which may
or may not be valid or actually occur, and which involve various risks and
uncertainties, scuh as those set forth above under “Risk
Factors”.  The Company cautions readers not to place undue reliance on
any such statements and that the Company's actual results for future periods
could differ materially from those anticipated or projected.





Unless
otherwise required by applicable law, the Company does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.





The
following discussion should be read in conjunction with our consolidated
financial statements and related notes included as part of this
report.





Management's Plan of
Operation





The
following discussion and analysis provides information which our management
believes to be relevant to an assessment and understanding of our results of
operations and financial condition. This discussion should be read together with
our financial statements and the notes to financial statements, which are
included in this report.





Overview




At
December 31, 2008, we were pursuing a business plan related to the Plastinum
Process described below and were considered to be in the development stage as
defined by SFAS No. 7, “Accounting and Reporting by
Development Stage Enterprises”. We own
and develop a patented proprietary plastic blending technology, whereby various
kinds of immiscible plastics can be mixed mechanically into a new polymer
compound. The uniqueness of this blending technology stems from its potential
cost-effective applications in many fields of the plastic industry, from the
recycling of mixed post-consumer plastic scrap to the creation of new thermo
plastic compounds.





The
Plastinum Process




We own
and develop a patented and proprietary plastic blending technology, whereby
various kinds of immiscible plastics can be mixed mechanically into a new
polymer compound. The uniqueness of this blending technology stems from its
potential cost-effective applications in many fields of the plastic industry,
from the recycling of mixed post-consumer plastic scrap to the creation of new
thermo plastic compounds.




16





Plastinum’s
mission is to commercialize the technology through application in the virgin
plastic markets (polymer alloys) and the plastic recycling sector (compounds
made from post-consumer mixed plastic scrap).





Plastinum
believes its patented proprietary process, the Plastinum technology, is capable
of producing homogeneous, commercially usable polymer products from mixed virgin
plastic and/or mixed scrap plastic without  the need of
compatibilizers.





We are
currently in the process of implementing our business plan and during October
2006 we opened a pilot plant in the EMMTEC Industry & Business Park, Emmen,
The Netherlands. This plant is our showcase for the recycling of the different
streams of total post consumer mixed plastic scrap, such as household waste and
WEEE (Waste Electrical & Electronics Equipment). We have taken steps to
change our previous pilot plant into our first commercial plant in Emmen, the
Netherlands, in order to meet the recent demand for our "Infymer" products from
WEEE as well as from household waste. Production of our recycled plastic
compounds has begun in order to deliver products in the Netherlands as well as
to meet the anticipated demand for our products in other countries based upon
numerous inquiries from potential customers.  However, no firm orders
for our products outside the Netherlands have been received to
date.





The
strategies for commercial implementation of the Plastinum technology range from
stand-alone plants, such as the plants described above, to units integrated
within an existing plastic processing facility, to leasing arrangements with
potential joint-venture partners.





We have
received our first orders from The Netherlands. Other materials have been
shipped to the Far East to enable various customers to continue testing our
materials.





We are
currently discussing various possibilities for the acquisition of source
materials with interested parties in the EU as well as in the U.S. and Asia. The
potential acquisition strategies would involve either profit sharing
collaboration or the straight purchase of source materials.





In the
EU, it is anticipated that source materials will be purchased from various
parties.  We have reached an exclusive agreement with one Dutch
company regarding household waste and we are currently discussing supply options
with various other waste processing companies.  These companies have
preliminarily indicated that they will assist in the organization of the supply
of scrap.





Plan
of Operation





Our plan
of operation for the twelve month period following December 31, 2008 is
to:





·
            Proceed
      with research and development for virgin market applications and the
      development of new virgin compounds.·
            Change
      our previous pilot plant into our first commercial plant in the EU,
      planned for the second half of 2009.·
            Enlarge
      our plant in the EU for the recycling of mixed plastic scrap from
      household waste to a processing capacity of 10,000 MT, planned for the
      first half of 2010.·
            Open
      a commercial recycling plant in the United States, planned for early 2010
      through a Joint-Venture or Licensing
operation.





We
currently have budgeted approximately $6,000,000 in cash expenditures for the
twelve month period following December 31, 2008, including (1) approximately
$2,000,000 to cover our projected general and administrative expense during this
period; (2) approximately $500,000 for research and development activities; (3)
approximately $2,500,000  for the necessary capital expenditure to
transform our Netherlands plant into a production facility; and (4)
approximately $1,000,000 for Working Capital needs at our Netherlands
plant.




17





From
November 2007 through July 2008, we sold $6,165,000 of securities through a
private placement of securities. On January 27, 2009, we sold and issued a
convertible promissory note in the principal amount of $1,000,000. We will need
to generate additional funds in order to execute our business plan, namely,
expansion through the set-up of two major recycling plants, of which one will be
in the Netherlands and one will be in the U.S. We are currently in the process
of evaluating our financing needs and exploring all available financing options
in order to fully implement our business plan, including, among others,
strategic partnerships with other business entities and debt financing.
Management is also attempting to secure ongoing revenue relationships for our
products. Should we not be able to obtain suitable financing for our business
plan, we may have to substantially curtail our proposed expansion.





On
February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the
“Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V.,
our indirect previously wholly-owned Dutch subsidiary (the “BV”), (ii) PPT
Holding B.V., our direct, wholly-owned Dutch subsidiary and the owner of our
interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv) N.V.
NOM,  Investerings- en ontwikkelingsmaatschappij voor Noord-Nederland,
a Dutch public limited company (“NOM”) with the State of the Netherlands
(Ministry of Economic Affairs) and the provinces of Groningen, Friesland and
Drenthe as its shareholders, NOM invested € 1,500,000 in the BV and in return
received preferential shares in the BV giving NOM a 49% share in the profits of
the BV.





Pursuant to the terms of
the Participation Agreement, (i) the preferential shares received by NOM are
entitled to cumulative annual 10% dividends, (ii) the preferential shares
received by NOM may be repurchased from NOM by the BV at any time for 150% of
the purchase price originally paid for the preferential shares by NOM and (iii)
if not repurchased by the BV by January 1, 2013, the preferential shares
received by NOM may be converted by NOM into 49% of the ordinary shares of the
BV.  The
Participation Agreement also provides for, among other things, (i) anti-dilution
protection for NOM, (ii) restrictions on transfer of shares in the BV, (iii)
provisions regarding the operation of the board of directors of the BV, (iv)
restrictions on dividend payments by the BV and (v) certain non-competition
provisions governing the BV and Jacques Mot.





Our
anticipated costs and projected completion dates described above are estimates
based upon our current business plan, known resources and market dynamics. Our
actual costs or actual project completion dates could vary materially from those
projected.  Our management team is continually re-evaluating our core
business plan as it relates to our monitoring products and identifying new
applications and markets for our technology.  We may at any time
decide to terminate our ongoing development plans with respect to products and
services if they are deemed to be impracticable or not to be commercially
viable.  Further changes to our current business plan could also
result, such as the acquisition of new products or services or the decision to
manufacture our own products, resulting in a change in our anticipated strategic
direction, investments, and expenditures.





Results
of Operations





Year
Ended December 31, 2008 Compared to the Year Ended December 31,
2007





Operating
losses increased from $2,630,936 in 2007 to $5,716,545 in 2008. The increase of
$3,085,609 was the result of an increase of $2,472,323 in general and
administrative expenses, from $1,602,867 in 2007 to $4,075,190 in 2008, and an
increase in research and development expenses of $638,370, from $1,028,069 in
2007 to $1,666,439 in 2008, partially offset by revenue of $25,084 in 2008 from
the initial sale of our products. The primary components of our general and
administrative expenses for each of the years are compensation expense,
consulting and professional fees, rent and travel expenses. Our general and
administrative and research and development expenses have increased as we have
raised capital, continued the development of the Plastinum technology and
position ourselves to become a revenue generating company.




18





During 2008 and 2007 we received
approximately $3,869,000 and $3,566,000, respectively, in proceeds from the sale
of preferred stock and from the exercise of warrants. The additional working
capital has enabled us to expand our operations, partially implement our
business plan, improve our products for market and proceed to develop additional
products and processes. This has resulted in the increases in expenses
enumerated above. Specifically, in the research area, we have been able to
increase our research and development personnel, engage research consultants and
operate our pilot plant, changing over to a commercial plant. In the
administrative area, we have increased personnel to build a corporate
infrastructure and have incurred increased travel and marketing expenses as we
have raised capital and promoted our planned future products. We have also
increased our administrative equity based compensation during the
period.





Liquidity and Capital
Resources





As of
December 31, 2008 we had a working capital deficit of $739,181. For the year
ended December 31, 2008, net cash used by operating activities was $3,569,512,
resulting primarily from a loss of $5,783,411 partially offset by a non-cash
charge of $881,538 for stock based compensation and an increase in accounts
payable and accrued expenses of $829,296 and an increase in unearned subsidies
of $524,572.





During
2008, we received $4,060,000 in proceeds from the sale of 40,600 shares of our
Series B-1 Redeemable Convertible Preferred Stock at a price of $100 per share.
Of this amount $1,400,000 was received in March and April and $2,660,000 was
received in July. We incurred costs of $191,359 related to the sale of the
preferred stock. The purchasers also received warrants, exercisable for a five
year period, to purchase an aggregate of 3,205,263 shares of our common stock at
an initial exercise price of $0.57 per share of common stock. During August of
2008 we paid $142,228 of accrued preferred dividends in cash.





During
2008, we repaid $466,549 of net working capital advances received from Mr.
Jacques Mot, our president and CEO, to fund operations. As of December 31, 2008,
the amount of net unrepaid advances received from Mr. Mot aggregated $25,890.
The advances are non-interest bearing.





As of
December 31, 2007 we had working capital of $99,884. For the year ended December
31, 2007, net cash used by operating activities was $2,659,346, resulting
primarily from a loss of $2,696,030.





During
2007, we received $1,581,151 in proceeds from the exercise of warrants to
purchase 4,257,512 shares of our common stock.





During
2007, we received $34,719 in net working capital advances from Mr. Mot to fund
operations. As of December 31, 2007, the amount of net unrepaid advances
received from Mr. Mot aggregated $492,439. The advances are non-interest
bearing





During
November and December 2007, we received $2,105,000 in proceeds from the sale of
21,050 shares of our Series B-1 Redeemable Convertible Preferred Stock at a
price of $100 per share. The purchasers also received warrants, exercisable for
a five year period, to purchase an aggregate of 1,661,842 shares of our common
stock at an initial exercise price of $0.57 per share of common
stock.





The
Series B-1 Preferred Stock is convertible into shares of Common Stock at an
initial conversion price of $0.38 per share, subject to adjustment for customary
anti-dilution provisions. The Series B-1 Preferred Stock accrues dividends at an
annual rate of the Wall Street Journal Prime Rate then in effect, but not less
than 8% or greater than 10% per year, payable quarterly, either in cash or, at
our election, shares of capital stock.





Pursuant
to the Purchase Agreement, each purchaser of Series B-1 Preferred Stock also
received a Warrant (collectively, the “Warrants”), exercisable for a five year
period to purchase shares of Common Stock in an amount up to 30% of the shares
of Common Stock into which the Series B-1 Preferred Stock purchased by such
Investor may be exercised at an initial exercise price of $0.57 per share of
Common Stock.




19





In
connection with the Purchase Agreement, we also entered into a Registration
Rights Agreement pursuant to which we are obligated to register for resale under
the Securities Act the shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock and exercise of the Warrants within ninety days of
the Closing under the Purchase Agreement.





We have
made payments on behalf of NGH, primarily for the payment of professional fees
incurred by NGH and certain NGH accounts payable. These advances have no stated
maturity date and bear no interest. We expected that the advances would
ultimately be repaid upon NGH’s acquisition of, or merger with, a company which
desires to establish a public trading market for its shares though no material
discussions had been had with respect to any potential business combination. Our
president and chief executive officer, Jacques Mot, is the principal stockholder
of NGH and Mr. Mot has indicated that he will ultimately ensure repayment of the
advances. Mot has repaid the advances, aggregating $271,522, during the fourth
quarter of 2008 through a reduction of accrued compensation due to
him.





Our
current funding has enabled us to open the pilot plant, continue our research
and development activities and position ourselves to become a revenue generating
company. We anticipate that financing our full long-term business plan will
require $2,500,000 for the transformation and expansion of the Netherlands
plant, and $3,500,000 for working capital needs. From November 2007 through July
2008, we sold $6,165,000 of securities through a private placement of
securities. On January 27, 2009, we sold and issued a convertible promissory
note in the principal amount of $1,000,000. We will need to generate additional
funds in order to execute our business plan, namely, expansion through the
set-up of two major recycling plants, of which one will be in the Netherlands
and one will be in the U.S. We are currently in the process of evaluating our
financing needs and exploring all available financing options in order to fully
implement our business plan, including, among others, strategic partnerships
with other business entities and debt financing. Management is also attempting
to secure ongoing revenue relationships for our products. Should we not be able
to obtain suitable financing for our business plan, we may have to substantially
curtail our proposed expansion.





On
February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the
“Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V.,
our indirect previously wholly-owned Dutch subsidiary (the “BV”), (ii) PPT
Holding B.V., our direct, wholly-owned Dutch subsidiary and the owner of our
interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv) N.V.
NOM,  Investerings- en ontwikkelingsmaatschappij voor Noord-Nederland,
a Dutch public limited company (“NOM”) with the State of the Netherlands
(Ministry of Economic Affairs) and the provinces of Groningen, Friesland and
Drenthe as its shareholders, NOM invested € 1,500,000 in the BV and in return
received preferential shares in the BV giving NOM a 49% share in the profits of
the BV.





In
addition to the need for substantial capital in order to implement our business
plan and expansion, we currently do not have sufficient capital resources to
meet projected cash flow deficits for ongoing operations and we will need
additional capital to continue our operations. We will endeavor to raise funds
through the sale of equity shares, debt financing and revenues from operations.
If we are unable to raise additional capital through debt or equity financings,
on terms acceptable to us, and are not successful in generating sufficient
liquidity from operations, then this lack of financing would have a material
adverse effect on our business, results of operations, liquidity and financial
condition.





There can
be no assurance that we will generate revenues from operations or obtain
sufficient capital on acceptable terms, if at all. Failure to obtain such
capital or generate such operating revenues would have a material adverse effect
on our financial position and results of operations and our ability to continue
as a going concern. Our operating and capital requirements during the next
fiscal year and thereafter will vary based on a number of factors, including the
level of sales and marketing activities for our plastic services and products.
There can be no assurance that additional private or public financings including
debt or equity financing, will be available as needed, or, if available, on
terms favorable to us. Furthermore, debt financing, if available, will require
payment of interest and may involve restrictive covenants that could impose
limitations on our operating flexibility. Our failure to successfully obtain
additional future funding may jeopardize our ability to continue our business
and operations. Any additional equity financing may be dilutive to stockholders
and such additional equity securities may have rights, preferences or privileges
that are senior to those of our existing common stock.




20





Our
registered independent certified public accountants have stated in their report,
dated March 31,
2009, that the Company's recurring losses raise substantial doubt about
the Company's ability to continue as a going concern.





Off Balance Sheet
Arrangements





We do not
have any off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.





Inflation





We
believe that inflation has not had a material effect on our operations to
date.





Critical Accounting Policies
and Estimates





Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operation is based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States of America.  The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect our
reported assets, liabilities, revenues, and expenses, and the disclosure of
contingent assets and liabilities. We base our estimates and judgments on
historical experience and on various other assumptions we believe to be
reasonable under the circumstances. Future events, however, may differ markedly
from our current expectations and assumptions. While there are a number of
significant accounting policies affecting our consolidated financial statements;
we believe the following critical accounting policies and pronouncements involve
the most complex, difficult and subjective estimates and judgments:





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying disclosures. Although these estimates are based on management's
best knowledge of current events and actions the Company may undertake in the
future, actual results may differ from those estimates.





Stock
Based Compensation





On
January 1, 2006, we adopted the fair value recognition provisions of SFAS No.
123(R), “Accounting for
Stock-Based Compensation” , to account for compensation costs under our
stock option plans. We previously utilized the intrinsic value method under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (as amended).





In
adopting SFAS No. 123(R), we elected to use the modified prospective method to
account for the transition from the intrinsic value method to the fair value
recognition method. Under the modified prospective method, compensation cost is
recognized from the adoption date forward for all new stock options granted and
for any outstanding unvested awards as if the fair value method had been applied
to those awards as of the date of grant. We had no outstanding unvested awards
at the adoption date and we had no outstanding unvested awards during the 2007
comparative period.





We use
the fair value method for equity instruments granted to non-employees (if any)
and will use the Black- Scholes model for measuring the fair value of options,
if issued.  The stock based fair value compensation is determined as
of the date of the grant or the date at which the performance of the services is
completed (measurement date) and is recognized over the vesting
periods.




21





Foreign
Currency Translation





The
Company translates the foreign currency financial statements of its foreign
subsidiaries in accordance with the requirements of Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at current exchange rates, and related revenue and
expenses are translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a separate component in
stockholders' equity. Foreign currency transaction gains and losses are included
in the statement of income.





Going
Concern





We have
not generated significant revenue since the date of our inception and, at
present, we have insufficient capital on hand to fund our planned operations
through 2009. The foregoing matters raise substantial doubt about our ability to
continue as a going concern.





Recent
Accounting Pronouncements





For
information regarding recent accounting pronouncements and their effect on the
Company, see “Recent Accounting Pronouncements” in Note A of the Notes to
Consolidated Financial Statements contained herein.





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK





This item
is not applicable.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The following financial statements are
included herewith: the Company's audited Financial Statements as of and for the
fiscal years ended December 31, 2008 and December 31,
2007.


22






PLASTINUM
POLYMER TECHNOLOGIES CORP.




INDEX TO
FINANCIAL STATEMENTS




For the Fiscal Years Ended December 31, 2008 and
      2007
                  
                  PageReport
      of Independent Registered Public Accounting Firm
                  
                  F-2Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                  
                  F-3Consolidated
      Statements of Losses for the Years ended December 31, 2008 and 2007 and
      for the period from April 7, 2003 to December 31, 2008
                  
                  F-4Consolidated
      Statements of Deficiency in Stockholders’ Equity for the Years ended
      December 31, 2008
                  
                  F-5Consolidated
      Statements of Cash Flows for Years ended December 31, 2008 and 2007 and
      for the period from April 7, 2003 to December 31, 2008
                  
                  F-6Notes
      to Consolidated Financial Statements
                  
                  F-7





F-1


REPORT
OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM




Board of
Directors
 Plastinum
Polymer Technologies Corp.
 Los
Angeles, California
 
 We have
audited the accompanying balance sheets of Plastinum Polymer Technologies Corp.,
a development stage company, as of December 31, 2008 and 2007, and the related
statements of losses, deficiency in stockholders' equity, and cash flows
for each of the two years in the period ended December 31, 2008 and the period
April 7, 2003 (date of inception) through December 31, 2008. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the financial statements based upon
our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Plastinum Polymer Technologies
Corp., a development stage company, at December 31, 2008 and 2007 and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 2008 and the period April 7, 2003 (date of inception)
through December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A, the Company has a
generated negative cash outflows from operating activities, experienced
recurring net operating losses, and is dependent on securing additional equity
and debt financing to support its business efforts. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are described in Note A. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/
      RBSM LLPRBSM
      LLPNew York, New York
                  March
      31, 2009




F-2




PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2008 AND 2007
 2008
                                      
                                      
                                      2007AssetsCurrent
      assets:Cash
                                      
                                      $
                                      134,554
                                      
                                      
                                      $
                                      925,000Accounts
      receivable
                                      
                                      
                                      32,125
                                      
                                      
                                      
                                      -Prepaid
      expense
                                      
                                      
                                      23,407
                                      
                                      
                                      
                                      3,465Value
      added tax refunds receivable
                                      
                                      
                                      63,213
                                      
                                      
                                      
                                      78,064Total
      current assets
                                      
                                      
                                      253,299
                                      
                                      
                                      
                                      1,006,529Equipment,
      net
                                      
                                      
                                      352,391
                                      
                                      
                                      
                                      7,208Security
      deposit
                                      
                                      
                                      16,031
                                      
                                      
                                      
                                      -Advances
      receivable - former parent
                                      
                                      
                                      -
                                      
                                      
                                      
                                      192,042Total
      assets
                                      
                                      $
                                      621,721
                                      
                                      
                                      $
                                      1,205,779Liabilities
      and deficiency in stockholders' equityCurrent
      liabilities:Accounts
      payable
                                      
                                      $
                                      485,366
                                      
                                      
                                      $
                                      235,028Accrued
      salary
                                      
                                      
                                      381,936
                                      
                                      
                                      
                                      120,000Accrued
      interest
                                      
                                      
                                      99,288
                                      
                                      
                                      
                                      59,178Due
      to stockholder
                                      
                                      
                                      25,890
                                      
                                      
                                      
                                      492,439Total
      current liabilities
                                      
                                      
                                      992,480
                                      
                                      
                                      
                                      906,645Unearned
      subsidies received
                                      
                                      
                                      524,572
                                      
                                      
                                      
                                      -Bank
      guarantee payable
                                      
                                      
                                      16,031
                                      
                                      
                                      
                                      -Convertible
      notes payable, net of discount of $44,796 and
      $77,920
                                      
                                      
                                      455,204
                                      
                                      
                                      
                                      422,080Total
      liabilities
                                      
                                      
                                      1,988,287
                                      
                                      
                                      
                                      1,328,725Redeemable
      preferred stock, Series B; par value $.01 per share; 120,000 shares
      authorized,61,650 and 21,050 shares issued and outstanding,
      respectively, net (Face value $6,165,000 and $2,105,000,
      respectively)
                                      
                                      
                                      5,636,661
                                      
                                      
                                      
                                      1,523,597Deficiency
      in stockholders' equity:Preferred
      stock, undesignated, par value $.01 per share; 9,880,000 shares
      authorized,no shares issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common  stock, par
      value $.01 per share; 250,000,000 shares authorized, 97,078,350 and
      96,953,722 shares issued and outstanding,
      respectively
                                      
                                      
                                      970,784
                                      
                                      
                                      
                                      969,537Additional
      paid-in capital
                                      
                                      
                                      9,965,027
                                      
                                      
                                      
                                      9,465,997Other
      comprehensive income
                                      
                                      
                                      (126,046
                                      )
                                      
                                      
                                      (52,496
                                      )Accumulated
      deficit prior to development stage
                                      
                                      
                                      (4,221,982
                                      )
                                      
                                      
                                      (4,221,982
                                      )Deficit
      accumulated during the development stage
                                      
                                      
                                      (13,591,010
                                      )
                                      
                                      
                                      (7,807,599
                                      )Total
      deficiency in stockholders' equity
                                      
                                      
                                      (7,003,227
                                      )
                                      
                                      
                                      (1,646,543
                                      )Total
      liabilities and deficiency in stockholders' equity
                                      
                                      $
                                      621,721
                                      
                                      
                                      $
                                      1,205,779
  See
accompanying notes to these  consolidated financial
statements.
  F-3




PLASTINUM
POLYMER TECHNOLOGIES CORP.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF LOSSES





Cumulative
      Periodfrom
      April 7, 2003(date
      of inception asa
      development stageenterprise)
      toYears
      ended December 31,
                        
                        
                        December
      31,2008
                        
                        
                        2007
                        
                        
                        2008Revenue
                        
                        $
                        25,084
                        
                        
                        $
                        -
                        
                        
                        $
                        25,084Operating
      expenses:General
      and administrative expenses
                        
                        $
                        4,075,190
                        
                        
                        $
                        1,602,867
                        
                        
                        $
                        9,140,549Research
      and development
                        
                        
                        1,666,439
                        
                        
                        
                        1,028,069
                        
                        
                        
                        4,308,553Total
      operating expenses
                        
                        
                        5,741,629
                        
                        
                        
                        2,630,936
                        
                        
                        
                        13,449,102Loss
      from operations
                        
                        
                        (5,716,545
                        )
                        
                        
                        (2,630,936
                        )
                        
                        
                        (13,424,018
                        )Interest
      expense, net
                        
                        
                        (66,866
                        )
                        
                        
                        (65,094
                        )
                        
                        
                        (166,992
                        )Loss
      before provision for income taxes
                        
                        
                        (5,783,411
                        )
                        
                        
                        (2,696,030
                        )
                        
                        
                        (13,591,010
                        )Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      loss
                        
                        
                        (5,783,411
                        )
                        
                        
                        (2,696,030
                        )
                        
                        
                        (13,591,010
                        )Accretion
      of preferred dividends and discount
                        
                        
                        (652,384
                        )
                        
                        
                        (56,034
                        )
                        
                        
                        (708,418
                        )Net
      loss attributable to common shareholders
                        
                        $
                        (6,435,795
                        )
                        
                        $
                        (2,752,064
                        )
                        
                        $
                        (14,299,428
                        )Net
      loss per common share, basic and diluted
                        
                        $
                        (0.07
                        )
                        
                        $
                        (0.03
                        )Weighted
      average shares outstanding
                        
                        
                        97,014,786
                        
                        
                        
                        88,024,357Comprehensive
      loss:Net
      loss
                        
                        $
                        (5,783,411
                        )
                        
                        $
                        (2,696,030
                        )Foreign
      currency translation loss
                        
                        
                        (73,550
                        )
                        
                        
                        (48,166
                        )Comprehensive
      loss
                        
                        $
                        (5,856,961
                        )
                        
                        $
                        (2,744,196
                        )





See
accompanying notes to these consolidated financial statements.




F-4


PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
  Accumulated
      DeficitAdditional
                  
                  
                  Prior
      to
                  
                  
                  During
                  
                  
                  OtherCommon
      Stock
                  
                  
                  Common
      Stock to be Issued
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  Development
                  
                  
                  Comprehensive
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  Stage
                  
                  
                  Income
                  
                  
                  DeficiencyBalance,
      December 31, 2002
                  
                  
                  49,998,260
                  
                  
                  $
                  499,983
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  3,829,789
                  
                  
                  $
                  (4,196,122
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  133,650Net
      loss from January 1, 2003 to April 7, 2003
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (25,860
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (25,860
                  )Balance,
      April 7, 2003
                  
                  
                  49,998,260
                  
                  
                  
                  499,983
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,829,789
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  107,790Contribution
      of capital by parent
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,300
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,300Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (101,880
                  )
                  
                  
                  -
                  
                  
                  
                  (101,880
                  )Balance,
      December 31, 2003
                  
                  
                  49,998,260
                  
                  
                  
                  499,983
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,854,089
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  (101,880
                  )
                  
                  
                  -
                  
                  
                  
                  30,210Contribution
      of capital by parent
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  488,427
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  488,427Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (518,637
                  )
                  
                  
                  -
                  
                  
                  
                  (518,637
                  )Balance,
      December 31, 2004
                  
                  
                  49,998,260
                  
                  
                  
                  499,983
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,342,516
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  (620,517
                  )
                  
                  
                  -
                  
                  
                  
                  -Contribution
      of capital by parent
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,522,334
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,522,334Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,522,334
                  )
                  
                  
                  -
                  
                  
                  
                  (2,522,334
                  )Balance,
      December 31, 2005
                  
                  
                  49,998,260
                  
                  
                  
                  499,983
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,864,850
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  (3,142,851
                  )
                  
                  
                  -
                  
                  
                  
                  -Contribution
      of capital by parent
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,375
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,375Exercise
      of warrants, May 24, 2006
                  
                  
                  1,430,000
                  
                  
                  
                  14,300
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  486,200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500,500Issuance
      of stock for parent liabilitiesliabilities,
      June and August, 2006
                  
                  
                  1,985,584
                  
                  
                  
                  19,856
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (19,856
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  240,268
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  240,268Warrants
      issued with convertible notes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  126,700
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  126,700Currency
      translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,330
                  )
                  
                  
                  (4,330
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,968,718
                  )
                  
                  
                  -
                  
                  
                  
                  (1,968,718
                  )Balance,
      December 31, 2006
                  
                  
                  53,413,844
                  
                  
                  
                  534,139
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,730,537
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  (5,111,569
                  )
                  
                  
                  (4,330
                  )
                  
                  
                  (1,073,205
                  )Exercise
      of warrants, February 9, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,020
                  
                  
                  
                  500
                  
                  
                  
                  17,007
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  17,507Issuance
      of shares upon conversion of former parent preferred stock- issued
      pursuant to spin off, March 6, 2007
                  
                  
                  38,672,076
                  
                  
                  
                  386,720
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (386,720
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Exercise
      of warrants, March 9, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  360,000
                  
                  
                  
                  3,600
                  
                  
                  
                  122,400
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  126,000Exercise
      of warrants, March 14, 2007
                  
                  
                  600,000
                  
                  
                  
                  6,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  294,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  300,000Exercise
      of warrants, April - June, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,853,203
                  
                  
                  
                  18,532
                  
                  
                  
                  631,081
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  649,613Cashless
      exercise of warrants, June, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,600
                  
                  
                  
                  306
                  
                  
                  
                  (306
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Shares
      physically issued, August, 2007
                  
                  
                  2,293,823
                  
                  
                  
                  22,938
                  
                  
                  
                  (2,293,823
                  )
                  
                  
                  (22,938
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Exercise
      of warrants, August, 2007
                  
                  
                  1,079,289
                  
                  
                  
                  10,793
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  366,958
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  377,751Cashless
      exercise of warrants, August, 2007
                  
                  
                  254,881
                  
                  
                  
                  2,549
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,549
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Shares
      issued pursuant to spin off
                  
                  
                  68,851
                  
                  
                  
                  688
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (688
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Shares
      issued for services
                  
                  
                  27,072
                  
                  
                  
                  271
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,149
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,420Exercise
      of warrants, October and November, 2007
                  
                  
                  315,000
                  
                  
                  
                  3,150
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  107,130
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  110,280Cashless
      exercise of warrants, November, 2007
                  
                  
                  228,886
                  
                  
                  
                  2,289
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,289
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Warrants
      issued with redeemable convertible preferred stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  208,462
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  208,462Beneficial conversion
      feature of redeemable convertible
      preferred stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  308,725
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  308,725Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  120,134
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  120,134Accretion
      of preferred discount
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (31,502
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (31,502
                  )Accretion
      of preferred dividends
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (24,532
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (24,532
                  )Currency
      translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (48,166
                  )
                  
                  
                  (48,166
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,696,030
                  )
                  
                  
                  -
                  
                  
                  
                  (2,696,030
                  )Balance,
      December 31, 2007
                  
                  
                  96,953,722
                  
                  
                  
                  969,537
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,465,997
                  
                  
                  
                  (4,221,982
                  )
                  
                  
                  (7,807,599
                  )
                  
                  
                  (52,496
                  )
                  
                  
                  (1,646,543
                  )Shares
      issued for services
                  
                  
                  85,918
                  
                  
                  
                  860
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,130
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,990Cashless
      exercise of warrants, March 30, 2008
                  
                  
                  38,710
                  
                  
                  
                  387
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (387
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Warrants
      issued with redeemable convertible preferred stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  263,452
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  263,452Beneficial
      conversion feature of redeemable convertible preferred
    stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,281
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,281Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  871,938
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  871,938Accretion
      of preferred discount
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (314,414
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (314,414
                  )Accretion
      of preferred dividends
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (337,970
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (337,970
                  )Currency
      translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (73,550
                  )
                  
                  
                  (73,550
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,783,411
                  )
                  
                  
                  -
                  
                  
                  
                  (5,783,411
                  )Balance,
      December 31, 2008
                  
                  
                  97,078,350
                  
                  
                  $
                  970,784
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  9,965,027
                  
                  
                  $
                  (4,221,982
                  )
                  
                  $
                  (13,591,010
                  )
                  
                  $
                  (126,046
                  )
                  
                  $
                  (7,003,227
                  )
    F-5


PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
  Cumulative Periodfrom April 7, 2003(date of inception asa development stageenterprise) toYears ended December 31,
                    
                    
                    December 31,2008
                    
                    
                    2007
                    
                    
                    2008Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (5,783,411
                    )
                    
                    $
                    (2,696,030
                    )
                    
                    $
                    (13,591,010
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      based compensation
                    
                    
                    881,538
                    
                    
                    
                    128,554
                    
                    
                    
                    1,250,360Amortization
      of debt discount
                    
                    
                    33,124
                    
                    
                    
                    33,033
                    
                    
                    
                    81,904Net
      expenses paid by parent
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,067,436Depreciation
      and amortization
                    
                    
                    62,065
                    
                    
                    
                    313
                    
                    
                    
                    170,168Increase
      in accounts receivable
                    
                    
                    (32,125
                    )
                    
                    
                    -
                    
                    
                    
                    (32,125
                    )Decrease
      (increase) in value added tax refund receivable
                    
                    
                    14,851
                    
                    
                    
                    (78,064
                    )
                    
                    
                    (63,213
                    )Increase
      in prepaid expense
                    
                    
                    (19,942
                    )
                    
                    
                    (3,465
                    )
                    
                    
                    (23,407
                    )Increase
      in advance receivable
                    
                    
                    (79,480
                    )
                    
                    
                    (183,588
                    )
                    
                    
                    (271,522
                    )Increase
      in accounts payable and accrued expenses
                    
                    
                    829,296
                    
                    
                    
                    139,901
                    
                    
                    
                    1,243,502Increase
      in unearned subsidies
                    
                    
                    524,572
                    
                    
                    
                    -
                    
                    
                    
                    524,572Cash
      used in operating activities
                    
                    
                    (3,569,512
                    )
                    
                    
                    (2,659,346
                    )
                    
                    
                    (7,643,335
                    )Cash
      flows from investing activitiesPurchase
      of equipment
                    
                    
                    (407,248
                    )
                    
                    
                    (7,521
                    )
                    
                    
                    (414,769
                    )Cash
      used in investing activities
                    
                    
                    (407,248
                    )
                    
                    
                    (7,521
                    )
                    
                    
                    (414,769
                    )Cash
      flows from financing activitiesProceeds
      from exercise of warrants
                    
                    
                    -
                    
                    
                    
                    1,581,151
                    
                    
                    
                    2,081,651Proceeds
      from sale of redeemable preferred stock
                    
                    
                    4,060,000
                    
                    
                    
                    1,984,750
                    
                    
                    
                    6,044,750Cost
      of sale of redeemable preferred stock
                    
                    
                    (191,359
                    )
                    
                    
                    -
                    
                    
                    
                    (191,359
                    )Payment
      of dividends on redeemable preferred stock
                    
                    
                    (142,228
                    )
                    
                    
                    -
                    
                    
                    
                    (142,228
                    )Proceeds
      from sale of convertible notes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    500,000(Repayments)
      advances from stockholder
                    
                    
                    (466,549
                    )
                    
                    
                    34,719
                    
                    
                    
                    25,890Cash
      provided by financing activities
                    
                    
                    3,259,864
                    
                    
                    
                    3,600,620
                    
                    
                    
                    8,318,704Effect
      of exchange rate changes on cash
                    
                    
                    (73,550
                    )
                    
                    
                    (48,166
                    )
                    
                    
                    (126,046
                    )Net
      (decrease) increase in cash
                    
                    
                    (790,446
                    )
                    
                    
                    885,587
                    
                    
                    
                    134,554Cash,
      beginning of period
                    
                    
                    925,000
                    
                    
                    
                    39,413
                    
                    
                    
                    -Cash,
      end of period
                    
                    $
                    134,554
                    
                    
                    $
                    925,000
                    
                    
                    $
                    134,554Supplemental
      disclosure of non-cash financing activities:Accrued
      liabilities settled in common stock
                    
                    $
                    5,390
                    
                    
                    $
                    3,290Value
      attributed to warrants issued with redeemable preferred
    stock
                    
                    
                    263,452
                    
                    
                    
                    208,462Beneficial
      conversion feature of redeemable preferred stock
                    
                    
                    2,281
                    
                    
                    
                    308,725Accretion
      of discount on redeemable preferred stock
                    
                    
                    314,414
                    
                    
                    
                    31,502Accretion
      of dividend on redeemable preferred stock
                    
                    
                    337,970
                    
                    
                    
                    24,532Security
      deposit guarantee provided by bank
                    
                    
                    16,031
                    
                    
                    
                    -
    F-6


PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
  NOTE
A - SUMMARY OF ACCOUNTING POLICIES
 
 A summary
of the significant accounting policies applied in the preparation of the
accompanying consolidated financial statements follows.
 
 Business
 
 Plastinum
Polymer Technologies Corp. (“we”, “us”, “our company “, “our”,   “Plastinum” or the “Company”
) (formerly Plastinum Corp.) was formed under the laws of the State of Delaware
in 2000. We are a development stage company, as defined by Statement of
Financial Accounting Standards (“SFAS”) No. 7, and we own and develop a patented
and proprietary plastic blending technology whereby various kinds of immiscible
plastics can be mixed mechanically into a new polymer compound. The technology
is being marketed worldwide. During the fourth quarter the Company has received
a test order for its Infinymer NSL, to a customer in Asia.
 
 Through
December 31, 2008, we have generated minimal sales revenues, have incurred
significant expenses and have sustained losses. Consequently, our operations are
subject to all the risks inherent in the establishment of a new business
enterprise. For the period from entering the development stage on April 7, 2003
through December 31, 2008, we have accumulated losses of
$13,591,010.
 
 We
were a wholly owned subsidiary of New Generation Holdings, Inc. (“NGH”)
through May 24, 2006, and NGH owned approximately 94% of our common stock until
February 20, 2007, at which time NGH effected a pro rata distribution of our
common stock (commonly referred to as a “spin off”), pursuant to which each
stockholder of NGH received one share of our common stock for each share of NGH
owned by such stockholder.
 
 The
consolidated financial statements include the accounts of Plastinum and its
wholly owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in the consolidated financial
statement.
 
 Going
Concern
 
 The
financial statements have been prepared on a going concern basis and do not
reflect any adjustments related to the uncertainty surrounding our recurring
losses or accumulated deficit.
 
 We have
had substantial net losses of $5,783,411 and $2,696,030 for the years ended
December 31, 2008 and 2007, respectively, and have a working capital deficit of
$739,181 at December 31, 2008. These factors raise substantial doubt about our
ability to continue as a going concern.
  We are
currently developing a proprietary technology designed to process and blend two
or more discrete plastic polymers. The technology is being marketed
worldwide.
 
 The
continuation of the Company as a going concern is dependent on our ability to
develop revenues and finance our business plan, including among other
possibilities, by obtaining financing from outside sources and/or entering into
strategic partnerships. From November 2007 through July 2008, we sold $6,165,000
of securities through a private placement of securities. We will need to
generate additional funds in order to execute our business plan, namely,
expansion through the set-up of two major eScrap Recycling plants, of which one
will be in the Netherlands and one will be in the U.S., as well as establishing
a mixed plastic household waste recycling line with a capacity of 10,000 MT
annually.  We are currently in the process of evaluating our financing
needs and exploring all available financing options in order to fully implement
our business plan, including, among others, strategic partnerships with other
business entities and debt financing. Management is also attempting to secure
ongoing revenue relationships for our products.
 
 Should we
be unable to develop revenues or obtain necessary financing, we may have to
curtail our operations, which may have a material adverse effect on our
financial position and results of operations and our ability to continue as a
going concern.
  F-7
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying disclosures. Although these estimates are based on management's
best knowledge of current events and actions the Company may undertake in the
future, actual results may differ from those estimates.
  Product
Development Costs
 
 Product
development costs include expenses incurred by the Company for research, design
and development of our proprietary technology and are charged to operations as
incurred.
  Plastinum
incurred research and development expenses of $1,666,439, $1,028,069 and
$4,308,553 for the years ended December 31, 2008 and 2007, and from April 7,
2003 (date of inception of development stage) through December 31, 2008,
respectively.
 
 Liquidity
  As shown
in the accompanying financial statements, we incurred net losses of $5,783,411
and $2,696,030 for the years ended December 31, 2008 and 2007, respectively. For
the period from inception of development stage through December 31, 2008, we
have accumulated losses of $13,591,010. Consequently, our operations are subject
to all risks inherent in the establishment of a new business
enterprise.
  Cash
Equivalents
  For
purposes of the statements of cash flows, we consider all highly liquid debt
instruments purchased with a maturity date of three months or less to be cash
equivalents. We maintain our cash in bank deposit accounts which, at times, may
exceed insured limits. We have not experienced any losses in our
accounts.
  Comprehensive
Income
  SFAS 130,
“Reporting Comprehensive Income,” establishes standards for the reporting and
displaying of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. Among other
disclosures, SFAS 130 requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income includes gains and losses on
foreign currency translation adjustments and is included as a component of
stockholders' equity.
 
 Foreign
Currency Translation
 
 The
Company translates the foreign currency financial statements of its foreign
subsidiaries in accordance with the requirements of SFAS No. 52, "Foreign
Currency Translation." Assets and liabilities are translated at current exchange
rates, and related revenue and expenses are translated at average exchange rates
in effect during the period. Resulting translation adjustments are recorded as a
separate component in stockholders' equity. Foreign currency transaction gains
and losses are included in the statement of income.
 
 Concentrations
of Credit Risk
 
 Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents.
The Company places its cash and temporary cash investments with credit quality
institutions. At times, such investments may be in excess of applicable
government mandated insurance limits.
   F-8
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 Fair
Value of Financial Instruments
 
 SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure of the fair value of certain financial instruments. The carrying
value of cash and cash equivalents, accounts payable and short-term borrowings,
as reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
 
 Loss
Per Share
 
 We use
SFAS No. 128, “Earnings Per Share” for calculating the basic and diluted
loss per share. We compute basic loss per share by dividing net loss and net
loss attributable to common shareholders by the weighted average number of
common shares outstanding. Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
shares had been issued and if the additional shares were dilutive. Common
equivalent shares are excluded from the computation of net loss per share if
their effect is anti-dilutive. There were 46,557,673 common share equivalents at
December 31, 2008 and 31,332,650 at December 31, 2007. For the years ended
December 31, 2008 and 2007, these potential shares were excluded from the shares
used to calculate diluted earnings per share as their inclusion would reduce net
loss per share.
  Stock-Based
Compensation
  We
account for our share-based compensation under the provisions of FASB Statement
No. 123(R), “Share-Based Payment”, (“FAS 123R”). We adopted FAS 123R as of
January 1, 2006, using the modified prospective application method. We did not
have any unvested amounts of stock based compensation grants issued and
outstanding at the date of implementation.
 
 Property
and Equipment
  We record
our equipment at historical cost. We expense maintenance and repairs as
incurred. Depreciation is provided for by the straight-line method over three to
five years, the estimated useful lives of the property and
equipment.
 
 Advances
Receivable – Former Parent
 
 Advances
receivable – former parent represent amounts advanced on behalf of NGH,
primarily for the payment of professional fees incurred by NGH and certain NGH
accounts payable. These advances have no stated maturity date and bear no
interest. We expect that the advances will ultimately be repaid upon NGH’s
acquisition of, or merger with, a company which desires to establish a public
trading market for its shares though no material discussions have yet been had
with respect to any potential business combination. Our president and chief
executive officer, Jacques Mot, is the principal stockholder of NGH and Mr. Mot
has repaid the advances, aggregating $271,522, during the fourth quarter of 2008
through a reduction of accrued compensation due to him.
 
 Income
Taxes
 
 We have
adopted the provisions of SFAS No. 109 "Accounting for Income Taxes"("SFAS
109"). SFAS 109 requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. The
Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. A valuation
allowance is recorded to reduce a deferred tax asset to that portion that is
expected to more likely than not be realized.
  In July
2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
recognition threshold and measurement of a tax position taken on a tax return.
FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48
also requires expanded disclosure with respect to the uncertainty in income
taxes.
  F-9
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No.157, Fair Value Measurements
(“SFAS 157”).  SFAS 157 defines fair value to be the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and emphasizes
that fair value is a market-based measurement, not an entity-specific
measurement.  It establishes a fair value hierarchy and expands disclosures
about fair value measurements in both interim and annual periods. SFAS 157 is
effective for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years.  The Company adopted SFAS 157 on January 1, 2008
which did not have a material impact on its consolidated financial position and
results of operations. The Company also adopted the deferral provisions of the
Financial Accounting Standards Board Staff Position No. 157-2, which delays
the effective date of SFAS No. 157 for all nonrecurring fair value
measurements of non-financial assets and liabilities until fiscal years
beginning after November 15, 2008.
 
 Fair
value is defined as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.  SFAS No. 157 also
expands disclosures about instruments measured at fair value and establishes a
fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value.  The standard describes three levels of inputs that may be used to
measure fair value:
  Level 1 —
Quoted prices for identical assets and liabilities in active
markets;
 
 Level 2 —
Quoted prices for similar assets and liabilities in active markets; quoted
prices for identical or similar assets and liabilities in markets that are not
active; and model-derived valuations in which all significant inputs and
significant value drivers are observable  in active markets;
and
  Level 3 —
Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
  The
Company designates cash equivalents as Level 1. As of December 31, 2008 and
2007, the Company did not have any cash equivalents, therefore there were no
assets measured at fair value.
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities-Including an
Amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159
permits entities to measure eligible assets and liabilities at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings.  SFAS 159 is
effective for fiscal years beginning after November 15, 2007.  The
Company adopted SFAS 159 on January 1, 2008 and did not elect the fair value
option which did not have a material impact on its consolidated financial
position and results of operations.
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141R, Business Combinations , and
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements,    an amendment of ARB No. 51
..  These new standards significantly change the accounting for and
reporting of business combination transactions and noncontrolling interests
(previously referred to as minority interests) in consolidated financial
statements.  Both standards are effective for fiscal years beginning on or
after December 15, 2008, with early adoption prohibited. These Statements are
effective for the Company beginning on January 1, 2009.  The Company is
currently evaluating the provisions of FAS 141(R) and FAS 160.
 
 In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 161, Disclosures About Derivative
Instruments and Hedging Activities,    an amendment of FASB Statement No.
133 . This new standard enhances the disclosure requirements related
to derivative instruments and hedging activities required by FASB Statement No. 133. 
This standard is effective for fiscal years and interim periods beginning after
November 15, 2008, with early adoption encouraged. The Company adopted the
required provisions of SFAS 161 on January 1, 2008 and the adoption did not have
a significant impact on its consolidated financial position and results of
operations.
  F-10
 In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets”.   The Company is required to adopt FSP 142-3 on
January 1, 2009.  The guidance in FSP 142-3 for determining the
useful life of a recognized intangible asset shall be applied prospectively to
intangible assets acquired after adoption, and the disclosure requirements shall
be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption.  The Company is currently evaluating the
impact of FSP 142-3 on its consolidated financial position, results of
operations or cash flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This Statement will not have
an impact on the Company’s consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.”  The
scope of this Statement is limited to financial guarantee insurance (and
reinsurance) contracts, as described in this Statement, issued by enterprises
included within the scope of Statement 60. Accordingly, this Statement does not
apply to financial guarantee contracts issued by enterprises excluded from the
scope of Statement 60 or to some insurance contracts that seem similar to
financial guarantee insurance contracts issued by insurance enterprises (such as
mortgage guaranty insurance or credit insurance on trade receivables). This
Statement also does not apply to financial guarantee insurance contracts that
are derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s consolidated financial
statements.
 
 In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP
APB 14-1 requires the issuer of certain convertible debt instruments that
may be settled in cash (or other assets) on conversion to separately account for
the liability (debt) and equity (conversion option) components of the instrument
in a manner that reflects the issuer's non-convertible debt borrowing
rate.  FSP APB 14-1 is effective for fiscal years beginning after
December 15, 2008 on a retroactive basis.  The Company is
currently evaluating the potential impact, if any, of the adoption of FSP
APB 14-1 on its consolidated financial position, results of operations or
cash flows.
  In June
2008, the FASB issued Emerging Issues Task Force No. 07-5 (EITF 07-5),
Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock.
EITF 07-5 requires entities to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock by assessing the
instrument’s contingent exercise provisions and settlement provisions.
Instruments not indexed to their own stock fail to meet the scope exception of
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, paragraph 11(a), and should be
classified as a liability and marked-to-market. The statement is effective for
fiscal years beginning after December 15, 2008 and is to be applied to
outstanding instruments upon adoption with the cumulative effect of the change
in accounting principle recognized as an adjustment to the opening balance of
retained earnings. The Company is assessing the impact of this EITF for the year
ended December 31, 2009.
  Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
consolidated financial statements.
  F-11
 PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 NOTE
B - CAPITAL STOCK AND STOCKHOLDER’S EQUITY
 
 We are
authorized to issue 250,000,000 shares of common stock with a par value of $.01
per share and 10,000,000 shares of preferred stock with a par value of $.01 per
share.
 
 During
the year ended December 31, 2008, 200,000 common stock warrants were exercised
on a cashless basis into 38,710 shares of common stock.
 
 During
the year ended December 31, 2008, we issued 85,918 shares of common stock for
services valued at $14,990. Of this amount, $5,390 was included in accrued
expenses at December 31, 2007.
 
 On April
18, 2008, we granted an aggregate of 8,400,000 options to purchase our common
stock to two employees under our 2006 Long-Term Incentive Plan and pursuant to
option agreements entered into with each of them (the “options”). The exercise
price for all of the granted options is $0.30 per share, a price that was
designated by the Company as reflective of the approximate average sales price
of our common stock as reported by the OTC Bulletin Board over the sixty day
period prior to the grant date and was not necessarily reflective of the last
sale price per share on the grant date itself.
 
 The
options expire on April 18, 2013 and, subject to the grantee thereof remaining
in our employ, vest as follows: (a) one-sixth of the Options granted to each of
the employees vest on each of the following dates (the “ Milestone Attainment Dates ”)
upon the attainment of each of the following respective milestones (the “ Milestones ”): (i) on
December 31, 2008, if at least one fully operational factory in The Netherlands
capable of processing 15,000 tons of eWaste per year at full capacity has been
established, (ii) on December 31, 2009 if at least one fully operational factory
in the United States has been established and (iii) on December 31, 2010 if at
least four fully operational factories, including the ones contemplated by the
preceding clauses (i) and (ii), have been established; provided , however , that the
Milestones in clauses (i), (ii) and (iii) above may be adjusted by the
compensation committee of our Board of Directors at its discretion at the
beginning of the respective calendar year, and (b) on such date as our market
capitalization exceeds $300 million and provided that such date occurs on or
prior to April 18, 2011, then double the number of Options granted to each of
the employees that have already vested and those yet subject to vesting on each
Milestone Date that has not yet occurred will become vested. The December 31,
2008 milestone was not attained and those 2,800,000 options terminated on that
date.
 
 The
options have been valued at $1,732,773 on the grant date using the Black-Scholes
model. The assumptions used in the Black-Scholes model are as follows: (1)
dividend yield of 0%; (2) expected volatility of 106%, (3) risk-free interest
rate of 1.7% - 2.6%, (4) expected life of 1-3 years, and (5) estimated fair
value of Plastinum common stock of $0.34 per share. The compensation expense is
being recorded over the vesting periods, based on the number of options expected
to vest. During the year ended December 31, 2008, we have recorded $343,352 of
compensation expense related to these options. Compensation cost related to
nonvested options expected to vest of $877,304 at December 31, 2008 will be
recognized over the next 2.25 years. At December 31, 2008, there was no
intrinsic value of options vested and expected to vest since the exercise price
of the options exceeded the market price of our common stock on that
date.
  On April
18, 2008, we entered into an option agreement with Jacques Mot,
our president and chief executive officer, pursuant to which we granted Mr.
Mot 14,400,000 options to purchase our common stock under our 2006
Long-Term Incentive Plan. These options have identical terms to the options
described above. The grant to Mr. Mot was subject to the approval of the holders
of a majority of the outstanding shares of our common stock (including the
Series B Preferred Stock voting on an “as converted” basis and excluding any
shares held by Mr. Mot who was not entitled to vote thereon). Such approval was
received at our stockholder meeting on July 1, 2008. Therefore the grant date of
these options is July 1, 2008 and they have been recorded in the financial
statements starting in the third quarter of 2008. The options have been valued
at $1,833,030 on the grant date using the Black-Scholes model. The assumptions
used in the Black-Scholes model are as follows: (1) dividend yield of 0%; (2)
expected volatility of 129%, (3) risk-free interest rate of 2.1% - 3%, (4)
expected life of .5-2.75 years, and (5) estimated fair value of Plastinum common
stock of $0.22 per share. The compensation expense is being recorded over the
vesting periods, based on number of options expected to vest. During the year
ended December 31, 2008, we have recorded $288,318 of compensation expense
related to these options. Compensation cost related to nonvested options
expected to vest of $1,048,063 at December 31, 2008 will be recognized over the
next 2.25 years. At December 31, 2008, there was no intrinsic value of options
vested and expected to vest since the exercise price of the options exceeded the
market price of our common stock on that date. The December 31, 2008 milestone
was not attained and those 4,800,000 options terminated on that
date.
  F-12
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 In
anticipation of the spinoff transaction described in Note A, NGH amended its
existing common stock purchase warrants to permit, at the holder's
election, the exercise of the warrants to purchase shares of
our common stock or NGH common stock. The Plastinum shares
issuable upon exercise of warrants will be issued in the same amounts and for
the same exercise price as the warrants for shares of NGH. The total number of
NGH warrants exercisable into Plastinum common stock is 5,866,884 at December
31, 2008, with an exercise price of $0.35 per share.
 
 We
entered into a debt exchange agreement with our president and chief executive
officer, Jacques Mot and NGH dated as of December 7, 2005. Pursuant to the debt
exchange agreement, Mr. Mot received a convertible promissory note in the
original principal amount of $753,304 representing outstanding amounts owed to
him under his consulting agreement with NGH. The convertible promissory note
bore interest at a rate of 10% per annum. The Convertible Promissory Note was
convertible into shares of our Preferred Stock or the Preferred Stock of NGH. On
July 10, 2006, Mr. Mot converted the outstanding principal and accrued interest
under the Convertible Promissory Note into 528,630 shares of NGH Preferred Stock
pursuant to an Election to Convert and Amendment to Debt Exchange Agreement
among NGH, Plastinum and Mr. Mot. Upon the closing of the spin off of Plastinum,
the shares of Preferred Stock automatically converted into 38,672,076 shares of
NGH Common Stock. As a result of the effectiveness of the spin off, Mr. Mot
received 38,672,076 shares of our Common Stock on February 20,
2007.
 
 During
the year ended December 31, 2007, we issued 600,000 shares of common stock upon
the exercise of warrants issued with our convertible debt. Gross proceeds from
the exercises were $300,000.
 
 During
the year ended December 31, 2007, we issued 3,657,512 shares of common stock
upon the exercise of warrants and received proceeds of $1,281,151. Also, certain
warrant holders elected to exercise their warrants pursuant to the cashless
exercise provision of the warrants. As a result, warrants to purchase an
aggregate of 3,183,308 shares were exercised on a “cashless” basis into 514,367
shares of our common stock.
 
 On March
7, 2007, we issued warrants to purchase an aggregate of 1,985,584 shares of
common stock of either NGH or Plastinum at an exercise price of $0.35 per share.
These warrants were issued pursuant to consulting agreements entered into with
NGH. The associated expense had been recorded in the year ended December 31,
2005.
 
 On March
27, 2007, 3,000,000 common stock options previously issued to an employee were
cancelled upon the termination of employment of such employee.
 
 On April
5, 2007, we issued 68,851 shares of common stock in connection with the spin off
described in Note A.
 
 On April
5, 2007, we issued 27,072 shares of common stock, valued at $8,420, as
compensation for services. Of this amount, $3,290 had been accrued at December
31, 2006.
 
 NOTE C - REDEEMABLE PREFERRED
STOCK AND WARRANT UNIT OFFERING
 
 We have
designated 120,000 shares of preferred stock as Series B Convertible Preferred
Stock, which may be issued in one or more sub-series, and have authorized the
issuance of 80,000 shares of a sub-series designated as Series B-1 Convertible
Preferred Stock. The Series B-1 Preferred Stock is convertible into shares of
our Common Stock at an initial conversion price of $0.38 per share, subject to
adjustment for customary anti-dilution provisions. Plastinum may, on or after
November 1, 2010 and upon at least 30 days notice, redeem the Series B-1
Preferred Stock in full at the purchase price plus any accrued but unpaid
dividends, subject to the holder’s conversion rights. Conversely, in the event
of a change of control (as defined in the purchase agreement with respect to the
Series B-1 Preferred Stock), or at the holder’s option at any time on or after
November 1, 2010 and upon 45 days notice from a holder to Plastinum, we are
required to redeem the Series B-1 Preferred Stock for the purchase price plus
any accrued but unpaid dividends. The Series B-1 Preferred Stock accrues
dividends at an annual rate of the Wall Street Journal Prime Rate then in
effect, but not less than 8% or greater than 10% per annum, payable quarterly,
either in cash or, at our election, shares of our common stock.
 
 During
November and December 2007, we sold 21,050 units in a private
placement, with each unit consisting of 1 share of our Series B-1
Preferred Stock and approximately 79 common share purchase warrants, at a
price of $100 per unit. Each warrant is exercisable for a period of five
years, with an exercise price of $0.57. The total purchase price was $2,105,000
and the proceeds to our company, net of expenses, were
approximately $1,985,000. Since the Series B-1 convertible preferred stock
may ultimately be redeemable at the option of the holder, the carrying value of
the preferred stock, net of discount and accumulated dividends, has been
classified as temporary equity on the balance sheet at December 31, 2008 and
December 31, 2007.
  F-13
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 In
accordance with Emerging Issues Task Force (“EITF”) No.00-27, “ Application of EITF Issue
No. 98-5, ‘Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Rates’, to Certain Convertible
Instruments ”, a
portion of the proceeds were allocated to the warrants based on their relative
fair value, which totaled $208,462 using the Black Scholes option pricing
model. Further, we attributed a beneficial conversion feature of $308,725
to the Series B-1 preferred shares based upon the difference between the
effective conversion price of those shares and the closing price of our common
shares on the date of issuance. The assumptions used in the Black Scholes model
are as follows:  (1) dividend yield of 0%; (2) expected
volatility of 116%, (3) weighted average risk-free interest rate
of 4%, (4) expected life of 1 year as the conversion feature and
warrants are immediately exercisable, and (5) estimated fair value of Plastinum
common stock of $0.40 per share. The expected term of the warrants represents
the estimated period of time until exercise and is based on historical
experience of similar awards and giving consideration to the contractual terms.
The amounts attributable to the warrants and beneficial conversion feature,
aggregating $517,187, have been recorded as a discount and deducted from the
face value of the preferred stock. Since the preferred stock is classified as
temporary equity, we are amortizing the discount over the period from issuance
to October 31, 2010 (the initial redemption date) as a charge to additional
paid-in capital (since there is a deficit in retained earnings).
  During
March, April and July 2008, we sold an additional 40,600 units in a private
placement. The total purchase price was $4,060,000 and the proceeds to our
company, net of expenses, were approximately $3,869,000. Since the Series
B-1 convertible preferred stock may ultimately be redeemable at the option of
the holder, the carrying value of the preferred stock, net of discount and
accumulated dividends, has been classified as temporary equity on the balance
sheet at December 31, 2008.
 
 In
accordance with EITF 00-27, a portion of the proceeds were allocated to the
warrants based on their relative fair value, which totaled $263,452 using
the Black Scholes option pricing model. Further, we attributed a beneficial
conversion feature of $2,281 to the Series B-1 preferred shares based
upon the difference between the effective conversion price of those shares and
the closing price of our common shares on the dates of issuance. The assumptions
used in the Black Scholes model are as follows:  (1) dividend
yield of 0%; (2) expected volatility of 106% - 136%, (3) weighted
average risk-free interest rate of 2.1%, (4) expected life of 1
year as the conversion feature and warrants are immediately exercisable, and (5)
weighted average estimated fair value of Plastinum common stock of $0.29 per
share. The expected term of the warrants represents the estimated period of time
until exercise and is based on historical experience of similar awards and
giving consideration to the contractual terms. The amounts attributable to the
warrants and beneficial conversion feature, aggregating $265,733, have been
recorded as a discount and deducted from the face value of the preferred stock.
Since the preferred stock is classified as temporary equity, we are amortizing
the discount over the period from issuance to October 31, 2010 (the initial
redemption date) as a charge to additional paid-in capital (since there is a
deficit in retained earnings).
 
 The
charge to additional paid in capital for amortization of discount and costs for
the years ended December 31, 2008 and 2007 was $314,414 and $31,502,
respectively.
 
 For the
years ended December 31, 2008 and 2007, we have accrued dividends in the amount
of $337,970 and $24,532, respectively. The accrued dividends have been charged
to additional paid-in capital (since there is a deficit in retained earnings)
and the net unpaid accrued dividends been added to the carrying value of the
preferred stock. During 2008, we made cash payments of accrued dividends
aggregating $142,228. Accrued and unpaid dividends included in the carrying
value of the preferred stock at December 31, 2008 total $220,274.
 
 NOTE
D - RELATED PARTY TRANSACTIONS
 
 On
December 3, 2007, the Compensation Committee and the Board of Directors of the
Registrant authorized and ratified payment of a base salary of $60,000 per month
effective November 1, 2007 to Jacques Mot as compensation for services being
provided by him to the Corporation in his capacity as President and Chief
Executive Officer of the Corporation. Mr. Mot will be permitted to receive his
compensation in the form of shares of the Registrant’s common stock, at Mr.
Mot’s sole election and at any time prior to the payment thereof, at a price per
share equal to $0.39 (the average closing bid price of the Registrant’s common
stock on the Over-the-Counter Bulletin Board during October 2007).
 
 Mr. Mot
is the principal stockholder of NGH, our former parent, and Mr. Mot has repaid
the advances made to NGH described in Note A, aggregating $271,522, during the
fourth quarter of 2008 through a reduction of accrued compensation due to
him.
  F-14
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 As of
December 31, 2008 and 2007, advances payable to Mr. Mot aggregated $25,890 and
$492,439, respectively. These advances are for working capital purposes. The
advances are non interest bearing.
  Mr. Mot
has also purchased $200,000 of our convertible notes, which are convertible into
400,000 shares of our common stock and also received warrants to purchase
400,000 shares of our common stock with an exercise price of $0.50 per
share.
 
 NOTE E - UNEARNED SUBSIDIES
RECEIVED
 
 Unearned
subsidies received represent payments received from the Netherlands government
to subsidize industrial operations (including equipment acquisitions) in
specific geographical locations. The subsidy agreements contain specific
performance criteria that must be met before they are earned. When earned, the
subsidy payments will be credited against the expenses or costs which the
expenditures were originally to and the related liability account will be
reduced. As of December 31, 2008, we received $524, 572 of subsidy payments,
none of which have yet been earned.
  NOTE F - PROPERTY AND
EQUIPMENT
 
 Property
and equipment at December 31 is summarized as follows:
 
 2008
                    
                    
                    2007Furniture,
      Fixtures and Inprovements
                    
                    $
                    81,353
                    
                    
                    $
                    -Computers
                    
                    
                    15,974
                    
                    
                    
                    7,521Equipment
                    
                    
                    317,442
                    
                    
                    
                    -414,769
                    
                    
                    
                    7,521Accumulated
      depreciation
                    
                    
                    62,378
                    
                    
                    
                    313$
                    352,391
                    
                    
                    $
                    7,208
 
 Depreciation
expense recorded in the statement of operations for the years ended December 31,
2008 and 2007 is $62,065 and $313, respectively. For the year ended December 31,
2008 $46,847 of depreciation expense is included in research and development
expense.
 
 NOTE
G - INCOME TAXES
  During
the year ended December 31, 2007, we adopted Financial Accounting Standards
Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
(FIN 48), which supplements SFAS No. 109, "Accounting for Income Taxes," by
defining the confidence level that a tax position must meet in order to be
recognized in the financial statements. The Interpretation requires that the tax
effects of a position be recognized only if it is "more-likely-than-not" to be
sustained based solely on its technical merits as of the reporting date. The
more-likely-than-not threshold represents a positive assertion by management
that a company is entitled to the economic benefits of a tax position. If a tax
position is not considered more-likely- than-not to be sustained based solely on
its technical merits no benefits of the tax position are to be recognized.
Moreover, the more-likely-than-not threshold must continue to be met in each
reporting period to support continued recognition of a benefit. With the
adoption of FIN 48, companies are required to adjust their financial statements
to reflect only those tax positions that are more-likely-than-not to be
sustained. Any necessary adjustment would be recorded directly to retained
earnings and reported as a change in accounting principle.
 
 SFAS No.
109 requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statement or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between financial statements
and tax bases of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. Temporary differences
between taxable income reported for financial reporting purposes and income tax
purposes are insignificant.
  Net
operating losses for tax purposes of approximately $678,000
at December 31, 2008 are available for carryover. The net operating losses will
expire in 2028. We have provided a 100% valuation allowance for the deferred tax
benefit resulting from the net operating loss carryover due to our limited
operating history. In addressing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those temporary differences
are deductible. The valuation allowance increased by $124,000 and $106,000
during the years ended December 31, 2008 and 2007, respectively. A
reconciliation of the statutory Federal income tax rate and the effective income
tax rate for the years ended December 31, 2008 and 2007
follows.
  F-15
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 Significant
components of deferred tax assets and liabilities are as follows:
 
 2008
                                
                                
                                2007Deferred
      tax assets:
                                
                                $
                                
                                
                                $Net
      operating loss carryforward
                                
                                
                                230,000
                                
                                
                                
                                106,000Valuation
      allowance
                                
                                
                                (230,000
                                )
                                
                                
                                (106,000
                                )Net
      deferred tax assets
                                
                                $
                                -
                                
                                
                                $
                                -Statutory
      federal income tax rate
                                
                                
                                -34
                                %
                                
                                
                                -34
                                %State
      income taxes, net of federal taxes
                                
                                
                                -0
                                %
                                
                                
                                -0
                                %Non-deductible
      items
                                
                                
                                -8
                                %
                                
                                
                                0
                                %Valuation
      allowance
                                
                                
                                34
                                %
                                
                                
                                34
                                %Effective
      income tax rate
                                
                                
                                0
                                %
                                
                                
                                0
                                %
 
 NOTE H - CONVERTIBLE NOTES
PAYABLE
 
 On July
10, 2006, we entered into a Convertible Loan Agreement with Mr. Mot and a third
party pursuant to which we borrowed an aggregate of $500,000. The loans bear
interest at 8% per year and are convertible into an aggregate of 1,000,000
shares of our common stock. If not converted earlier, the notes mature on May
31, 2010. In addition, the lenders received warrants to purchase an aggregate of
1,000,000 shares of our common stock at an exercise price of $0.50 per share. In
accordance with EITF 00-27, a portion of the proceeds was allocated to the
warrants based on their relative fair value, which totaled $126,700 using
the Black-Scholes option pricing model. The remaining balance was allocated to
the convertible notes. The assumptions used in the Black-Scholes model are as
follows: (1) dividend yield of 0%; (2) expected volatility of 136%, (3)
risk-free interest rate of 4.9%, (4) expected life of 2 years and (5) estimated
fair value of Plastinum common stock of $0.29 per share. The expected term of
the warrants represents the estimated period of time until exercise and is based
on historical experience of similar awards and giving consideration to the
contractual terms. The debt discount is being amortized over the term of the
notes. During 2008 and 2007, amortization as interest expense amounted to
$33,124 and $33,033, respectively. We have determined that there was no
beneficial conversion feature attributable to the convertible
notes.
 
 Payment
of principal not converted to common stock and accrued interest is due on the
maturity date of May 31, 2010.
  F-16




PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 NOTE
I - WARRANTS AND STOCK OPTIONS
 
 Employee
Stock Options
 
 Transactions
involving our stock options issued to employees are summarized as
follows:
  2008
                                      
                                      
                                      2007Number
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise Price
                                      
                                      
                                      Number
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise PriceOutstanding
      at beginning of the period
                                      
                                      
                                      3,000,000
                                      
                                      
                                      $
                                      0.10
                                      
                                      
                                      
                                      6,000,000
                                      
                                      
                                      $
                                      0.10Granted
      during the period
                                      
                                      
                                      22,800,000
                                      
                                      
                                      
                                      0.30
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Exercised
      during the period
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Terminated
      during the period
                                      
                                      
                                      (7,600,000
                                      )
                                      
                                      
                                      0.30
                                      
                                      
                                      
                                      (3,000,000
                                      )
                                      
                                      
                                      0.10Outstanding
      at end of the period
                                      
                                      
                                      18,200,000
                                      
                                      
                                      $
                                      0.27
                                      
                                      
                                      
                                      3,000,000
                                      
                                      
                                      $
                                      0.10Exercisable
      at end of the period
                                      
                                      
                                      2,000,000
                                      
                                      
                                      $
                                      0.10
                                      
                                      
                                      
                                      1,000,000
                                      
                                      
                                      $
                                      0.10
  During
2008 and 2007, we recognized $871,938 and $120,134, respectively, in
compensation cost related to stock options. Compensation cost related to
nonvested options of $2,045,501 at December 31, 2008 will be recognized over the
next 2.25 years.
 
 At
December 31, 2008, the aggregate intrinsic value of options vested and expected
to vest was $450,000. Aggregate intrinsic value represents the difference
between the Company’s closing stock price on the last trading day of the fiscal
period, which was $0.25 as of December 31, 2008, and the exercise price,
multiplied by the number of options outstanding. The intrinsic value of options
exercisable at December 31, 2008 was $300,000.
 
 Warrants
 
 Transactions
involving our warrant issuances are summarized as follows:
  2008
                                      
                                      
                                      2007Number
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise Price
                                      
                                      
                                      Number
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise PriceOutstanding at beginning of
      the period
                                      
                                      
                                      21,793,176
                                      
                                      
                                      $
                                      0.37
                                      
                                      
                                      
                                      25,586,570
                                      
                                      
                                      $
                                      0.36Granted
      during the period
                                      
                                      
                                      3,205,263
                                      
                                      
                                      
                                      0.57
                                      
                                      
                                      
                                      3,647,426
                                      
                                      
                                      
                                      0.45Exercised
      during the period
                                      
                                      
                                      (200,000
                                      )
                                      
                                      
                                      0.25
                                      
                                      
                                      
                                      (7,440,820
                                      )
                                      
                                      
                                      0.36Terminated
      during the period
                                      
                                      
                                      (13,664,450
                                      )
                                      
                                      
                                      0.35
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Outstanding
      at end of the period
                                      
                                      
                                      11,133,989
                                      
                                      
                                      $
                                      0.45
                                      
                                      
                                      
                                      21,793,176
                                      
                                      
                                      $
                                      0.37Exercisable
      at end of the period
                                      
                                      
                                      9,033,989
                                      
                                      
                                      $
                                      0.42
                                      
                                      
                                      
                                      21,793,176
                                      
                                      
                                      $
                                      0.37
  F-17
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER
31, 2008 AND 2007
 
 The
number and weighted average exercise prices of our options and warrants
outstanding as of December 31, 2008 is as follows:
  Range of Exercise Prices
                        
                        Remaining
                          Number
                          Outstanding
                        
                        
                        Weighted Average
                          Contractual Life
                          (Years)
                        
                        
                        Weighted Average
                          Exercise Price$0.10
                        
                        
                        3,000,000
                        
                        
                        
                        2.5
                        
                        
                        $
                        0.10$0.30
      - $0.35
                        
                        
                        21,066,884
                        
                        
                        
                        3.5
                        
                        
                        $
                        0.31$0.50
      - $0.57
                        
                        
                        5,267,105
                        
                        
                        
                        4.2
                        
                        
                        $
                        0.56
  NOTE
J - COMMITMENTS
 
 We lease
our plant in The Netherlands pursuant to a lease with an annual rental of
approximately $120,000. The lease terminates 12 months after notice of
termination is given by us or the landlord.
 
 We lease
approximately 1,460 square feet of office space in Geneva, Switzerland, pursuant
to a lease with an annual rental of approximately $63,000. The lease is
scheduled to terminate on June 30, 2013.
 
 We pay
approximately $300 per month for use of a conference room, on an as needed
basis, at 10100 Santa Monica Blvd, Los Angeles, CA.
 
 We pay
approximately $300 per month for use of a conference room, on an as needed
basis, at 245 Park Avenue, New York, NY.
 
 Rent
expense for 2008 and 2007 was $179,165 and $98,525, respectively.
 
 NOTE
K – SUBSEQUENT EVENTS
 
 Private
Placement
 
 On
January 27, 2009, we entered into a Note Purchase Agreement with an investor
pursuant to which we sold and issued a convertible promissory note in the
principal amount of $1,000,000 (the “Note”).  The Note accrues
interest at a rate of 10% per annum and matures on January 27,
2012.  The Note is convertible into shares of common stock at an
initial conversion price of $0.22 per share or a total of 4,545,455 shares,
subject to adjustment as contained in the Note.  Pursuant to the Note
Purchase Agreement, we are obligated to file a registration statement with the
SEC by April 30, 2009 registering for resale under the Securities Act the shares
of common stock issuable upon conversion of the Note.
 
 Investment
in Dutch Subsidiary
 
 On
February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the
“Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V.,
an indirect previously wholly-owned Dutch subsidiary of the Company (the “BV”),
(ii) PPT Holding B.V., our direct, wholly-owned Dutch subsidiary and owner of
our interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv)
N.V. NOM,  Investerings- en ontwikkelingsmaatschappij voor
Noord-Nederland, a Dutch public limited company (“NOM”) with the State of the
Netherlands (Ministry of Economic Affairs) and the provinces of Groningen,
Friesland and Drenthe as its shareholders, NOM invested € 1,500,000 in the BV
and in return received preferential shares in the BV giving NOM a 49% share in
the profits of the BV.
 
 Pursuant
to the terms of the Participation Agreement, (i) the preferential shares
received by NOM are entitled to cumulative annual 10% dividends, (ii) the
preferential shares received by NOM may be repurchased from NOM by the BV at any
time for 150% of the purchase price originally paid for the preferential shares
by NOM and (iii) if not repurchased by the BV by January 1, 2013, the
preferential shares received by NOM may be converted by NOM into 49% of the
ordinary shares of the BV.
 
 The
Participation Agreement also provides for, among other things, (i) anti-dilution
protection for NOM, (ii) restrictions on transfer of shares in the BV, (iii)
provisions regarding the operation of the board of directors of the BV, (iv)
restrictions on dividend payments by the BV and (v) certain non-competition
provisions governing the BV and Mr. Mot.
 
 Payment
of Preferred Dividends with Common Stock
 
 On
February2, 2009 we
issued an aggregate of 1,077,721 shares of common stock as payment of $241,048
of accrued preferred dividends.
 F-18




ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





This item
is not applicable.




ITEM
9A. CONTROLS AND PROCEDURES





This item
is not applicable.




ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





The
Company’s management, under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial (and principal accounting)
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31,
2008.  Based upon that evaluation and the identification of the
material weakness in the Company’s internal control over financial reporting as
described below under “Management’s Report on Internal Control over Financial
Reporting,” the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were ineffective as of the
end of the period covered by this report.





Evaluation of and Report on
Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company.  Management, with the
participation of our principal executive officer and principal financial
officer, has evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008 based on the criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, because of
the Company’s limited resources and limited number of employees, management
concluded that, as of December 31, 2008, our internal control over financial
reporting is not effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.





To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. As we grow, we expect to increase our number of
employees, which will enable us to implement adequate segregation of duties
within the internal control framework.





This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
company to provide only management's report in this annual
report.


23




Limitations on Effectiveness
of Controls and Procedures





Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
9B. OTHER INFORMATION





This item
is not applicable.





24




PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Management





Our
directors, executive officers, significant employees, as well as their ages and
the positions they held, as of December 31, 2008, are set forth
below.  Our directors hold office until our next annual meeting of
stockholders and until their successors in office are elected and
qualified.  All of our officers serve at the discretion of our Board
of Directors.  There are no family relationships among our executive
officers and directors:





Name
              
              Age
              
              Position and Offices with the CompanyJacques
      Mot
              
              52
              
              Chairman
      of the Board of Directors, President and CEOMarcel
      Rokegem
              
              60
              
              DirectorPierre
      Kladny
              
              46
              
              DirectorRobert
      Scherne
              
              52
              
              Chief
      Financial OfficerNils
      Berten
              
              40
              
              Chief
      Operating Officer




Jacques Mot served as the
Chairman of the Board, President and CEO for New Generation Holdings, Inc.
(“NGH”) and Plastinum from April of 1999 to January 24, 2000 and again from
February 2002 until the present. Mr. Mot was also a Director of Argenta &
Magnum Management Company Ltd. — Gibraltar, a company that was engaged in
providing financial advisory services. From 1987 to 1992, Mr. Mot was the
General Manager and Director of Iesa Investissements S.A., a portfolio
management and investment company, where he handled portfolio and investment
management on a confidential basis. Mr. Mot attended the University of Lausanne,
Switzerland studying economics from 1976-1979.




Marcel Rokegem has served as
a Director of NGH and Plastinum since 1999. As of 1991 he acted as an
independent investment consultant. From 1987 to 1991 he was co-founding partner
and director of Euro Suisse Securities, a member of the London Stock Exchange.
From 1982 to 1987 he was co-founding partner and director of Jesup and Lamont
International, an affiliate of Jesup and Lamont Securities Co., a member of the
New York Stock Exchange and one of the oldest Wall Street firms. Prior to that
Mr. Rokegem was partner in charge of the international department of Biard,
Hombergen, Pringiers and Co., a member of the Brussels Stock Exchange. He
started his career with Kredietbank in Brussels where he was responsible for
international equity trading and sales. He attended the Antwerp Jesuit
University where he studied AES (Applied Economic Science). He is a diploma
holder from I.S.M.A. and is an officially recognized insurance
consultant.




Pierre Kladny has served as a
Director of the Company since July 1, 2008.  Since 2006, Mr. Kladny has
served as Managing Partner of ValleyRoad Capital SA, a private equity and
investment banking boutique in Geneva, Switzerland, of which he was also a
founder. Before that, Mr. Kladny was an entrepreneur for 18 years. He joined
Lombard Odier Darier Hentsch & CIE (a large Swiss private bank, “LODH”) in
2002 as Senior Vice President conducting mergers and restructurings for the LODH
Immunology Biotech Fund, the Minicap Technology Fund and the Renaissance Tech
Funds and served on their boards as a member or observer. He also headed the
Performance Measurement department at LODH and created the Private Equity
Advisory Services department at LODH with CHF800 million under advisory mandate
and/or custody. Prior to that, he founded and managed four companies in the
technology and consumer goods spaces and as an angel and regular investor he
worked with numerous start-ups. Mr. Kladny is registered as a qualified fund
manager with the Jersey Financial Services Commission and the equivalent
commission in the British Virgin Islands. Mr. Kladny holds a Masters in Science
degree from the Swiss Federal Institute of Technology in Lausanne and a
Postgraduate degree in industrial accounting from the Swiss French Center for
Managerial Studies.




Robert Scherne has provided
his services as the interim Chief Financial Officer of NGH and Plastinum since
February 2006 on a leased basis through Robert C. Scherne, CPA, PC, a company
that specializes in providing financial management personnel to businesses on a
temporary basis. Mr. Scherne has been the principal of Robert C. Scherne,
CPA, PC, since March 2003. Mr. Scherne served as an officer and Secretary
of Forme Capital, Inc. from September 2007 to March 2008, CFO, Secretary and
Treasurer of Dentalserve.com from December 2006 until December 2007, and as CFO
of UniPro Financial Services, Inc., from September 2005 until November
2006. Prior to 2003, Mr. Scherne was employed as an accountant by
Merdinger, Fruchter Rosen and Company from December 1993 to
December 2002; by Louis Sturz & Co. and its successor firm Grossman,
Russo & Shapiro from July 1986 until November 2002; and by L.H.
Frishkoff &Co. and its successor firm A. Uzzo & Co. from July 1978
to June 1986. Mr. Scherne holds a Bachelors of Business Administration
degree in Accounting from Pace University (New York City), and is an active
member of the American Institute of Certified Public Accountants and the New
York State Society of Certified Public Accountants.




Nils Berten began his service
as Chief Operating Officer of Plastinum on January 7, 2008.  Prior to that,
he was employed by Slokker Sales BV beginning in 2005 where he was responsible
for setting up a financial services company for Coldwell Banker Realtors
Netherlands and overseeing international real estate investments. From 2004, Mr.
Berten has also been the owner of Funhaler, a company that developed a new
product for the young consumer. From 2003, he has also been the co-owner of
Klaus Vastgoed, a real estate investment company. Prior to that, from 1999 to
2003, he was a franchisee of Financieel Compleet.




Involvement in Certain Legal
Proceedings





To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




•
            the subject of any bankruptcy
      petition filed by or against any business of which such person was a
      general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that
time;


25





•
            convicted in a criminal
      proceeding or is subject to a pending criminal proceeding (excluding
      traffic violations and other minor
  offenses);





•
            subject to any order, judgment,
      or decree, not subsequently reversed, suspended or vacated, of any court
      of competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities;
or





•
            found by a court of competent
      jurisdiction (in a civil action), the Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law.





Compliance with Section
16(a) of the Securities Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than 10 percent of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the SEC.  During the fiscal year ended December 31, 2008, each of Mr.
Nils Berten, our Chief Operating Officer, Mr. Pierre Kladny, a Director of the
Company, and Schroder & Co Banque SA, a deemed beneficial owner of more than
ten percent of the Company’s Common Stock, failed to timely file their
respective Form 3 due to a delay in obtaining the necessary paperwork from
overseas as each is a non-U.S. person, though such Forms 3 were
filed.  Other than as disclosed in the previous sentence, to the
Company’s knowledge, no director, officer or beneficial owner of more than ten
percent of any class of equity securities of the Company failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act during the
fiscal year ended December 31, 2008.





Code of
Ethics





We have
not adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions because of the small number of persons
involved in the management of the Company.




Audit
Committee





We do not
presently have a separately-designated standing Audit Committee.  The
entire Board of Directors acts as the Audit Committee.





Audit Committee Financial
Expert





We do not
presently have a qualified financial expert serving on our Board of Directors as
we do not have adequate financial resources at this time to hire such an
expert.


26


ITEM
11. EXECUTIVE COMPENSATION





The
following table sets forth the cash and non-cash compensation for each of our
last two fiscal years awarded to, earned by or paid to (i) each individual
serving as our chief executive officer during the fiscal year ended December 31,
2008, (ii) the most highly compensated individuals (up to two) other than the
chief executive officer that served as an executive officer at the conclusion of
the fiscal year ended December 31, 2008 and who received total compensation in
excess of $100,000 during such fiscal year and (iii) the most highly compensated
individuals (up to two) that did not serve as an executive officer at the
conclusion of the fiscal year ended December 31, 2008 but who received total
compensation in excess of $100,000 during such fiscal
year  (collectively, the “named executive officers”):




SUMMARY
COMPENSATION TABLE





Name &
                                        Principal
                                        Position
                                      
                                      Year
                                      
                                      Salary
                                        ($)
                                      
                                      
                                      Bonus
                                        ($)
                                      
                                      
                                      Stock
                                        Awards
                                        ($)
                                      
                                      
                                      Option
                                        Awards
                                        ($)
                                      
                                      
                                      Non-Equity
                                        Incentive Plan
                                        Compensation
                                        ($)
                                      
                                      
                                      Nonqualified
                                        Deferred
                                        Compensation
                                        Earnings
                                        ($)
                                      
                                      
                                      All Other
                                        Compensation
                                        ($)
                                      
                                      
                                      Total
                                        ($)Jacques
      Mot,
                                      
                                      2008
                                      
                                      
                                      720,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      528,586
                                      (1)(2)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,248,586Chief
      Executive Officer
                                      
                                      2007
                                      
                                      
                                      390,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      240,268
                                      (1)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      630,268Nils
      Berten,
                                      
                                      2008
                                      
                                      
                                      243,395
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      245,251
                                      (3)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      488,646Chief
      Operating Officer
                                      
                                      2007
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -




(1)
            On July 12, 2006, Mr. Mot was
      granted a five year option to purchase 3,000,000 shares of Plastinum
      common stock at an exercise price of $0.10 per share. The options vest
      over a three year period with 1,000,000 options vesting on the first,
      second and third anniversaries of the grant date. The option grant was
      valued using the Black Scholes option pricing model assuming a two year
      life, no expected dividend payments, a volatility of 136% and a risk free
      rate of 4.9%.


(2)
              On April 18, 2008, Mr. Mot was
      granted 14,400,000 Options to purchase our Common Stock under
      our 2006 Long-Term Incentive Plan at an exercise price of $0.30 per
      share.  The grant was subject to stockholder approval which was
      received on July 1, 2008.  The Options expire on April 18,
      2013.  Subject to Mr. Mot remaining in our employ, one-sixth of
      the Options vest on each of the following dates if the following
      respective milestones have been attained by such dates: (i) on December
      31, 2008, if at least one fully operational factory in The Netherlands
      capable of processing 15,000 tons of eWaste per year at full capacity has
      been established, (ii) on December 31, 2009 if at least one fully
      operational factory anywhere in the world has been established and (iii)
      on December 31, 2010 if at least four fully operational factories have
      been established anywhere in the world.  (The milestones may be
      adjusted by the compensation committee of our Board of Directors at its
      discretion at the beginning of the respective calendar
      year).  Further, on such date as our market capitalization
      exceeds $300 million, if that date occurs on or prior to April 18, 2011,
      then double the number of Options granted to Mr. Mot that have already
      vested and those yet subject to vesting on each milestone date that has
      not yet occurred will become vested.  The December 31, 2008
      milestone was not attained and therefore 4,800,000 options terminated on
      that date. The option grant was valued using the Black Scholes option
      pricing model assuming an estimated life of .5 - 2.75 years, no expected
      dividend payments, a volatility of 129%, and a risk-free interest rate of
      2.1% - 3%.


27


(3)
            On April 18, 2008, Mr. Berten was
      granted 6,000,000 Options to purchase our Common Stock under our
      2006 Long-Term Incentive Plan at an exercise price of $0.30 per
      share.  The Options expire on April 18, 2013.  Subject
      to Mr. Berten remaining in our employ, one-sixth of the Options vest on
      each of the following dates if the following respective milestones have
      been attained by such dates: (i) on December 31, 2008, if at least one
      fully operational factory in The Netherlands capable of processing 15,000
      tons of eWaste per year at full capacity has been established, (ii) on
      December 31, 2009 if at least one fully operational factory anywhere in
      the world has been established and (iii) on December 31, 2010 if at least
      four fully operational factories have been established anywhere in the
      world.  (The milestones may be adjusted by the compensation
      committee of our Board of Directors at its discretion at the beginning of
      the respective calendar year).  Further, on such date as our
      market capitalization exceeds $300 million, if that date occurs on or
      prior to April 18, 2011, then double the number of Options granted to Mr.
      Berten that have already vested and those yet subject to vesting on each
      milestone date that has not yet occurred will become
      vested.  The December 31, 2008 milestone was not attained and
      therefore 2,000,000 options terminated on that date. The option grant was
      valued using the Black Scholes option pricing model assuming an estimated
      life of 1 - 3 years, no expected dividend payments, a volatility of 106%,
      and a risk-free interest rate of 1.7% -
  2.6%.







Employment
Agreements




New
Generation Holdings, Inc. (“NGH”), the Company’s former parent, entered into a
Consulting Agreement with Jacques Mot dated July 5, 2000 pursuant to which Mr.
Mot received $27,000 per month for his services to NGH. The Agreement has a one
(1) year term with automatic renewal unless terminated by either party. As of
January 1, 2005, Mr. Mot became an employee of NGH and Plastinum and until
October 31, 2007 he received the same compensation as an employee of NGH and
Plastinum as he had received from NGH under his Consulting
Agreement.




On
December 3, 2007, the Compensation Committee and the Board of Directors of the
Company authorized and ratified payment of a base salary of $60,000 per month to
Mr. Mot effective November 1, 2007 as compensation for services being provided
by him to the Corporation in his capacity as President and Chief Executive
Officer of the Corporation. Mr. Mot is be permitted to receive his compensation
in the form of shares of the Company’s common stock, at Mr. Mot’s sole election
and at any time prior to the payment thereof, at a price per share equal to
$0.39 (the average closing bid price of the Company’s common stock on the
Over-the-Counter Bulletin Board during October 2007).


28





Pursuant
to an engagement letter with Robert Scherne, CPA, P.C. dated February 10, 2006,
NGH and Plastinum retained Robert Scherne as interim Chief Financial Officer on
a consulting basis. Pursuant to the terms of the engagement letter, through
December 31, 2006, Mr. Scherne was paid at an hourly rate of $150 per hour, $90
of which was payable in cash and $60 of which was payable in restricted shares
of NGH common stock. The amount of common stock due to Mr. Scherne was
determined on a monthly basis by dividing $60 per billed hour by 50% of the
average trading price of NGH common stock for the prior ninety days. As of
January 1, 2007, Mr. Scherne has received the equity portion of his compensation
in the form of either NGH shares or Plastinum shares, depending upon his efforts
for the two entities, utilizing the same formula described above. Mr. Scherne's
engagement may be terminated by either party upon notice to the other party. Mr.
Scherne also received the number of shares of Plastinum common stock equal to
the number of NGH shares earned at December 31, 2006 as a result of the spin off
of Plastinum.




On
January 3, 2008, Plastinum entered into an Employment Agreement with Mr. Nils
Berten pursuant to which Mr. Berten was appointed the Chief Operating Officer of
the Company effective January 7, 2008. Pursuant to the Employment Agreement, Mr.
Berten will receive an initial base salary of €115,200 per year. The base salary
will rise to €163,200 after six months upon the satisfaction of certain
conditions. Mr. Berten will also be entitled to a bonus payment of between 25%
and 75% of his base salary, dependant on the attainment of performance targets,
and will be entitled to receive payments during the term of his employ towards
retirement savings as well as other standard benefits. The Employment Agreement
may be terminated at any time by either party by providing notice to the other
party. However, if Plastinum terminates the Employment Agreement without
Cause (as defined in the Employment Agreement), Mr. Berten will be entitled to
continue to receive his base salary for a three month period.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





The
following table sets forth information with respect to equity awards outstanding
at the conclusion of the fiscal year ended December 31, 2008 for each of the
named executive officers:





Option Awards
                          
                          Stock AwardsName
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Exercisable
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Unexercisable
                          
                          Equity
                            Incentive Plan
                            Awards:
                            Number of
                            Securities
                            Underlying
                            Unexercised
                            Unearned
                            Options (#)
                          
                          Option
                            Exercise
                            Price
                            ($)
                          
                          Option
                            Expiration
                            Date
                          
                          Number
                            of
                            Shares
                            or Units
                            of Stock
                            That
                            Have
                            Not
                            Vested
                            (#)
                          
                          Market
                            Value of
                            Shares
                            or Units
                            of Stock
                            That
                            Have
                            Not
                            Vested
                            ($)
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number of
                            Unearned
                            Shares,
                            Units or
                            Other
                            Rights
                            That Have
                            Not Vested
                            (#)
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Market or
                            Payout
                            Value of
                            Unearned
                            Shares,
                            Units or
                            Other Rights
                            That Have
                            Not Vested
                            ($)Jacques
      Mot
                          
                          
                          2,000,000
                          
                          1,000,000
                          
                          
                          1,000,000
                          
                          0.10
                          
                          7/10/2011
                          
                          
                          -
                          
                          -
                          
                          
                          -
                          
                          -Jacques
      Mot
                          
                          
                          0
                          
                          9,600,000
                          
                          
                          9,600,000
                          
                          0.30
                          
                          4/18/2013
                          
                          
                          -
                          
                          -
                          
                          
                          -
                          
                          -Nils
      Berten
                          
                          
                          0
                          
                          4,000,000
                          
                          
                          4,000,000
                          
                          0.30
                          
                          4/18/2013
                          
                          
                          -
                          
                          -
                          
                          
                          -
                          
                          -




DIRECTOR
COMPENSATION





The
following table sets forth the compensation of the directors of the Company for
the fiscal year ended December 31, 2008:




Name
                            
                            Fees Earned
                              or Paid in
                              Cash ($)
                            
                            Stock
                              Awards ($)
                            
                            Option
                              Awards ($)
                            
                            Non-Equity
                              Incentive Plan
                              Compensation ($)
                            
                            Nonqualified
                              Deferred
                              Compensation
                              Earnings ($)
                            
                            All Other
                              Compensation ($)
                            
                            Total ($)Marcel
      Rokegem
                            
                            
                            53,548
                            
                            -
                            
                            
                            -
                            
                            -
                            
                            
                            -
                            
                            -
                            
                            
                            53,548




The
$53,548 in fees paid to Marcel Rokegem for the fiscal year 2008 was paid on the
basis of a monthly retainer payment of 3,000 Euros (in lieu of payments per
meeting attended) as compensation for services he rendered to us as an
independent member of our Board of Directors, including attendance at
Compensation Committee and Board of Directors meetings.





We do not
currently have a formal compensation plan for members of our Board of Directors
for service on our Board of Directors, but we expect that such a compensation
plan for Directors will be adopted in the future, and Directors are eligible to
receive options under our existing long-term stock option incentive
plan.


29


ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





Common
Stock




The
following table sets forth, certain information, as of December 31, 2008,
regarding beneficial ownership of our common stock by:




·
            each stockholder known by us to
      be the beneficial owner of more than five percent (5%) of the outstanding
      shares of our common stock;


·
              each of our
      directors;
 ·
              each of the named executive
      officers; and
 ·
              all of our current executive
      officers and directors as a
group.




Name of  Beneficial Owner
                  
                  Number of
                    Shares
                    Beneficially
                    Owned(1)
                  
                  
                  Percent of
                    Class(1)Jacques
      Mot (2)
                  
                  
                  41,572,076
                  
                  
                  
                  41.6
                  %Marcel
      Rokegem
                  
                  
                  50,000
                  
                  
                  
                  *
                  %Robert
      Scherne
                  
                  
                  181,841
                  
                  
                  
                  *
                  %Nils
      Berten (3)
                  
                  
                  800,000
                  
                  
                  
                  *
                  %Pierre
      Kladny
                  
                  
                  24,000
                  
                  
                  
                  *
                  %Lombard
      Odier Darier Hentsch & CIE (4)
                    Rue
      de La Coraterie 11
                    1204
      Geneva, Switzerland
                  
                  
                  7,300,000
                  
                  
                  
                  7.5
                  %Richard
      von Tscharner (5)
                    Rue
      de La Coraterie 11
                    1204
      Geneva, Switzerland
                  
                  
                  8,668,263
                  
                  
                  
                  8.8
                  %Schroder
      & Co Banque SA (6)
                    Rue
      d'Italie 8
                    1204
      Geneva, Switzerland
                  
                  
                  13,868,914
                  
                  
                  
                  12.6
                  %All
      executive officers and directors as a group (5 persons)
                  
                  
                  42,627,917
                  
                  
                  
                  42.7
                  %




* less
than 1%





(1)
            Shares of common stock subject to
      warrants or other instruments currently exercisable or convertible or
      exercisable or convertible within 60 days of the date hereof are deemed
      outstanding for computing the number of shares beneficially owned and the
      percentage of outstanding shares of the class held by a person holding
      such warrants or other instruments, but are not deemed outstanding for
      computing the percentage of any other
  person.





(2)
            Consists of (i) 38,772,076 issued
      and outstanding shares of common stock, (ii) 400,000 shares issuable upon
      conversion of a $200,000 convertible loan made by Mr. Mot on July 10,
      2006, (iii) immediately exercisable warrants to purchase an additional
      400,000 shares of common stock at an exercise price of $0.50 per share,
      and (iv) 2,000,000 shares issuable upon exercise of immediately
      exercisable options.  Does not include unvested options issued to Mr.
      Mot to purchase 10,600,000 shares of common
  stock.





(3)
            Consists of (i) 400,000 issued
      and outstanding shares of common stock and (ii) immediately exercisable
      warrants to purchase an additional 400,000 shares of common stock at an
      exercise price of $0.35 per share. Does not include unvested options
      issued to Mr. Berten to purchase 4,000,000 shares of common
      stock.


30





(4)
            Mr. Richard von Tscharner has
      shared voting control over the shares held by Lombard Odier Darier Hentsch
      & CIE.





(5)
            Richard von Tscharner is an
      affiliate of Lombard Odier Darier Hentsch & CIE (“LODH”) and has
      shared voting control over shares held by LODH.  Beneficial
      ownership consists of (i) 68,263 issued and outstanding shares of
      common stock held by Mr. von Tscharner, (ii) 7,300,000 issued and
      outstanding shares of common stock held by LODH, (iii) 1,000,000 shares
      issuable upon conversion of Series B-1 Convertible Preferred Stock owned
      by Mr. von Tscharner, and (iv) 300,000 shares issuable upon exercise of an
      immediately exercisable warrant held by Mr. von
      Tscharner.





(6)
            Consists of (i) 663,651 issued
      and outstanding shares of common stock, (ii) 10,157,895 shares issuable
      upon conversion of outstanding shares of Series B-1 Convertible Preferred
      Stock at a conversion price of $0.38 per share and (iii) immediately
      exercisable warrants to purchase an additional 3,047,368 shares of common
      stock at an exercise price of $0.57 per
  share.





Series B-1 Convertible
Preferred Stock




The
following table sets forth, certain information, as of December 31, 2008,
regarding beneficial ownership of our Series B-1 Convertible Preferred Stock
by:




·
              each stockholder known by us to
      be the beneficial owner of more than five percent (5%) of the outstanding
      shares of our Series B-1 Convertible Preferred
    Stock;
 ·
              each of our
      directors;
 ·
              each of the named executive
      officers; and
 ·
              all of our current executive
      officers and directors as a
group.




Name of  Beneficial Owner
                
                Number of
                  Shares
                  Beneficially
                  Owned
                
                
                Percent of
                  ClassJacques
      Mot
                
                
                0
                
                
                
                *
                %Marcel
      Rokegem
                
                
                0
                
                
                
                *
                %Robert
      Scherne
                
                
                0
                
                
                
                *
                %Nils
      Berten
                
                
                0
                
                
                
                *
                %Pierre
      Kladny
                
                
                0
                
                
                
                *
                %Bernard
      Droux
                  Rue
      de La Coraterie 11
                  1204
      Geneva, Switzerland
                
                
                5,000
                
                
                
                8.1
                %Richard
      von Tscharner
                  Rue
      de La Coraterie 11
                  1204
      Geneva, Switzerland
                
                
                3,800
                
                
                
                6.2
                %Schroder
      & Co Banque SA
                  Rue
      d'Italie 8
                  1204
      Geneva, Switzerland
                
                
                38,600
                
                
                
                62.6
                %All
      executive officers and directors as a group (5 persons)
                
                
                0
                
                
                
                *
                %




* less
than 1%


31




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.




The
Company has received advances from Mr. Jacques Mot, our President and Chief
Executive Officer, for working capital purposes.  As of December 31, 2008
and December 31, 2007, the outstanding amount of such advances was $25,890 and
$492,439, respectively.  The advances are non-interest
bearing.





Pierre
Kladny, a nominee to the Board of Directors, is the Managing Partner of
ValleyRoad Capital SA (“ValleyRoad”) and owns 52% of its share capital. Pursuant
to an investment advisory agreement with ValleyRoad (the “Investment Advisory
Agreement”), a private placement of $6,165,000 of the Company’s securities were
sold as of July 31, 2008. Pursuant to the Investment Advisory Agreement,
ValleyRoad became entitled to a success fee equal to $279,250 through such
private placements arranged by ValleyRoad as well as the payment of ValleyRoad’s
out-of-pocket expenses.




We had
made payments on behalf of NGH, our former parent, primarily for the payment of
professional fees incurred by NGH and certain NGH accounts payable. Mr.
Jacques  Mot, our President and Chief Executive Officer and principal
stockholder of NGH, repaid those advances, aggregating $271,522, during the
fourth quarter of 2008 through a reduction of accrued compensation due to
him.




There
have been no transactions, or series of similar transactions, during 2008, or
any currently proposed transaction, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved exceeded or is
expected to exceed $120,000 and in which any director of our company, any
executive officer of our company, any shareholder owning of record or
beneficially 5% or more of our common stock, or any member of the immediate
family of any of the foregoing persons, had, or will have, a direct or indirect
material interest except as otherwise disclosed in this report (a “Related
Person Transaction”).





The
Company’s policy with regards to Related Person Transactions requires that where
a transaction has been identified as a Related Person Transaction, the
independent members of the Board of Directors of the Company must approve or
ratify it. Management must present to such independent members of the Board of
Directors a description of, among other things, the material facts, the
interests, direct and indirect, of the related persons, the benefits to the
Company of the transaction and whether any alternative transactions were
available. To identify Related Person Transactions, the Company relies on
information supplied by its executive officers and Directors. In considering
Related Person Transactions, the independent members of the Board of Directors
take into account the relevant available facts and circumstances including, but
not limited to (a) the risks, costs and benefits to the Company,
(b) the impact on a Director’s independence in the event the related person
is a director, immediate family member of a Director or an entity with which a
Director is affiliated, (c) the terms of the transaction, (d) the
availability of other sources for comparable services or products and
(e) the terms available to or from, as the case may be, unrelated third
parties or to or from employees generally. In the event a Director has an
interest in the proposed transaction, the Director must recuse himself or
herself from the deliberations and approval. In determining whether to approve,
ratify or reject a Related Person Transaction, the independent members of the
Board of Directors look at, in light of known circumstances, whether the
transaction is in, or is not inconsistent with, the best interests of the
Company and its stockholders, as determined by them in the good faith exercise
of their discretion.





The Board
of Directors has determined that Mr. Rokegem is “independent” and that each
of  Mr. Mot and Mr. Kladny is not “independent” as defined in NASDAQ
Marketplace Rule 4200.





ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.




Audit
Fees, Audit Related Fees, Tax Fees and All Other Fees




The
following is a summary of the fees billed to Plastinum Polymer Technologies
Corp. by RBSM LLP for professional services rendered for the fiscal years ended
December 31, 2008 and 2007:


32




Fee Category
                    
                    Fiscal 2008
                      Fees
                    
                    
                    Fiscal 2007
                      FeesAudit
      Fees
                    
                    $
                    40,875
                    
                    
                    $
                    27,939Audit-Related
      Fees
                    
                    
                    13,099
                    
                    
                    
                    10,400Tax
      Fees
                    
                    
                    4,500
                    
                    
                    
                    4,875All
      Other Fees
                    
                    
                    —
                    
                    
                    
                    —Total
      Fees
                    
                    $
                    58,474
                    
                    
                    $
                    43,214




AUDIT
FEES. Consists of fees billed for professional services rendered for the audit
of Plastinum Polymer Technologies Corp.'s consolidated financial statements and
review of the interim consolidated financial statements included in quarterly
reports and services that are normally provided by RBSM LLP in connection with
statutory and regulatory filings or engagements.





AUDIT-RELATED
FEES. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Plastinum
Polymer Technologies Corp.'s consolidated financial statements and are not
reported under "Audit Fees." There were no Audit-Related services provided in
fiscal 2008 or 2007.





TAX FEES.
Consists of fees billed for professional services for tax compliance, tax advice
and tax planning. There were tax services provided in the fiscal year 2008 and
2007.





ALL OTHER
FEES. Consists of fees for products and services other than the services
reported above. There were no management consulting services provided in fiscal
2008 or 2007.




Audit
Committee Pre-Approval Policies and Procedures




The
Company currently does not have a separately-designated standing Audit
Committee, and accordingly, the Company's Board of Directors' policy is to
pre-approve all audit and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific budget. The
independent auditors and management are required to periodically report to the
Company's Board of Directors regarding the extent of services provided by the
independent auditors in accordance with this pre-approval, and the fees for the
services performed to date. The Board of Directors may also pre-approve
particular services on a case-by-case basis.


33


ITEM
15.  EXHIBITS, FINANCITAL STATEMENT SCHEDULES.





(a)
            Documents
      filed as part of this report.


(1)
            Financial
      Statements. The following financial statements are included in
      Part II, Item 8 of this Annual Report on Form
    10-K:





Report of
RBSM LLP on Consolidated Financial Statements as of and for the periods ended
December 31, 2008 and December 31, 2007





Consolidated
Balance Sheets as of December 31, 2008 and 2007





Consolidated
Statements of Losses for the Years ended December 31, 2008 and 2007





Consolidated
Statements of Deficiency in Stockholders’ Equity for the Years ended December
31, 2008 and 2007





Consolidated
Statements of Cash Flows for Years ended December 31, 2008 and 2007





Notes to
Consolidated Financial Statements





(2)
            Financial
      Statement Schedules.




Additional
Schedules are omitted as the required information is inapplicable or the
information is presented in the financial statements or related
notes.





(3)
            Exhibits
      required to be filed by Item 601 of Regulation
  S-K.





See
Exhibit Index located immediately following this Item 15.





The
exhibits filed herewith are attached hereto (except as noted) and those
indicated on the Exhibit Index which are not filed herewith were previously
filed with the Securities and Exchange Commission as indicated.





EXHIBIT
INDEX





Exhibit No.
                  
                  Description3.1
                  
                  Amended
      and Restated Certificate of Incorporation, incorporated by reference to
      the Company’s Form SB-2 filed on April 10, 2007.3.2
                  
                  By-laws,
      incorporated by reference to the Company’s Form 10-SB filed on July 12,
      2006.3.3
                  
                  Certificate
      of Designation of Series B-1 Convertible Preferred Stock, incorporated by
      reference to the Company’s Form 8-K filed on November 8,
    2007.3.4
                  
                  Certificate
      of Amendment of Certificate of Designation of Series B-1 Preferred Stock,
      incorporated by reference to the Company’s Form 8-K filed on March 31,
      2008.3.5
                  
                  Form
      of Warrant to Purchase Common Stock issued to purchasers of Series B-1
      Convertible Preferred Stock during November 2007, incorporated by
      reference to the Company’s Form 8-K filed on November 8,
    2007.4.1
                  
                  Specimen
      Certificate for Common Stock, incorporated by reference to the Company’s
      Form 10-KSB filed on March 6,
2007.


34





5.1
                
                Opinion
      of Westerman Ball Ederer Miller & Sharfstein, LLP, incorporated by
      reference to the Company’s Form S-1 filed on October 23,
    2008.10.1
                
                Form
      of Warrant and Joinder Agreement, incorporated by reference to the
      Company’s Form 10-SB filed on July 12, 2006.10.2
                
                Form
      of Warrant to Purchase Common Stock issued to certain consultants on March
      7, 2007, incorporated by reference to the Company’s Form SB-2 filed on
      April 10, 2007.10.3
                
                Debt
      Exchange Agreement among New Generation Holdings, Inc., Plastinum Polymer
      Technologies Corp. (f/k/a New Generation Plastic, Inc.) and Jacques Mot
      dated as of December 7, 2005, incorporated by reference to Amendment No. 1
      to the Company’s Form 10-SB filed on September 13,
2006.10.4
                
                Plastinum
      Polymer Technologies Corp. 2006 Long Term Incentive Plan, incorporated by
      reference to the Company’s Form 10-SB filed on July 12,
    2006.10.5
                
                Election
      to Convert and Amendment to Debt Exchange Agreement among New Generation
      Holdings, Inc., Plastinum Polymer Technologies Corp. and Jacques Mot dated
      July 10, 2006, incorporated by reference to the Company’s Form 10-SB filed
      on July 12, 2006.10.6
                
                Convertible
      Loan Agreement between Plastinum Polymer Technologies Corp., Mr. Mot and
      Mr. Bottinelli dated July 10, 2006, incorporated by reference to the
      Company’s Form 10-SB filed on July 12, 2006.10.7
                
                Engagement
      letter among New Generation Holdings, Inc., the Company and Robert
      Scherne, CPA, P.C. dated February 10, 2006, incorporated by reference to
      the Company’s Amendment No. 1 to Form S-1 filed on December 5,
      2008.10.8
                
                Advisory
      Agreement between New Generation Holdings, Inc., Plastinum and Valley Road
      Capital dated July 10, 2006 which has been assigned to Plastinum,
      incorporated by reference to Amendment No. 1 to the Company’s Form 10-SB
      filed on September 13, 2006.10.9
                
                Form
      of Securities Purchase Agreement entered into during November 2007 among
      the Company and the purchasers of the Company’s Series B-1 Convertible
      Preferred Stock, incorporated by reference to the Company’s Form 8-K filed
      on November 8, 2007.10.10
                
                Form
      of Registration Rights Agreement entered into during November 2007 among
      the Company and the purchasers of the Company’s Series B-1 Convertible
      Preferred Stock, incorporated by reference to the Company’s Form 8-K filed
      on November 8, 2007.10.11
                
                Employment
      Agreement between the Company and Nils Berten, effective January 7, 2008,
      incorporated by reference to the Company’s Form 8-K filed on January 8,
      2008.10.12
                
                Stock
      Option Grant Agreement between the Company and Jacques Mot, dated April
      18, 2008, incorporated by reference to the Company’s Form 10-Q filed on
      May 15, 2008.10.13
                
                Stock
      Option Grant Agreement between the Company and Nils Berten, dated April
      18, 2008, incorporated by reference to the Company’s Form 10-Q filed on
      May 15, 2008.10.14
                
                Amendment
      to Stock Option Grant Agreement between the Company and Jacques Mot, dated
      January 2, 2009, incorporated by reference to the Company’s Form 8-K filed
      on January 7, 2009.


35





10.15
              
              Amendment
      to Stock Option Grant Agreement between the Company and Nils Berten, dated
      January 2, 2009, incorporated by reference to the Company’s Form 8-K filed
      on January 7, 2009.10.16
              
              Note
      Purchase Agreement and Convertible Promissory Note between the Company and
      Richard von Tscharner, dated January 27, 2009, incorporated by reference
      to the Company’s Form 8-K filed on January 29, 2009.21.1
              
              Subsidiaries
      of the Registrant, filed herewith.31.1
              
              Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.31.2
              
              Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.1
              
              Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.2
              
              Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.


36


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
on March 31, 2009 by the undersigned, thereunto duly authorized.




PLASTINUM
      POLYMER TECHNOLOGIES
                  CORP.(Registrant)By:
                /s/
      Jacques MotJacques
      Mot(Chief
      Presiding Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below on March 31, 2009 by the following persons on behalf of the
registrant and in the capacities indicated:




By:
                      /s/
      Jacques MotJacques
      MotDirector
      and CEO(Principal
      Executive Officer)By:
                      /s/
      Robert ScherneRobert
      ScherneInterim
      Chief Financial Officer(Principal
      Financial and Accounting Officer)By:
                      /s/
      Marcel RokegemMarcel
      RokegemDirectorBy:Pierre
      KladnyDirector


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