Table of Contents







UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM 10-KSB
 (AMENDMENT
NO. 1)
 
 x   ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
year ended December 31, 2007
 
 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 90067Address
      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
 
 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. 
x Yes  o No
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  o
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  o Yes  x No
 
 The
issuer's revenues from continuing operations for the year ended December 31,
2007 were $0.
 
 As
of February 29, 2008, the registrant had 96,975,378 shares of common
stock, par value $0.01 per share, outstanding. The aggregate value of the common
stock of the registrant held by non-affiliates as of February 29, 2008 was
approximately $15,220,717 based upon the last sale price of $0.30 per share of
the registrant’s common stock as reported by the OTC Bulletin Board on February
29, 2008.
 
 Transitional Small Business
Disclosure Format YES  o  NO  x
   
 Table of Contents
  TABLE OF CONTENTS
  PART IITEM 1. DESCRIPTION OF BUSINESS
              1ITEM 2. DESCRIPTION OF PROPERTY
              3ITEM 3. LEGAL PROCEEDINGS
              3ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              3PART II
              4ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
              4ITEM
      6.  MANAGEMENT'S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION
              5ITEM 7. FINANCIAL STATEMENTS
              14ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND  FINANCIAL DISCLOSURE
              15ITEM 8A. CONTROLS AND PROCEDURES
              15ITEM 8A(T). CONTROLS AND PROCEDURES
              15ITEM 8B. OTHER INFORMATION
              15PART III
              16ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
      EXCHANGE ACT
              16ITEM 10. EXECUTIVE COMPENSATION
              17ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT
              19ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
              20ITEM 13. EXHIBITS LIST
              20ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              22SIGNATURES
              23
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  EXPLANATORY
NOTE
 
 This
Amendment No. 1 on Form 10-KSB (“Amendment No. 1”) amends the Annual Report
of Plastinum Polymer Technologies Corp. (the “Company”) on Form 10-KSB for the
fiscal year ended December 31, 2007, as filed with the Securities and Exchange
Commission on March 28, 2008 (the “Original Filing”). This Amendment No. 1
is being filed to (i) revise the cautionary language regarding “forward-looking
statements”, (ii) supplement our Trends, Risks and Uncertainties disclosure,
(iii) revise the disclosure regarding Results of Operations and Liquidity and
Capital Resources, (iv) add an explanatory sentence regarding fees paid to a
director, (v) revise Notes A, C, F and H to the financial statements, (vi)
revise the discussion regarding Disclosure Controls and Procedures and Internal
Control over Financial Reporting, and (vii) revise the certifications included
as Exhibits 31.1 and 31.2.
  We have
not updated the information contained herein for events occurring subsequent to
March 28, 2008, the filing date of the Original Filing.
 
 PART I
 
 FORWARD-LOOKING
STATEMENTS
 
 Statements
used in this Form 10-KSB, 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. DESCRIPTION OF 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"), and we are currently developing a patented and
proprietary technology designed to process and mechanically blend two or more
discrete plastic polymers. The technology is in the final stages of testing and,
when testing is completed, we intend to market the technology primarily in the
United States and the European Union (the "EU"). To date, we have generated no
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,
2007, we have accumulated losses of $7,807,599.
 
 Our
common stock is approved for quotation and trades on the Over the Counter
Bulletin Board under the symbol “PLNU”.  On February 29, 2008, the last
sale price of our common stock as reported on the OTC Bulletin Board was $0.30
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 technology whereby various kinds of plastic can be
mechanically mixed, which enables the production of new homogeneous,
commercially usable compounds from a varied stream of otherwise incompatible
waste plastic or virgin plastic feedstock (the "Plastinum
Process").
  Table of Contents
   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
 
 The
uniqueness of the Plastinum Process blending technology stems from its potential
cost-effective applications in many fields of the plastic industry, from the
recycling of plastic electronic scrap to the creation of new thermo plastic
compounds.
 
 Focusing
on the current WEEE (Waste Electrical and Electronic Equipment) European
Union (EU) legislation, we have specifically targeted the mixed plastic computer
and consumer electronics scrap sector for the launch of our first
commercial-size plant. Additionally we have researched the California eWaste
market which focuses on pure computer scrap in anticipation of opening a second
plant in Los Angeles, California. Currently, in this sector, plastic recycling
technologies rely on sorting and separating the different plastics by type of
polymer prior to recycling. This whole process is inefficient and expensive and
delivers an unfinished product; hence most plastic is dumped in landfills or
incinerated with troublesome ecological implications.
 
 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 or chemical additives (compatibilizers). 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 virgin ABS
cost.
  Recent
Developments
  On March
3, 2008, we announced that we were set to producetop-quality
thermoplastic from electronic and electrical waste with thecommercialization 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.
  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 eWaste materials.
 
 Patents
 
 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
 
 During
2007 and 2006, we spent approximately $1,028,000 and $719,000, respectively, on
research and development of the Plastinum technology. Through December 31,
2007, we have spent approximately $2,642,000 on research and development of the
Plastinum technology. We anticipate expending approximately $1,000,000 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 February 29, 2008, we had ten 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
six plant employees in The Netherlands. We also use independent contractors to
fulfill various research and development and administrative
functions.
  - 2
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 Table of Contents
  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 do not
as yet have any customers or suppliers and are therefore not dependent on any
customer or supplier.
 
 ITEM 2. DESCRIPTION OF PROPERTY.
  We lease
our plant in The Netherlands pursuant to a lease with an annual rental of
approximately $84,000. The lease is scheduled to terminate on April 19, 2008,
but renewable for consecutive 12 month periods at our option.
 
 We have a
month to month oral lease for approximately 150 square feet of office space
located at 30 Blvd Helvetique CH-1204, Geneva, Switzerland.
 
 We pay
approximately $430 per month for use of a conference room, on an as needed
basis, at 245 Park Avenue, New York, NY.
  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.
 
 ITEM 3. LEGAL PROCEEDINGS.
  In the
ordinary course of business, we may be involved in legal proceedings from time
to time. Although occasional adverse decisions or settlements may occur, we
believe that the final disposition of such matters will not have a material
adverse effect on our financial position, results of operations or liquidity. We
will seek to minimize disputes but recognize the inevitability of legal action
in today’s business environment as an unfortunate price of conducting business.
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None.
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 Table of Contents
  PART II
  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
 
 MARKET
INFORMATION
 
 Our
common stock began trading on the OTC Bulletin Board under the symbol “PLNU”
during April 2007. On February 29, 2008, the last sales price for our common
stock as reported by the OTC Bulletin Board was $0.30 per share.
 
 The
following table sets forth for the periods indicated the high and low sales
prices for our common stock for the period from April 1, 2007 through December
31, 2007 as reported by the OTC Bulletin Board.
  High
              
              
              Low4th
      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 February 29, 2008, was
approximately 164 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. We do not anticipate paying
dividends on our common stock in the foreseeable future but plan to retain
earnings, if any, for the operation and expansion of our business.
  SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
 Equity Compensation Plan
Information
 
 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 of securities
                remaining available
                for future issuance
                under equity
                compensation plans
                (excluding securities
                reflected in column
                (a))
                (c)Equity
      compensation plans approved by security holders
              
              
              3,000,000
              
              
              $
              0.10
              
              
              
              12,000,000Equity
      compensation plans not approved by security holders
              
              
              —
              
              
              
              
              
              
              
              —Total
              
              
              3,000,000
              
              
              
              
              
              
              
              12,000,000
 
 RECENT
SALES OF UNREGISTERED SECURITIES
 
 During
the year ended December 31, 2007, we did not issue any securities that were not
registered under the Securities Act of 1933, as amended, except as disclosed by
us in previous filings with the Securities and Exchange Commission and except as
follows:
 
 During
November 2007, the following persons exercised warrants to purchase shares
of our common stock on a "net exercise" basis at an exercise price of $0.35 per
share, whereby such persons received 0.1026 shares of our common stock for each
share for which the warrant was exercised. As a result, we issued the following
number of shares to such persons in reliance on Regulation S under the
Securities Act:
   - 4
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  Ghuilain
      Kiekens
              
              
              3,076Rudy
      Vunck
              
              
              3,076Adolf
      Cayet
              
              
              6,153Carine
      Mehaudens
              
              
              25,846Tom
      van Helleputte
              
              
              6,153Guy
      Goditiabois
              
              
              5,005Jean
      Devroe
              
              
              29,015Isabelle
      Matthijs
              
              
              14,461Philip
      Cayet
              
              
              20,923Myriam
      van Acoleyen
              
              
              20,923Pierre
      Cayet
              
              
              20,923Victor
      van Bos
              
              
              25,179Almaplus
      BVBA
              
              
              48,153
 
 During
November 2007, the following persons exercised warrants to purchase and paid for
the number of shares of our common stock set forth below at an exercise price of
$0.35 per share in reliance on Regulation S under the Securities Act, the
proceeds therefrom to be used for working capital purposes:
 
 Ignance
      de Meyer
              
              
              30,000Geert
      van der Bruggen
              
              
              146,000Isabelle
      Matthijs
              
              
              109,000Andre
      de Backer
              
              
              30,000
 
 During
November 2007, we issued the following number of shares of our Series B-1
Convertible Preferred Stock to the following persons for a purchase price of
$100.00 per share in reliance on Regulation S under the Securities Act, the
proceeds therefrom to be used for working capitalpurposesand towards the
establishment of a plant in California:
 
 Bernard
      Droux
              
              
              5,000Lamont
      Inc.
              
              
              1,000Costantiono
      Tassotti
              
              
              500Alberto
      Scalea
              
              
              750Geoerges
      Bindschedler
              
              
              1,000Richard
      Von Tscharner
              
              
              3,800Muriel
      Rochat
              
              
              3,000Periangelo
      Bottinelli
              
              
              2,500Byfelt
      Company Limited
              
              
              2,500Catherine
      de Tscharner
              
              
              1,000
 
 Each
share of Series B-1 Convertible Preferred Stock is convertible into such number
of shares of our common stock as is determined by dividing $100 by the initial
conversion price of $0.38 per share (or approximately 263.16 shares of common
stock), subject to adjustment as contained in the Certificate of Designation of
the Series B-1 Convertible Preferred Stock.
 
 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, 2007.
 
 ITEM 6. 
MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION.
 
 Statements
included in this and future filings by us with the Securities and Exchange
Commission, in our press releases and in oral statements made with the approval
of an authorized executive officer which are not historical or current facts are
"forward-looking statements" and are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical earnings
and those presently anticipated or projected. You are cautioned not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. The following important factors, among others, in some cases have
affected and in the future could affect our actual results and could cause our
actual financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the market for companies similar to us and (ii) lack of
resources to maintain our good standing status and requisite filings with the
Securities and Exchange Commission. The foregoing list should not be construed
as exhaustive and we disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events. The following discussion should be read in conjunction with our
financial statements and their explanatory notes included as part of this annual
report.
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  Critical Accounting
Policies
 
 Our
Management Discussion and Analysis or Plan 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.
 
 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 any revenue since the date of our inception and, at present, we
have insufficient capital on hand to fund our operations through 2008. The
foregoing matters raise substantial doubt about our ability to continue as a
going concern.
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157,“Fair Value Measurements” (“SFAS
No. 157”), to define fair value and establish a framework for measuring fair
value in generally accepted accounting principles (“GAAP”) and to expand
disclosures about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements. Prior
to this Statement, there were different definitions of fair value and limited
guidance for applying those definitions in GAAP. A single definition of fair
value, together with a framework for measuring fair value, should result in
increased consistency and comparability in fair value measurements. The expanded
disclosures about the use of fair value to measure assets and liabilities should
provide users of financial statements with better information about the extent
to which fair value is used to measure recognized assets and liabilities, the
inputs used to develop the measurements and the effect of certain of the
measurements on earnings (or changes in net assets) for the period. SFAS No. 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods with those fiscal years. Early adoption
is permitted. The Company does not expect adoption of this standard will have a
material impact on its financial position, operations or cash flows
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement No. 115” (“SFAS 159”). This statement permits all entities to
choose, at specified election dates, to measure eligible items at fair value
(the “fair value option”). A business entity must report unrealized gains
and losses on items for which the fair value option has been elected in earnings
at each subsequent reporting date. Upfront costs and fees related to items
for which the fair value option is elected must be recognized in earnings as
incurred and not deferred. This statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. The Company
does not expect adoption of this standard will have a material impact on its
financial position, operations or cash flows
 
 In
December 2007, the FASB issued FAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51" ("FAS No. 160").
FAS No.160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. FAS No. 160 is effective for the Company in
fiscal years beginning October 1, 2009. The Company does not expect adoption of
this standard will have a material impact on its financial position, operations
or cash flows.
   - 6
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  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, 2007, 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“.
  The
Plastinum Process
  Plastinum
owns and is developing patented and proprietary plastic blending technology,
whereby various kinds of plastic can be mixed without the use of expensive
chemical additives (the “Plastinum Process”). We believe that the uniqueness of
this blending technology stems from its potential cost-effective applications in
many fields of the plastic industry from the recycling of computer scrap to the
creation of new thermo plastic compounds and, in conjunction with saw dust, to
the creation of new versions of wood plastic.
  Plastinum’s
mission is to commercialize the technology through applications in the virgin
plastic markets (polymer alloys) and the plastic recycling sector (recycling of
obsolete computer and other electronic equipment).
  Plastinum
believes its patented proprietary process, the Plastinum technology, is capable
of producing homogeneous, commercially usable polymer end products from mixed
virgin plastic and/or recycled waste plastic without chemical additives, or
so-called compatibilizers, which link non-compatible resins.
 
 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, The
Netherlands. This plant is our showcase for the recycling of plastic waste
coming from the WEEE sector (“eWaste”). We have specifically targeted the mixed
plastic computer and consumer electronics scrap sector for the launch of our
first commercial-size plant in the Netherlands. Additionally we have researched
the California eWaste market which focuses on pure computer scrap in
anticipation of opening a second plant in Los Angeles, California. Currently, in
this sector, plastic recycling technologies rely on sorting and separating the
different plastics by type of polymer prior to recycling. This whole process is
inefficient and expensive and delivers an unfinished product; hence most plastic
is dumped in landfills or incinerated with troublesome ecological
implications
  We have a
research agreement in place with Polymer Service Center B.V. Groningen (“PSC”)
in The Netherlands. PSC is commissioned to accelerate the development and
commercialization of the Plastinum technology. The research objectives of the
PSC agreement are to:
 
 ·
              demonstrate
      the improved performance of the Plastinum technology relative to
      conventional
                blending
      equipment;
 
 ·
              demonstrate
      the commercial potential of the Plastinum technology by processing several
      readily
                available
      mixed plastic waste streams and innovative blends from virgin materials;
      and
  ·
              gain
      process understanding to predict material properties and develop quality
      control software
                in
      commercial machines.
  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 licensing arrangements with
potential joint-venture partners.
 
 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. We have not yet
reached agreement with any such parties.
 
 In the
EU, it is anticipated that source materials will be purchased from specific
sources. We are currently being assisted by two separate waste consulting and
trading companies, both located in The Netherlands. Both companies have
preliminarily indicated that they will assist in the organization of the supply
of plastic eWaste and/or sale of the finished products. Terms are being
negotiated but these companies understand that if we reach agreement with them,
we intend to pay them based on sales of the Plastinum products
  Plan
of Operation
 
 Our plan
of operation for the twelve month period following the date of this report is
to:
 
 ·
              Proceed
      with research and development with PSC for virgin market applications and
      the development of
                new
      virgin compounds.
   - 7
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   ·
              Open
      a commercial plant in the United States for the recycling of eWaste,
      planned for 2008.
  ·
              Open
      a commercial plant in the EU for the recycling of eWaste, planned for the
      beginning of 2008.
  We
currently have budgeted $8,150,000 in cash expenditures for the twelve month
period following the date of this report, including (1) $1,000,000 to cover our
projected general and administrative expense during this period; (2) $1,000,000
for research and development activities; (3) $150,000 to cover our Netherlands
showcase facility; (4) $3,000,000 for a United States plant; and (5) $3,000,000
for an EU plant.
 
 We will
need to raise additional funds in order to execute our entire business plan,
namely, expansion through the set-up of two major eWaste Recycling plants, of
which one will be in the Netherlands and one will be in the U.S. We anticipate
financing our business plan through completion of a $12,000,000 private
placement of securities. During November 2007, we sold $2,105,000 of securities
through that private placement. While we are currently in discussions with
additional prospective purchasers with respect to the private placement
securities, there can be no assurance that any additional private placement
securities will in fact be sold. Should we not be able to raise the necessary
funding, we may have to substantially curtail our proposed
expansion.
 
 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, 2007 Compared to the Year Ended December 31,
2006
 
 Operating
losses increased from $1,933,686 in 2006 to $2,630,936 in 2007. The increase of
$697,250 was the result of an increase of $388,308 in general and administrative
expenses, from $1,214,246 in 2006 to $1,602,554 in 2007, and an increase in
research and development expenses of $308,629, from $719,440 in 2006 to
$1,028,069 in 2007. The primary components of our general and administrative
expenses are compensation expense, consulting and professional fees and travel
expenses. Our expenses have increased as we have continued the development of
the Plastinum technology, opened our pilot plant during the fourth quarter of
2006, and continue to position ourselves to become an operating
company.
 
 During
2007 we received approximately $3,566,000 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 and implement our business plan. 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. 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 product.
 
 We were
a wholly owned subsidiary of 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. Through June 30,
2006 all of our research and development costs and overhead expenses have been
paid or incurred by NGH. Certain overhead and general and administrative
expenses have been allocated to us, with the offsetting credit to additional
paid-in capital. Allocations of these expenses include officer salaries,
accounting and legal fees, rent, and other general office expenses. Management
believes that these allocation methodologies are reasonable. The expenses
allocated are not necessarily indicative of the expenses that would have been
incurred if the Company had been a separate, independent public entity and had
managed these functions. We may incur additional general administrative expenses
and other costs as a result of operating independently of NGH.
  Liquidity and Capital
Resources
  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. Jacques Mot,
our president and CEO, 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 entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with certain investors, pursuant to which we issued an
aggregate of 21,050 shares of Series B-1 Redeemable Convertible Preferred Stock
(the “Series B-1 Preferred Stock”) at a price of $100.00 per share for a total
consideration of $1,984,750. The Series B-1 Preferred Stock is a sub-series of
Series B Convertible Preferred Stock (the “Series B Preferred Stock”). We have
designated 120,000 shares of preferred stock as Series B Preferred Stock, which
may be issued in one or more sub-series, and as of December 31, 2007 have
authorized the issuance of 23,550 shares of Series B-1 Preferred Stock
(including those sold during November and December 2007).
   - 8
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   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 Investor 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.
  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 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. As of
December 31, 2007, these advances totaled $192,042.
 
 As of
December 31, 2006 we had a deficit in working capital of $692,612. For the year
ended December 31, 2006, net cash used by operating activities was $1,414,477,
resulting from a loss of $1,968,718 partially offset by stock based compensation
expense of $240,268 and an increase in accounts payable and accrued expenses of
$274,305.
  During
2006 we received proceeds from convertible loans aggregating $500,000. The
loans bear interest at a rate of 8% per annum and are initially convertible into
an aggregate of 1,000,000 shares of our common stock. 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.
  On May
24, 2006, we issued 1,430,000 shares of our common stock to Lombard Odier
Deutsch CIE for an aggregate purchase price of $500,500 as a result of a partial
exercise of a warrant issued by NGH.
  During
June and August of 2006, we issued an aggregate of 1,985,584 shares of our
common stock in consideration for services provided pursuant to consulting
agreements with NGH.
  On July
10, 2006, we entered into a Convertible Loan Agreement with Mr. Jacques Mot and
a third party pursuant to which we borrowed an aggregate of $500,000. The loans
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 $.50 per share. On March 14, 2007, the
warrants held by the third party were exercised, resulting in the issuance of
600,000 shares of our common stock and proceeds to us of $300,000.
  Our
current funding has enabled us to open the pilot plant. We anticipate that
financing our full business plan will require $5,000,000 for the opening of the
U.S. plant, $5,000,000 for the opening of the EU plant and $2,000,000 for
working capital needs. We anticipate raising such funds through a private
placement of securities. As described above, during November 2007, we sold
$2,105,000 of securities through that private placement. While we are currently
in discussions with additional prospective purchasers with respect to the
private placement securities, there can be no assurance that any additional
private placement securities will in fact be sold. Should we not be able to
raise the necessary funding, we will not be able to implement our complete
business plan. In connection with such private placement, we are party to an
investment advisory agreement with Valley Road Capital.
 
 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. 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.
  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.
   - 9
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   If we
raise additional funds by issuing equity securities, existing stockholders may
experience a dilution in their ownership. In addition, as a condition to giving
additional funds to us, future investors may demand, and may be granted, rights
superior to those of existing stockholders
  TRENDS,
RISKS AND UNCERTAINTIES
 
 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. Investors should carefully consider all of such risk factors before
making an investment decision with respect to our common stock.
 
 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
February 29, 2008, our board of directors and management team
held approximately 41.6% of our outstanding shares, 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
February 29, 2008, we had ten 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 six plant
employees in The Netherlands. Prior to January 1, 2005, Mr. Mot served as a
consultant. 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. If
we lost the services of Mr. Mot before we could get a qualified replacement,
that loss could materially adversely affect our business. We do not maintain key
man life insurance on Mr. Mot.
 
 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.
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  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.
 
 Our
continuation as a going concern is dependent on our ability to develop revenues
and to obtain financing from outside sources. We are currently a party to an
investment advisory agreement with Valley Road Capital whose purpose is to
arrange a private placement of up to $12,000,000 of the Company’s securities.
During November 2007, we sold $2,105,000 of securities through that private
placement. While we are currently in discussions with additional prospective
purchasers with respect to the private placement securities, there can be no
assurance that any additional private placement securities will in fact be sold.
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.
 
 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
might 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.
 
 Disclosure
Controls and Procedures
 
 We
currently have only ten employees, including through 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.
  Quantitative
And Qualitative Disclosure About Market Risk
 
 We
believe that we do not have any material exposure to interest rate or commodity
risks. We are exposed to certain economic and political changes in international
markets where we compete, such as inflation rates, recession, foreign ownership
restrictions, and trade policies and other external factors over which we have
no control.
  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.
 
 We
currently have no material long-term debt obligations other than $500,000 in
convertible debt. We do not use financial instruments for trading purposes and
we are not a party to any leveraged derivatives.
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  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 twelve months ending December 31, 2007, we registered for resale under the
Securities Act of 1933, as amended, 26,607,861 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
authorized capital consists of 260,000,000 shares, of which 250,000,000 are
designated as common stock, par value $.01 per share, and 10,000,000 shares are
designated as preferred stock, par value $.01 per share.
  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.
  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.
  - 12
-
 Table of Contents
  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.
  - 13
-
 Table of Contents
  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.
 
 RECENT
DEVELOPMENTS
 
 On March
3, 2008, we announced that we were set to producetop-quality
thermoplastic from electronic and electrical waste with thecommercialization 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.
  ITEM 7. FINANCIAL STATEMENTS
 
 The
following financial statements are included herewith: the Company's audited
Financial Statements as of and for the fiscal year ended December 31, 2007 and
December 31, 2006.
  - 14
-
 Table of Contents
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
  INDEX TO FINANCIAL STATEMENTS
  PageFor
      the Fiscal Years Ended December 31, 2007 and 2006Report of Independent Registered Public Accounting
      Firm
              
              
              F-2Consolidated Balance Sheets as of December 31, 2007 and
      2006
              
              
              F-3Consolidated Statements of Losses for the Years ended December
      31, 2007 and 2006 and for cumulative period from April 7, 2003 (date of
      inception as development stage enterprise) to December 31,
      2007
              
              
              F-5Consolidated Statements of Deficiency in Stockholders’ Equity
      for the Years ended December 31, 2007
              
              
              F-6Consolidated Statements of Cash Flows for Years ended December
      31, 2007 and 2006 and for cumulative period from April 7, 2003 (date of
      inception as development stage enterprise) to December 31,
      2007
              
              
              F-7Notes to Consolidated Financial
    Statements
              
              
              F-8
   F-1
 Table of Contents
  REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING
FIRM
 
 
 The Board
of Directors
 Plastinum
Polymer Technology Corp.
 New York,
New York
 
 We have
audited the accompanying consolidated balance sheet of Plastinum Polymer
Technology Corp. ("Company"), a development stage Company, as of December 31,
2007 and 2006, and the related consolidated statements of losses, deficiency in
stockholders' equity and cash flows for each of the two years in the period
ended December 31, 2007 and for the period April 7, 2003 (date of inception as a
development stage enterprise) to December 31, 2007. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on 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 misstatement. 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 that 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 consolidated financial position of Plastinum Polymer
Technology Corp. as of December 31, 2007, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2007 and from April 7, 2003 (date of inception as a development
stage enterprise ) to December 31, 2007 in conformity with generally accepted
accounting principles in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note A. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 /s/ RBSM LLP
 Certified
Public Accountants
 
 New York,
New York
 March 8,
2008
  F-2
 Table of Contents
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED BALANCE SHEETS
 DECEMBER
31, 2007 AND 2006
  2007
              
              
              2006AssetsCurrent
      assets:Cash
              
              $
              925,000
              
              
              $
              39,413Prepaid
      expense
              
              
              3,465
              
              
              
              —Value
      added tax refunds receivable
              
              
              78,064
              
              
              
              —Total
      current assets
              
              
              1,006,529
              
              
              
              39,413Equipment,
      net
              
              
              7,208
              
              
              
              —Advances
      receivable - former parent
              
              
              192,042
              
              
              
              8,454Total
      assets
              
              $
              1,205,779
              
              
              $
              47,867Liabilities
      and deficiency in stockholders' equityCurrent
      liabilities:Accounts
      payable
              
              $
              235,028
              
              
              $
              255,127Accrued
      salary
              
              
              120,000
              
              
              
              —Accrued
      interest
              
              
              59,178
              
              
              
              19,178Due
      to stockholder
              
              
              492,439
              
              
              
              457,720Total
      current liabilities
              
              
              906,645
              
              
              
              732,025Convertible
      notes payable, net of discount of $77,920 and $110,953
              
              
              422,080
              
              
              
              389,047Total
      liabilities
              
              
              1,328,725
              
              
              
              1,121,072Redeemable
      preferred stock, Series B; par value $.01 per share; 120,000 shares
      authorized, 21,050 shares issued and outstanding, net (Face value
      $2,105,000)
              
              
              1,523,597
              
              
              
              —Deficiency
      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, 96,953,722
      and 53,413,844 shares issued and outstanding, respectively
              
              
              969,537
              
              
              
              534,139Additional
      paid-in capital
              
              
              9,465,997
              
              
              
              7,730,537Other
      comprehensive income
              
              
              (52,496
              )
              
              
              (4,330
              )Accumulated
      deficit prior to development stage
              
              
              (4,221,982
              )
              
              
              (4,221,982
              )Deficit
      accumulated during the development stage
              
              
              (7,807,599
              )
              
              
              (5,111,569
              )Total
      deficiency in stockholders' equity
              
              
              (1,646,543
              )
              
              
              (1,073,205
              )Total
      liabilities and deficiency in stockholders' equity
              
              $
              1,205,779
              
              
              $
              47,867
 
 See
accompanying notes to these consolidated financial statements.
  F-3
 Table of Contents
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED STATEMENTS OF LOSSES
 
 Cumulative Period
                from April 7, 2003
                (date of inception as
                a development stage
                enterprise) toYears ended December 31,
              
              
              December 31,2007
              
              
              2006
              
              
              2007Operating
      expenses:General
      and administrative expenses
              
              $
              1,602,554
              
              
              $
              1,214,246
              
              
              $
              4,957,256Depreciation
      and amortization
              
              
              313
              
              
              
              —
              
              
              
              108,103Research
      and development
              
              
              1,028,069
              
              
              
              719,440
              
              
              
              2,642,114Total
      operating expenses
              
              
              2,630,936
              
              
              
              1,933,686
              
              
              
              7,707,473Loss
      from operations
              
              
              (2,630,936
              )
              
              
              (1,933,686
              )
              
              
              (7,707,473
              )Interest
      expense, net
              
              
              (65,094
              )
              
              
              (35,032
              )
              
              
              (100,126
              )Loss
      before provision for income taxes
              
              
              (2,696,030
              )
              
              
              (1,968,718
              )
              
              
              (7,807,599
              )Provision
      for income taxes
              
              
              —
              
              
              
              —
              
              
              
              —Net
      loss
              
              
              (2,696,030
              )
              
              
              (1,968,718
              )
              
              
              (7,807,599
              )Accretion
      of preferred dividends and discount
              
              
              (56,034
              )
              
              
              —
              
              
              
              (56,034
              )Net
      loss attributable to common shareholders
              
              $
              (2,752,064
              )
              
              $
              (1,968,718
              )
              
              $
              (7,863,633
              )Net
      loss per common share, basic and diluted
              
              $
              (0.03
              )
              
              $
              (0.04
              )Weighted
      average shares outstanding
              
              
              88,024,357
              
              
              
              51,846,549Comprehensive
      loss:Net
      loss
              
              $
              (2,696,030
              )
              
              $
              (1,968,718
              )Foreign
      currency translation loss
              
              
              (48,166
              )
              
              
              (4,330
              )Comprehensive
      loss
              
              $
              (2,744,196
              )
              
              $
              (1,973,048
              )
 
 See
accompanying notes to these consolidated financial statements.
  F-4
 Table of Contents
  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 liabilities liabilities, 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
              )
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
  See
accompanying notes to these consolidated financial statements.
  F-5
 Table of Contents
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
  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
              )
 
 See
accompanying notes to these consolidated financial statements.
  F-6
 Table of Contents
  PLASTINUM
POLYMER TECHNOLOGIES CORP.
 (A
Development Stage Company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Cumulative Period
                from April 7, 2003
                (date of inception as
                a development stage
                enterprise) toYears ended December 31,
              
              
              December 31,2007
              
              
              2006
              
              
              2007Cash
      flows from operating activities:Net
      loss
              
              $
              (2,696,030
              )
              
              $
              (1,968,718
              )
              
              $
              (7,807,599
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      based compensation
              
              
              128,554
              
              
              
              240,268
              
              
              
              368,822Amortization
      of debt discount
              
              
              33,033
              
              
              
              15,747
              
              
              
              48,780Net
      expenses paid by parent
              
              
              —
              
              
              
              32,375
              
              
              
              3,067,436Depreciation
      and amortization
              
              
              313
              
              
              
              —
              
              
              
              108,103Increase
      in value added tax refund receivable
              
              
              (78,064
              )
              
              
              —
              
              
              
              (78,064
              )Increase
      in prepaid expense
              
              
              (3,465
              )
              
              
              
              
              
              
              (3,465
              )Increase
      in advance receivable
              
              
              (183,588
              )
              
              
              (8,454
              )
              
              
              (192,042
              )Increase
      in accounts payable and accrued expenses
              
              
              139,901
              
              
              
              274,305
              
              
              
              414,206Cash
      used in operating activities
              
              
              (2,659,346
              )
              
              
              (1,414,477
              )
              
              
              (4,073,823
              )Cash
      flows from financing activities Purchase of equipment
              
              
              (7,521
              )
              
              
              —
              
              
              
              (7,521
              )Cash
      flows from financing activitiesProceeds
      from exercise of warrants
              
              
              1,581,151
              
              
              
              500,500
              
              
              
              2,081,651Proceeds
      from sale of redeemable preferred stock
              
              
              1,984,750
              
              
              
              —
              
              
              
              1,984,750Proceeds
      from sale of convertible notes
              
              
              —
              
              
              
              500,000
              
              
              
              500,000Advances
      from stockholder
              
              
              34,719
              
              
              
              457,720
              
              
              
              492,439Cash
      provided by financing activities
              
              
              3,600,620
              
              
              
              1,458,220
              
              
              
              5,058,840Effect
      of exchange rate changes on cash
              
              
              (48,166
              )
              
              
              (4,330
              )
              
              
              (52,496
              )Net
      increase in cash
              
              
              885,587
              
              
              
              39,413
              
              
              
              925,000Cash,
      beginning of period
              
              
              39,413
              
              
              
              —
              
              
              
              —Cash,
      end of period
              
              $
              925,000
              
              
              $
              39,413
              
              
              $
              925,000Supplemental
      disclosure of non-cash financing activities:Accrued
      liabilities settled in common stock
              
              $
              3,290
              
              
              $
              633,595Value
      attributed to warrants issued with redeemable preferred
    stock
              
              
              208,462
              
              
              
              —Value
      attributed to warrants issued with debt
              
              
              —
              
              
              
              126,700Beneficial
      conversion feature of redeemable preferred stock
              
              
              308,725
              
              
              
              —Accretion
      of discount on redeemable preferred stock
              
              
              31,502
              
              
              
              —Accretion
      of dividend on redeemable preferred stock
              
              
              24,532
              
              
              
              —
 
 See
accompanying notes to these consolidated financial statements.
  F-7
 Table of Contents
  PLASTINUM POLYMER TECHNOLOGIES
CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
  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
and Basis of Presentation
 
 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 are currently developing a
proprietary technology designed to process and blend two or more discrete
plastic polymers. The technology is in the final stages of testing and, when
testing is completed, the technology will be marketed primarily in the United
States.
 
 To date,
we have generated no 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, 2007, we
have accumulated losses of $7,807,599.
 
 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.
 
 Through
June 30, 2006, all of our research and development costs and overhead
expenses had been paid or incurred by NGH. Certain overhead and general and
administrative expenses had been allocated to us, with the offsetting credit to
additional paid-in capital. As our parent, NGH had paid all of our expenses
through June 30, 2006, and does not expect repayment of those expenditures.
There had been no cap limiting the amount of capital contributions to be
provided by NGH.
 
 The
consolidated financial statements include the accounts of Plastinum its wholly
owned subsidiary. All significant intercompany transactions and balances have
been eliminated in the consolidated financial statement.
 
 Certain
information in our financial statements relating to the results of operations
and financial condition was derived from the historical financial statements of
NGH, which have been prepared in accordance with accounting principles generally
accepted in the United States of America. Various allocation methodologies were
employed to allocate the expenses incurred by NGH on the Company’s behalf.
Allocation is done on either a specific identification basis or a proportional
cost allocation basis. Allocations of these expenses include officer salaries,
accounting and legal fees, rent, consulting fees and other general office
expenses. Management believes that these allocation methodologies are reasonable
and, based on the allocation methods, believes that all costs of doing business
have been reflected in the historical financial statements of Plastinum. The
expenses allocated are not necessarily indicative of the expenses that would
have been incurred if Plastinum had been a separate, independent public entity
and had managed these functions. We may incur additional general administrative
expenses, and other costs as a result of operating independently of
NGH.
  F-8
 Table of Contents
  The
accompanying financial statements include the following expenses incurred by NGH
through June of 2006 on behalf of the Company. Summarized results of the
allocated expenses are as follows:
  2006
              
              
              For the Period
                April 7, 2003
                (Date of Inception of
                Development Stage)
                through
                December 31,
                2006Net transfer
      from NGH - beginning of the period
              
              $
              3,035,061
              
              
              $
              -Net
      transactions with NGH:Reimbursements
              
              
              (199,225
              )
              
              
              (199,225
              )Proceeds
      from exercise of warrants
              
              
              (500,500
              )
              
              
              (500,500
              )Product
      development
              
              
              252,589
              
              
              
              1,147,194Officer
      and other compensation
              
              
              213,274
              
              
              
              891,174Rent
              
              
              6,489
              
              
              
              29,159Audit
      and legal services
              
              
              123,835
              
              
              
              313,495Other
      general and administrative
              
              
              135,913
              
              
              
              1,386,139Loss
      for period, funded by NGH
              
              
              732,100
              
              
              
              3,767,161Net
      transfer from NGH - end of the period
              
              $
              3,067,436
              
              
              $
              3,067,436
 
 The
nature and amounts of expenses incurred by NGH which are allocable to NGH and
stranded on NGH’s stand alone financial statements through June 30, 2006 are as
follows:
  2006
              
              
              For the Period
                April 7, 2003
                (Date of Inception
                of Development
                Stage) through
                December 31,
                2006Officer
      and other compensation
              
              
              40,500
              
              
              
              423,200Rent
              
              
              5,243
              
              
              
              13,321Audit
      and legal services
              
              
              93,552
              
              
              
              150,769Consulting
              
              
              —
              
              
              
              349,031Other
      general and administrative
              
              
              43,668
              
              
              
              117,461Interest
      and finance costs
              
              
              6,472,670
              
              
              
              8,153,651NGH
      stand alone expense
              
              $
              6,655,633
              
              
              $
              9,207,433
   F-9
 Table of Contents
  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 $2,696,030 and $1,968,718 for the years ended
December 31, 2007 and 2006, respectively and, until recently, have had no
sources of financing except for that provided by NGH. These factors 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 to obtain financing from outside sources. The Company is
currently a party to an investment advisory agreement with Valley Road Capital
whose purpose is to arrange a private placement of up to $12,000,000 of the
Company's securities. During November 2007, the Company sold $2,105,000 of
securities through that private placement. While the Company is currently in
discussions with additional prospective purchasers with respect to the private
placement securities, there can be no assurance that any additional private
placement securities will in fact be sold. Management is also attempting to
secure ongoing revenue relationships for our products. We are currently
developing a proprietary technology designed to process and blend two or more
discrete plastic polymers. The technology is in the final stages of testing and,
when testing is completed, the technology will be marketed primarily in the
United States. 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.
 
 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.
  Income
Taxes
 
 Deferred
income taxes are provided for using the asset and liability method for financial
reporting purposes in accordance with the provisions of SFAS No. 109,
"Accounting for Income Taxes". Under this method, deferred tax assets and
liabilities are recognized for temporary differences between the tax bases of
assets and liabilities and their carrying values for financial reporting
purposes, and for operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the consolidated statements of operations
in the period that includes the enactment date.
 
 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 $1,028,069, $719,440 and
$2,642,114 for the years ended December 31, 2007 and 2006, and from April 7,
2003 (date of inception of development stage) through December 31, 2007,
respectively.
 
 Liquidity
  As shown
in the accompanying financial statements, we incurred net losses of $2,696,030
and $1,968,718 for the years ended December 31, 2007 and 2006, respectively. For
the period from inception of development stage through December 31, 2007, we
have accumulated losses of $7,807,599. Consequently, our operations are subject
to all risks inherent in the establishment of a new business
enterprise.
  F-10
 Table of Contents
  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.
 
 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 31,332,650 common share equivalents at
December 31, 2007 and 32,586,570 at December 31, 2006. For the years ended
December 31, 2007 and 2006, these potential shares were excluded from
the shares used to calculate diluted earnings per share as their inclusion would
reduce net loss per share.
  F-11
 Table of Contents
  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
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.
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
No. 157”), to define fair value and establish a framework for measuring fair
value in generally accepted accounting principles (“GAAP”) and to expand
disclosures about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements. Prior
to this Statement, there were different definitions of fair value and limited
guidance for applying those definitions in GAAP. A single definition of fair
value, together with a framework for measuring fair value, should result in
increased consistency and comparability in fair value measurements. The expanded
disclosures about the use of fair value to measure assets and liabilities should
provide users of financial statements with better information about the extent
to which fair value is used to measure recognized assets and liabilities, the
inputs used to develop the measurements and the effect of certain of the
measurements on earnings (or changes in net assets) for the period. SFAS No. 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods with those fiscal years. Early adoption
is permitted. The Company does not expect adoption of this standard will have a
material impact on its financial position, operations or cash flows
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement No. 115” (“SFAS 159”). This statement permits all entities to
choose, at specified election dates, to measure eligible items at fair value
(the “fair value option”). A business entity must report unrealized gains
and losses on items for which the fair value option has been elected in earnings
at each subsequent reporting date. Upfront costs and fees related to items
for which the fair value option is elected must be recognized in earnings as
incurred and not deferred. This statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. The Company
does not expect adoption of this standard will have a material impact on its
financial position, operations or cash flows
 
 In
December 2007, the FASB issued FAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51" ("FAS No.160").
FAS No.160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. FAS No. 160 is effective for the Company in
fiscal years beginning October 1, 2009. The Company does not expect that the
adoption of this standard will have a material impact on its financial position,
operations or cash flows
 
 NOTE
B - CAPITAL STOCK AND STOCKHOLDER’S EQUITY
 
 As of
December 31, 2005 we were authorized to issue 1,000 shares of common stock with
a par value of $.01 per share. On May 19, 2006 we effected a stock split of
49,998.26 to 1. After the split, there were 49,998,260 common shares
outstanding, all then held by NGH. After the stock split, we issued an aggregate
of 3,415,584 shares for common stock to consultants and pursuant to the
exercise of warrants. On July 5, 2006, we amended our certificate of
incorporation to increase our authorized shares to 260,000,000, 250,000,000
common and 10,000,000 preferred.
  F-12
 Table of Contents
  All
references to share and per share amounts in these financial statements have
been retroactively adjusted to reflect the stock split.
 
 Since the
reestablishment of development stage operations, our operations had been funded
by our former parent, NGH, through June, 2006. NGH retained the proceeds
received from the exercise of warrants into our common stock on May 24, 2006.
These proceeds aggregated $500,500. We have allocated certain overhead expenses
paid by NGH to our operations. All funds expended by NGH on our behalf have been
recorded as additional paid-in capital.
  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 17,745,750 at December
31, 2007, with a weighted average 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.
  F-13
 Table of Contents
  On May
24, 2006, we issued 1,430,000 shares of our common stock to Lombard Odier
Deutsch of CIE, for an aggregate purchase price of $500,500 (or $0.35 per
share). The issuance reflected partial exercise of a warrant issued by
NGH.
 
 On June
20, 2006, we issued an aggregate of 1,270,737 shares of common stock in
consideration for services provided pursuant to consulting agreements with
NGH.
  On July
10, 2006, we issued options to purchase 3,000,000 shares of common stock to each
of two employees. The options vest over a three year period with 1,000,000
options vesting on each of the first second and third anniversaries of the grant
date. The options have an exercise price of $0.10 per share and expire five
years after date of grant. The options have been valued at $1,441,609 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 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 compensation expense is being recorded over the vesting period.
  On August
1, 2006, we issued an aggregate of 714,847 shares of common stock in
consideration for services provided pursuant to consulting agreements with
NGH.
 
 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 23,550 shares of 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, 2008 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), 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
convertible 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,
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). The charge to additional paid
in capital for 2007 was $31,502.
  F-14
 Table of Contents
  As of
December 31, 2007, we have accrued dividends in the amount of $24,532. The
accrued dividends have been added to the carrying value of the preferred stock
and have been charged to additional paid-in capital (since there is a deficit in
retained earnings).
 
 NOTE
D - INCOME TAXES
 
 We have
adopted SFAS No. 109 which 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.
 
 For
income tax reporting purposes, our parent has utilized all expenses paid on our
behalf through December 31, 2006. Therefore, we have no unused net operating
losses or deferred tax assets as of that date.
  Net
operating losses for tax purposes of approximately $311,000 at December 31, 2007
are available for carryover. The net operating losses will expire in 2027. 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. A reconciliation of the
statutory Federal income tax rate and the effective income tax rate for the year
ended December 31, 2007 follows:
  Significant
components of deferred tax assets and liabilities are as follows:
  2007Deferred
      tax assets:Net
      operating loss carryforward
              
              
              106,000Valuation
      allowance
              
              
              (106,000
              )Net
      deferred tax assets
              
              $
              —Statutory
      federal income tax rate
              
              
              -34%State
      income taxes, net of federal taxes
              
              
              0%Valuation
      allowance
              
              
              34%Effective
      income tax rate
              
              
              0%
 
 NOTE
E - 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).
   F-15
 Table of Contents
  As of
December 31, 2007 and 2006, advances payable to our president aggregated
$492,439 and $457,720, respectively. These advances are for working capital
purposes. The advances are non interest bearing.
  Our
president has also purchased $200,000 of the convertible notes described in Note
F 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
F - 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 2007 and 2006, amortization as interest expense amounted to
$33,033 and $15,747, 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
 Table of Contents
  NOTE
G - WARRANTS AND STOCK OPTIONS
 
 Employee
Stock Options
 
 Transactions
involving our stock options issued to employees are summarized as
follows:
 
 2007
              
              
              2006Number
              
              
              Weighted
                Average
                Exercise Price
              
              
              Number
              
              
              Weighted
                Average
                Exercise PriceOutstanding
      at beginning of the period
              
              
              6,000,000
              
              
              $
              0.10
              
              
              
              —
              
              
              $
              —Granted
      during the period
              
              
              —
              
              
              
              —
              
              
              
              6,000,000
              
              
              
              0.10Exercised
      during the period
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Terminated
      during the period
              
              
              (3,000,000
              )
              
              
              0.10
              
              
              
              —
              
              
              
              —Outstanding
      at end of the period
              
              
              3,000,000
              
              
              $
              0.10
              
              
              
              6,000,000
              
              
              $
              0.10Exercisable
      at end of the period
              
              
              1,000,000
              
              
              $
              0.10
              
              
              
              —
              
              
              $
              —
  During
2007 and 2006, we recognized $120,134 and $240, 268, respectively, in
compensation cost related to stock options. Compensation cost related to
nonvested options of $360,402 at December 31, 2007 will be recognized over the
next 1.5 years.
 
 At
December 31, 2007, the aggregate intrinsic value of options vested and expected
to vest was $750,000. Aggregate intrinsic value represents the difference
between the Company’s closing stock price on the last trading day of the fiscal
period, which was $0.35 as of December 31, 2007, and the exercise price,
multiplied by the number of options outstanding. The intrinsic value of options
exercisable at December 31, 2007 was $250,000.
 
 Warrants
 
 Transactions
involving our warrant issuances are summarized as follows:
  2007
              
              
              2006Number
              
              
              Weighted
                Average
                Exercise Price
              
              
              Number
              
              
              Weighted
                Average
                Exercise PriceOutstanding
      at beginning of the period
              
              
              25,586,570
              
              
              $
              0.36
              
              
              $
              —
              
              
              $
              —Granted
      during the period
              
              
              3,647,426
              
              
              
              0.45
              
              
              
              27,016,570
              
              
              
              0.35Exercised
      during the period
              
              
              (7,440,820
              )
              
              
              0.36
              
              
              
              (1,430,000
              
              
              
              0.35Terminated
      during the period
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Outstanding
      at end of the period
              
              
              21,793,176
              
              
              $
              0.37
              
              
              
              25,586,570
              
              
              $
              0.36Exercisable
      at end of the period
              
              
              21,793,176
              
              
              $
              0.37
              
              
              
              25,586,570
              
              
              $
              0.36
   F-17
 Table of Contents
  The
number and weighted average exercise prices of our options and warrants
outstanding as of December 31, 2007 is as follows:
 
 Range
      of Exercise Prices
              
              Remaining
                Number
                Outstanding
              
              Weighted Average
                Contractual Life
                (Years)
              
              Weighted Average
                Exercise Price$0.10
              
              
              3,000,000
              
              $
              3.5
              
              $
              0.10$0.25
              
              
              200,000
              
              
              .3
              
              $
              0.25$0.35
              
              
              19,531,334
              
              
              1.2
              
              $
              0.35$0.50
      - $0.57
              
              
              2,061,842
              
              
              4.7
              
              $
              0.56
 
 NOTE
H - COMMITMENTS
 
 We lease
our plant in The Netherlands pursuant to a lease with an annual rental of
approximately $84,000. The lease terminates 12 months after notice of
termination is given by us or the landlord.
 
 We occupy
our office facilities pursuant to month-to-month leases. Rent expense for 2007
and 2006 was $98,525 and $25,968, respectively.
  F-18
 Table of Contents
  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
 
 None.
  ITEM 8A. CONTROLS AND PROCEDURES
 
 Not
applicable.
 
 ITEM 8A(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,
2007.  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, 2007 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,
2007, 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.
  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 8B. OTHER INFORMATION
 
 None.
  - 15
-
 Table of Contents
  PART III
  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
  MANAGEMENT
 
 The
following table sets forth the names, ages and positions of our executive
officers and directors as of December 31, 2007:
 
 Name
              
              Age
              
              Position
      and Offices with the CompanyJacques
      Mot
              
              51
              
              Chairman
      of the Board of Directors, President and CEOMarcel
      Rokegem
              
              58
              
              DirectorRobert
      Scherne
              
              51
              
              Chief
      Financial OfficerNils
      Berten
              
              39
              
              Chief
      Operating Officer
  Jacques
Mot served as the Chairman of the Board, President and CEO for 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.
 
 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 has served as CFO
and Secretary of Forme Capital, Inc. from September 2007 to present, as 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.
  Mr. Nils
Berten recently 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.
 
 The Board
of Directors has determined that Mr. Rokegem is “independent” as that term is
used in Item 7(d) (3) (iv) of Schedule 14A of the Exchange Act.
 
 No
familial relationships exist between any Directors and any Executive
Officers.
 
 SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Each of
Lombard Odier Darier Hentsch & CIE and Richard Von Tscharner are deemed to
be beneficial owners of more than ten percent of the Company’s Common Stock and
failed to timely file their respective Form 3s due to a delay in obtaining the
necessary paperwork from overseas as each is a non-U.S. person. 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 2007.
 
 CODE
OF ETHICS POLICY
 
 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 as we have not had the financial resources
to do so and our businesses had until recently been dormant.
  - 16
-
 Table of Contents
  ITEM
10. EXECUTIVE COMPENSATION
 
 Summary Compensation
Table
 
 The
following table sets forth the cash and non-cash compensation for awarded to or
earned by (i) each individual serving as our chief executive officer during the
fiscal year ended December 31, 2007, (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, 2007
and who received in excess of $100,000 in the form of salary and bonus 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, 2007 but who received in excess of $100,000 in the form of
salary and bonus during such fiscal year (collectively, the “named executive
officers”):
  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
              
              
              2007
              
              
              390,000
              
              
              —
              
              
              —
              
              
              240,268
              (1)
              
              —
              
              
              —
              
              
              —
              
              
              630,268Chief
      Executive Officer
              
              
              2006
              
              
              283,000
              
              
              —
              
              
              —
              
              
              120,134
              (1)
              
              —
              
              
              —
              
              
              —
              
              
              403,634
  (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%
 
 Employment
Agreements
 
 NGH
entered into a Consulting Agreement with Jacques Mot dated July 5, 2000 pursuant
to which Mr. Mot receives $27,000 per month for his services to the Company. 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 he
received 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).
 
 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 Registrant 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.
  - 17
-
 Table of Contents
  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, 2007 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 ($)
              
              Estimated
      Per Share Market Value at Grant Date if Greater than
      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
              
              
              1,000,000
              
              
              2,000,000
              
              
              2,000,000
              
              
              0.10
              
              
              0.29
              
              
              7/10/2011
              
              
              —
              
              
              —
              
              
              —
              
              
              —
 
 Director
Compensation
 
 The
following table sets forth the compensation of the directors of the Company for
the fiscal year ended December 31, 2007:
 
 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
              
              
              49,764
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              49,764
 
 The
$49,764 in fees paid to Marcel Rokegem for the fiscal year 2007 was paid on the
basis of a monthly retainer 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.
 
  - 18
-
 Table of Contents
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
 
 Common
Stock
 
 The
following table sets forth, certain information, as of February 29, 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)
              
              
              40,572,076
              
              
              41.1
              %Marcel
      Rokegem
              
              
              50,000
              
              
              *
              %Robert
      Scherne
              
              
              117,579
              
              
              *
              %Lombard
      Odier Darier Hentsch & CIE (3)
                Rue
      de La Coraterie 11
                1204
      Geneva, Switzerland
              
              
              10,000,000
              
              
              10.0
              %Richard
      von Tscharner (4)
                Rue
      de La Coraterie 11
                1204
      Geneva, Switzerland
              
              
              11,000,000
              
              
              10.9
              %Gommaire
      Verbruggen (5)
                Holleblokstraat
      33
                Scherpenheuvel,
      Belgium 3270
              
              
              6,124,200
              
              
              5.9
              %All
      executive officers and directors as a group (4 persons)
              
              
              41,139,655
              
              
              41.6
              %
 
 * less
than 1%
 
 (1)
              Shares
      of common stock subject to warrants or other instruments currently
      exercisable or exercisable 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, but are not deemed outstanding for computing the percentage
      of any other person.(2)
              Consists
      of (i) 400,000 shares issuable upon conversion of a $200,000
      convertible loan made by Mr. Mot on July 10, 2006, (ii) immediately
      exercisable warrants to purchase an additional 400,000 shares of common
      stock at an exercise price of $0.50 per share, (iiii) 1,000,000 shares
      issuable upon exercise of immediately exercisable options and (iv)
      38,772,076 issued and outstanding shares of common stock. Does not include
      unvested options issued to Mr. Mot to purchase 2,000,000 shares of common
      stock.(3)
              Consists
      of (i) 7,300,000 issued and outstanding shares of common stock and
      (ii) immediately exercisable warrants to purchase 2,700,000 shares of
      common stock at an exercise price of $0.35 per share. Mr. Richard von
      Tscharner has shared voting control over the shares and warrants held by
      Lombard Odier Darier Hentsch & CIE.(4)
              Richard
      von Tscharner is an affiliate of Lombard Odier Darier Hentsch & CIE
      (“LODH”) and has shared voting control over shares and warrants held by
      LODH. Beneficial ownership consists of (i) 7,300,000 issued and
      outstanding shares of common stock held by LODH, (ii) immediately
      exercisable warrants, held by LODH, to purchase 2,700,000 shares at
      an exercise price of $0.35 per shares and (iii) 1,000,000 shares issuable
      upon conversion of Series B-1 Convertible Preferred Stock owned by Mr. von
      Tscharner. Does not include 300,000 shares issuable pursuant to a warrant
      held by Mr. von Tscharner which is not exercisable until May 7,
      2008.(5)
              Includes
      immediately exercisable warrants to purchase 3,062,100 shares of common
      stock at a purchase price of $0.35 per share.
  Series B Convertible
Preferred Stock
 
 The
following table sets forth, certain information, as of February 29, 2008,
regarding beneficial ownership of our Series B Convertible Preferred Stock,
including Sub-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 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
              
              
              *
              %Bernard
      Droux
              
              
              5,000
              
              
              23.8
              %Richard
      von Tscharner
              
              
              3,800
              
              
              18.1
              %Muriel
      Rochat
              
              
              3,000
              
              
              14.3
              %Pierangelo
      Bottinelli
              
              
              2,500
              
              
              11.9
              %Byfelt
      Company Limited
              
              
              2,500
              
              
              11.9
              %All
      executive officers and directors as a group (4 persons)
              
              
              0
              
              
              *
              %
 
 * less
than 1%
  - 19
-
 Table of Contents
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
  Plastinum
has received advances from Mr. Jacques Mot for working capital purposes. As of
December 31, 2007, the outstanding amount of such advances was $492,439. The
advances are non-interest bearing.
 
 ITEM 13. EXHIBITS LIST
  The following documents are
filed as part of this Form :
  Financial Statements.
See index of Financial Statements on page F-1 at the beginning of the attached
Financial Statements.
  Exhibits.
  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
              
              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, 2007.10.1
              
              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
              
              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, 2006.10.8
              
              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, 2007.10.9
              
              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, 2007.10.10
              
              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.
   - 20
-
 Table of Contents
 
 21.1
              
              Subsidiaries
      of the Registrant, incorporated by reference to the Company’s Form SB-2
      filed on April 10, 2007.31.1
              
              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.
   - 21
-
 Table of Contents
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 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, 2007 and 2006:
  Fee
      Category
              
              Fiscal 2007
                Fees
              
              
              Fiscal
      2006
                FeesAudit
      Fees
              
              $
              27.939
              
              
              $
              23,000Audit-Related
      Fees
              
              
              10,400
              
              
              
              —Tax
      Fees
              
              
              4,875
              
              
              
              —All
      Other Fees
              
              
              —
              
              
              
              —Total
      Fees
              
              $
              43,214
              
              
              $
              23,000
  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 2006.
 
 TAX FEES.
Consists of fees billed for professional services for tax compliance, tax advice
and tax planning. There were no tax services provided in fiscal
2006.
 
 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
2007 or 2006.
 
 POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS
 
 The
Company currently does not have a designated 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.
  - 22
-
 Table of Contents
  SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the Company has caused
this report to be signed on its behalf on December 31, 2008 by the undersigned,
thereunto duly authorized.
  PLASTINUM POLYMER TECHNOLOGIES
      CORP.
                (Registrant)By:
              /s/
      Jacques
      MotJacques
      Mot
                (Chief
      Presiding Officer)
  In
accordance with the Exchange Act, this report has been signed below on December
31, 2008 by the following persons in the capacities indicated:
  By:
              /s/
      Jacques
      MotJacques
      Mot
                Director
      and CEO
                (Principal
      Executive Officer)By:
              /s/
      Robert ScherneRobert
      Scherne
                Interim
      Chief Financial Officer
                (Principal
      Financial and Accounting Officer)By:
              /s/
      Marcel RokegemMarcel
      Rokegem
                DirectorBy:Pierre
      Kladny
                Director
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23 -