**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-KSB**





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the fiscal 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 000-52693**





**Real
      Paper Displays, Inc.**


(Exact
      name of registrant as specified in its charter)





**Nevada**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            **20-4902288**
              (I.R.S.
                Employer
              Identification
                No.)**4340
                Von Karman Avenue**
              **Suite
                200**
              **Newport
                Beach, CA**
              (Address
                of principal executive offices)
            
            **92660**
              (Zip
                Code)





**Issuer’s
      telephone number (949) 812-5905**





Securities
      registered under Section 12(g) of the Exchange Act:





**Common
      stock, $0.001 par value**


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o .





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. x





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





State
      issuer’s revenues for its most recent fiscal year.  $-0- for
      the year ended December 31, 2007.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in rule
      12b-2 of the Exchange Act.) $889,098, based on the closing price of $0.11 for
      the common stock on April 10, 2008.





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date. As of March 31, 2008, there were 61,221,000
      shares of common stock, no par value, issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to rule
      424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24, 1990).
      None.





Transitional
      Small Business Disclosure Format (check one):  Yes
oNo
x.







**REAL
      PAPER DISPLAYS, INC.**





**TABLE
      OF CONTENTS**


ITEM
                  1—
              DESCRIPTION
                  OF BUSINESS
              1ITEM
                  2 —
              DESCRIPTION
                  OF PROPERTY
              7ITEM
                  3 —
              LEGAL
                  PROCEEDINGS
              7ITEM
                  4 —
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              7**PART
                  II**ITEM
                  5 —
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                  ISSUER PURCHASES OF EQUITY SECURITIES
              8ITEM
                  6 —
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              11ITEM
                  7 —
              FINANCIAL
                  STATEMENTS
              15ITEM
                  8 —
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              15ITEM
                  8A —
              CONTROLS
                  AND PROCEDURES
              15ITEM
                  8A(T) —
              CONTROLS
                  AND PROCEDURES
              16ITEM
                  8B —
              OTHER
                  INFORMATION
              17**PART
                  III**ITEM
                  9 —
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              18ITEM
                  10 —
              EXECUTIVE
                  COMPENSATION
              20ITEM
                  11 —
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
                  RELATED STOCKHOLDER MATTERS
              22ITEM
                  12 —
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              24ITEM
                  13 —
              EXHIBITS
              27ITEM
                  14 —
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              27











**PART
      I**





This
      Annual Report includes forward-looking statements within the meaning of the
      Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
      on management’s beliefs and assumptions, and on information currently available
      to management. Forward-looking statements include the information concerning
      possible or assumed future results of our operations set forth under the heading
      “Management’s Discussion and Analysis of Financial Condition or Plan of
      Operation.” Forward-looking statements also include statements in which words
      such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“consider” or similar expressions are used.





Forward-looking
      statements are not guarantees of future performance. They involve risks,
      uncertainties and assumptions. Our future results and shareholder values may
      differ materially from those expressed in these forward-looking statements.
      Readers are cautioned not to put undue reliance on any forward-looking
      statements.





**ITEM
      1 — DESCRIPTION OF BUSINESS**





**Company
      Overview**





We
      were
      incorporated on May 11, 2006, in the State of Nevada, as Real Paper Displays,
      Inc. We entered into that certain Venture
      Acceleration Agreement, as amended by that certain Addendum to Venture
      Acceleration Agreement dated January 31, 2007 (collectively, the “Venture
      Acceleration Agreement”), with
      Select University Technologies, Inc., a California corporation (“SUTI”), and a
      Patent License Agreement dated February 12, 2007 (the “Patent License
      Agreement”), with The University of Texas at Austin (the “University”), for the
      purpose of rapidly commercializing cellulose electronic paper, a patented
      technology created at the University.





Professor
      R. Malcolm Brown, Jr. and his associates at the University, who work in the
      area
      of Materials Science and Engineering and Molecular Genetics and Microbiology
      envisioned microbial cellulose as a base for electronic paper and have been
      working to demonstrate the proof of concept of developing a dynamic display
      on
      cellulose that holds
      pixels of “ink” (electrochromic dye) within the chemistry of the paper, delivers
      a crisp, “ink-on-paper” presentation of text and graphics, has the ability to
      change images, and requires no power to maintain the image.





SUTI
      is a
      multi-project business accelerator, devoted to launching new technology
      companies based on university science research. SUTI facilitated the execution
      of the Patent License Agreement for the exclusive, unrestricted, worldwide
      commercialization of cellulose electronic paper. In connection with the
      execution of the Patent License Agreement, we entered into the
      Venture Acceleration Agreement with SUTI, pursuant to which SUTI will provide
      a
      variety of services and benefits to us, including managerial
      services.





The
      patented core technology - cellulose electronic paper - enables a new class
      of
      dynamic, changeable medium for signs. We **** manufacture
      and market RealPaper SM  paper-based
      electronic displays (PEDs) - dynamic electronic displays that deliver the
      clarity, contrast and visual appeal of ink-on-paper signs, plus the flexibility
      to change the display message remotely, wirelessly and instantly.





We
      anticipate that the RealPaper PED will provide retailers with an effective
      method to (i) present timely and dynamic product information, and (ii) provide
      offers and marketing messages to retail customers at the point of purchase
      (POP)
      and point of information (POI).





We
      believe that our initial product offerings provide a compelling alternative
      to
      traditional paper signs in the specific category of indoor retail displays.
      Additionally, we believe The RealPaper PEDs enable a merchandising
      call-to-action by way of visually superior, cost effective, dynamic content.
      This content can be linked to internal product/pricing systems for current
      and
      easily changeable data .




1





**License
      Agreement**





We
      executed the Patent License Agreement with the Board of Regents (“Board”) of The
      University of Texas System (the “System”). The Board owns rights to various
      patents related to microbial cellulose and methods for making and using
      electronic paper (the “Licensed Patents”) that were developed at the University,
      a component institution of the System. The Patent License Agreement continues
      until the Licensed Patents expire or are terminated. Pursuant to the Patent
      License Agreement, we secured the right and license to use, develop,
      manufacture, market, and commercialize the Licensed Patents in exchange for
      (i)
      an upfront license fee of $25,000; (ii) the reimbursement of costs of $42,016
      incurred by the University through 2007 to obtain the patent; (iii) an annual
      maintenance fee of $10,000; and (iv) a running royalty rate of three percent
      (3%) of gross revenue and fifty percent (50%) of revenue from sublicenses,
      subject to annual minimums. Future minimum royalty payments and the annual
      patent maintenance fee are as follows: (a) $110,000 for the period ended
      December 31, 2008, (b) $110,000 for the period ended December 31, 2009, (c)
      $310,000 for the period ended December 31, 2010, and (d) $510,000 for each
      12-month period thereafter through the life of the patent.





**Venture
      Acceleration Agreement**





In
      connection with the execution of the Patent License Agreement with the
      University, we entered into the Venture
      Acceleration Agreement with SUTI, for a term of three years (the “Initial
      Term”), renewable upon terms and conditions mutually agreed upon by Real Paper
      and SUTI. Pursuant to the Venture Acceleration Agreement, SUTI has agreed to
      provide a variety of services and benefits to us, including managerial services,
      in exchange for the following fees: (i) a management fee consisting of a
      one-time initial fee of $100,000, concurrent with the execution of the Venture
      Acceleration Agreement, and an annual fee in the amount $930,000, payable on
      the
      first day of every month, in twelve equal installments of $77,500, $37,500
      of
      which is payable in cash or Real Paper common stock and $40,000 of which is
      payable in Real Paper common stock to SUTI and other individuals at the initial
      rate of $0.125 per share (320,000 shares per month). The number of shares will
      be adjusted to the previous day’s closing price should the Company’s shares
      become actively traded in the future; and (ii) a performance fee consisting
      of
      (a) a fee of 6% of our gross revenues during the Initial Term; (b) a fee of
      15%
      of our quarterly operating profit for the remaining term of the Venture
      Acceleration Agreement, unless we achieve an operating profit in the forth
      quarter of our third year of operations, in which case, the performance fee
      will
      be 15% of our gross revenues during the two years following the expiration
      of
      the Initial Term and then 15% of our quarterly operating profit for the
      remaining term of the Venture Acceleration Agreement. In partial satisfaction
      of
      our obligations under the Venture Acceleration Agreement, through December
      31,
      2007 we have issued an aggregate of 5,236,000 shares of our common stock to
      SUTI
      or its assigns. As
      of
      December 31, 2007 and 2006, total management fees that remained due to SUTI
      (after the issuance of shares) were $710,703 and $268,000,
      respectively.





**Principal
      Product**





*Initial
      product offerings*





We
      believe the RealPaper Displays Portable Point-of-Purchase
      (POP)/Point-of-Information (POI) Display System provides a cost-effective means
      to (i) present timely product/service information, and (ii) provide offers
      and
      marketing messages in multiple ways and in multiple environments, without the
      high cost and high power requirements of traditional display
      systems.





To
      provide full color capability and customer control of branding/appearance,
      we
      intend to initially employ a “hybrid” process consisting of printing
      fixed/static information using conventional means, combined with
      variable/dynamic writable regions that can be changed electronically to deliver
      targeted, highly relevant messages at the maximum point of impact. Initial
      development will focus on Remote Dynamic Units configured as a tabletop display
      system and/or general purpose retail signage solution.




2





*Additional
      product offerings*





We
      intend
      to develop additional platforms to address the various market requirements.
      The
      platforms will differ primarily in the way they communicate, store and write
      the
      desired display content. Different environments and specific customer
      reqirements dictate the appropriate platform solution.





*Increased
      Revenue*





Costs
      related to retail POP signage are budgeted in advertising and have a return
      on
      investment measured by increased sales. We believe our products will be
      appealing in terms of advertising effectiveness—the ability to attract
      attention, build business and generate greater revenue.





Factors
      include:





·
            Dynamic
                content and unique, distinctive appearance demands
                attention,


·
            Rapid
                or frequent update increases amount of information
                presented,


·
            Increased
                number of “turns” or “messages” per
                display,


·
            Targeted,
                buyer-specific message for precision
                marketing/merchandising,


·
            Current
                and correct product information and pricing,
                and


·
            Centralized
                control - remote distribution.





*Lower
      Costs*





Our
      products may reduce or eliminate associated costs in the following categories:





·
            Printing
                (internal or out-sourced),


·
            Spoilage
                (overprinting, lost, wrong size),


·
            Shipping,


·
            Hanging,
                installation, and


·
            Relocation,
                repositioning or maintenance.





*Primary
      Selling Points*





We
      believe our RealPaper Displays provide significant advantages and selling points
      over traditional paper and other display media, including:





·
            Increased
                revenue by attracting more eyes and presenting more messages,


·
            Efficiency
                of operation in consistent messages, rapid and frequent change,


·
            Bistable
                power requirements needing current only to change message,


·
            Battery
                operated with low power consumption, typically less than 3 Vdc,


·
            Wireless
                portability, easily moved without media or power cables,


·
            Remarkable
                viewing quality with the natural visual experience of real
                paper,


·
            Wide,
                off-angle viewing; clarity without reflection up to 180
                degrees,


·
            High
                18-24:1 contrast ratio, even better than ordinary paper signs,


·
            Crisp
                resolution of 80 dpi, and up to 300 dpi, presenting quality text
                and
                images,
                and


·
            Attention-getting
                dynamic content; easily changeable, timely
                updates.




3





**The
      Market**





The
      mass
      communication display market is well-defined and represents $104 billion in
      annual retail value. This estimate includes outdoor displays valued at $26
      billion and indoor display sales valued at $78 billion. The largest individual
      sector among indoor displays (over 50%) is the POP category—our primary target
      market—at $41 billion. 1





**Distribution
      Methods**





We
      intend
      to initially and primarily focus on being a replacement for signs that are
      within the vast world of mass communications. This sub-sub-sector is $41.89
      billion in size, with an estimated 106 billion display units in various
      applications, at over 1.1 million retail establishments, 2  with an
      estimated 350,000 decision makers. Our marketing and sales program targets
      the
      innovators and early adopters in this universe.





*Retailer
      Direct Market*





Within
      the 1.1 million retail establishments, we intend to identify and further qualify
      retailer decision makers who are or may become innovators and early adopters.
      These are likely to be retailers who demonstrate through current product
      offering, advertising, merchandising and/or POP/POS activities as
      being:




·
            Innovative/Original  ·**
            Aggressive/Dynamic


·
            Creative/Artistic





·
            Resourceful/Inventive




These
      attributes suggest retailers who are open to new ideas, seek competitive
      advantages, and display a willingness to “push the envelope.” Retailers in this
      group have a defined plan to grow their business and expand their market
      share.





*Product
      Manufacturer/Distributor Market*





Similar
      characteristics will be evident with new and emerging products or product
      categories. We intend to identify those growth-oriented manufacturers who are
      seeking a breakthrough, new product introduction, or retail POP advantage.
      An
      example business in this category would be the manufacturer or distributor
      of
      specialty/performance beverages with a new product introduction, expansion
      of
      market share, and/or seeking central or regional control of branding and
      messaging at the point of purchase.





Overall
      focus will be to identify and reach innovators and early adopters, beginning
      with a Southern California regional emphasis. We intend to first open a western
      region office in Orange County, California to provide early access to markets
      in
      the Western United States. This location has the additional advantages of being
      co-located with the corporate head offices.





During
      the early months of sales activity in the Western Region, we intend to undergo
      a
      fine-tuning as it relates to the final details of making, selling and delivering
      the product.







1 Liz
          Ziepniewski, Consultant, IT Strategies Inc, Hanover, MA; Second Paper Like
          Display Conference, February 2005, Compiled from multiple sources by
          author.
 2 IT
          Strategies Inc, Hanover, MA; Second Paper Like Display Conference.


4





*Lead
      Generation*





Our
      marketing team will generate leads through various lead-generation programs.
      Leads will be passed to our prospecting group. Prospecting will take the leads
      through the early steps in the sales process and further qualify leads into
      “prospects.” Finally, these pre-qualified prospects will be passed to our direct
      sales staff for the final steps in the sales process.





*Trade
      shows, conferences and events*





We
      plan
      to attend, display and/or participate in select regional and national events
      related to retail POS/POP advertising display. Attendance and demonstrations
      at
      such trade shows, expos, conferences and similar appropriate events will be
      vital to our promotional, educational, opinion leader and lead generation
      efforts.





*List
      acquisition - Direct Mail and Telemarketing*





In
      addition to trade shows and other events, we intend to acquire appropriate
      lists
      and conduct direct mail and telemarketing campaigns to identify qualified leads.





*Presentations,
      speeches and demonstrations*


We
      intend
      to make available management and technical staff for a variety of related
      events. The opportunity in this area is to reach opinion leaders, who in turn
      can spread the word to end-user or intermediate customers.





*Advertising*





Our
      Internet strategy will be to establish and actively promote a robust and
      creative website to:





·
            reach
                key audiences, including innovative end-users, POP, sign, technology,
                retail industry opinion leaders, creative individuals and forces
                in
                POP,


·
            actively
                solicit direct inquiry, leads, prospects and opportunities from these
                audiences,


·
            provide
                easily accessible, detailed sales support, product description and
                success
                stories,


·
            proactively
                inspire and/or facilitate awareness of creative applications of the
                product,


·
            validate
                RealPaper as a leader and authority in the technology, products and
                applications, and





·
            provide
                numerous still and dynamic visual presentations of product and
                applications.





*Sales
      Force*





We
      intend
      to employ sales personnel (specialists) to:





·
            Sell
                our products directly to end users, primarily
                retailers,


·
            Develop
                product and brand awareness in retail sign and related creative
                industries, and


·
            Provide
                ongoing sales support.





**Intellectual
      Property**





*Acquisition
      of Rights*





The
      Board
      of Regents of the University will continue to own, manage and protect the key
      intellectual property rights associated with cellulose electronic paper. SUTI
      facilitated the execution of the Patent License Agreement with the University
      to
      exclusively license key intellectual property in the form of patents, copyrights
      and other know-how that we expect will provide us with a competitive barrier
      to
      entry for the products we intend to offer to the market. Under the Patent
      License Agreement, we hold exclusive worldwide rights to the key enabling
      technology invented by Dr. Brown et. al., and assigned to the Board of Regents
      of the University of Texas System as follows:





·
            U.S.
                Patent Number 4,942,128 (1990), “Microbial cellulose modified during
                synthesis.” Inventor: R. Malcolm Brown. Assignee: Board of Regents, the
                University of Texas System, Austin,
                TX.




5


·
            U.S.
                Patent Application Number 60/507,961 (2004), “Compositions, methods and
                systems for making and using electronic paper.” Inventors: Jay Shah, R.
                Malcolm Brown, Robert Wenz and YuYu Sun.





Through
      our relationship with the University, we intend to maintain and defend our
      existing intellectual property rights acquired from the University. It is also
      expected that we will generate our own exclusive improvements, or other new
      intellectual property, as a result of its commercialization activities.





*Copyrights,
      trade and service marks*





Additionally,
      we intend to create, document and defend certain copyrighted, trade or service
      mark materials including, but not limited to: corporate name, Internet URL,
      logos, products names and ad copy that add value and assets.





**Competition**





Our
      products compete with traditional paper POP signs. In addition, several
      competitive technologies have emerged in the broader e-paper or “paper-like”
displays category. Companies in this market include Ntera, E-Ink, Kent Displays,
      and others. We distinguish ourself from all other paper-like displays as being
      true ink-on-paper. Significantly, there is no “view-through-front-plane” surface
      required for our products, which is required by other technologies. This ITO
      (indium titanium oxide) coated glass creates glare, minimizes viewing angle
      and
      contrast ratio, as well as tending to increase the product component costs.
      While a generalization, our competitors use technologies that are based on
      or a
      derivative of traditional display technology and thus suffer from the
      short-comings of common displays like LED screens.





As
      the
      summary chart below indicates, we distance ourself from the competition by
      offering the widest viewing angle, lower voltage/current requirements, bi-stable
      memory (image remains after current is removed), and superior contrast ratios
      resulting in the least disruptive glare interference in all lighting conditions.
      While a number of competitors such as E-Ink and Kent have established positions
      in the marketplace with early products, we believe we are closer to the goal
      of
“paper like displays” because our displays are true ink-on-paper instead of a
      derivation of traditional display technologies.





**REALPAPER
      COMPETITON CHARACTERISTICS**


**Printed
                  Sheet**
              
              **Electrophoretic**
              
              **ChLCD**
              
              **BiNem
                  LCD**
              
              **ECD**
              
              **ECD**Example:
              
              Newspaper
              
              E-Ink,
                  Bridgestone
              
              Kent,
                  Fujitsu
              
              Nemoptic
              
              Ntera,
                  Aveso
              
              **RealPaper**-
                  Signage
              
              SiPix
              
              
              
              ZBD
              
              DainipponContrast
                  atNormal
                  View:
              
              4:1
              
              4:1
              
              2:1
              
              15:1
              
              18:1
              
              **18-24:1**Contrast
                  at 40Degree
                  View:
              
              4:01
              
              4:1
              
              <
                  2:1
              
              6:1
              
              <
                  10:1
              
              **>
                  10:1**Brightness:
              
              60%
              
              40%
              
              26%
              
              31%
              
              60%
              
              **70%**Speed:
              
              Static
              
              Slow
              
              Slow
              
              Fast
              
              Slow
              
              **Fast**Voltage:
              
              NA
              
              80-150
              
              40-160
              
              20-40
              
              1Vdc
              
              **1-3Vdc**Color:
              
              B/W
              
              B/W
              
              Blue/Yellow
              
              B/W
              
              B/W
              
              **B/W**Memory:
              
              Fixed
              
              Bistable
              
              Bistable
              
              Bistable
              
              Bistable
              
              **Bistable**


6





In
      summary, based upon the chart above, we exceed our competition in most areas.
      We
      believe we provide a special class of electrochromic display that enables higher
      contrast and faster switching characteristics at much lower voltage (energy)
      requirements as compared to other electronic display systems.





**Employees**





We
      currently have four individuals who are our officers and directors. For the
      rest
      of our operations, we use the services of independent contractors.





**ITEM
      2 — DESCRIPTION OF PROPERTY** ****





We
      lease
      our principal executive and administrative offices located at 4340 Von Karman
      Avenue, Suite 200, Newport Beach CA 92660. Select University Technologies,
      Inc.,
      our shareholder and the General Partner of SUTI Holdings, LP, our controlling
      shareholder, provides this space to us at no cost.





**ITEM
      3 — LEGAL PROCEEDINGS** ****





On
      November 7, 2007, one of our consultants filed a complaint against us in the
      Orange County Superior Court, Central Judicial District, alleging breach of
      contract and seeking to recover $40,566. The case name is Chris Pflanzer dba
      PR/DNA v. World Am, Inc.; Real Paper Displays, Inc.; Select University
      Technologies, Inc.; Intellistick, Inc.; Xpert Tecnologies, Inc.; and DOES 1
      through 100. The case number is 07CC11731. We filed our answer on December
      28,
      2007 and settlement negotiations are currently underway.





In
      the
      ordinary course of business, we may be from time to time involved in various
      pending or threatened legal actions. The litigation process is inherently
      uncertain and it is possible that the resolution of such matters might have
      a
      material adverse effect upon our financial condition and/or results of
      operations. However, in the opinion of our management, matters currently pending
      or threatened against us are not expected to have a material adverse effect
      on
      our financial position or results of operations.





To
      the
      best of our
      knowledge ,
      during
      the past five years, none of the following occurred with respect to our
      present or
      former directors or executive officers: (1) any bankruptcy petition filed by
      or
      against any business of which such person was a general partner or executive
      officer either at the time of the bankruptcy or within two years prior to that
      time; (2) any conviction in a criminal proceeding or being subject to a pending
      criminal proceeding (excluding traffic violations and other minor offenses);
      (3)
      being subject to any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of any competent jurisdiction, permanently
      or
      temporarily enjoining, barring, suspending or otherwise limiting his involvement
      in any type of business, securities or banking activities; and (4) being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      commodities futures trading commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.





**ITEM
      4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to a vote of the security holders during the fourth
      quarter of the last fiscal year.




7


**PART
      II**





**ITEM
      5 — MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS** **AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES**





**Market
      Information**





Our
      common stock began trading on the OTC Bulletin Board of the National Association
      of Securities Dealers, Inc. on August 1, 2007 under the symbol “RPPR.” Our
      common stock is only traded on a limited or sporadic basis and should not be
      deemed to constitute an established public trading market. There is no assurance
      that there will be liquidity in the common stock.





The
      following table sets forth the high and low bid information for each quarter
      within the two most recent fiscal years, as provided by the NASDAQ Stock
      Markets, Inc. The information reflects prices between dealers, and does not
      include retail markup, markdown, or commission, and may not represent actual
      transactions.





Bid
                PricesQuarter
                Ended
            
            High
            
            LowMarch
                31, 2008
            
            $
            0.11
            
            $
            0.06December
                31, 2007
            
            $
            0.13
            
            
            -0-September
                30, 2007
            
            
            N/A
            
            
            N/A





The
      Securities Enforcement and Penny Stock Reform Act of 1990 requires additional
      disclosure relating to the market for penny stocks in connection with trades
      in
      any stock defined as a penny stock. The Commission has adopted regulations
      that
      generally define a penny stock to be any equity security that has a market
      price
      of less than $5.00 per share, subject to a few exceptions that we do not meet.
      Unless an exception is available, the regulations require the delivery, prior
      to
      any transaction involving a penny stock, of a disclosure schedule explaining
      the
      penny stock market and the risks associated therewith.





**Holders**





As
      of
      March 31, 2008, there were 61,221,000 shares of our common stock issued and
      outstanding and held by 97 holders of record. We believe many of the shares
      of
      our common stock are held in “street name” and, therefore, we believe the actual
      number of shareholders is slightly higher.





**Dividend
      Policy**





We
      have
      not paid any dividends on our common stock and do not expect to do so in the
      foreseeable future. We intend to apply our earnings, if any, in expanding our
      operations and related activities. The payment of cash dividends in the future
      will be at the discretion of the Board of Directors and will depend upon such
      factors as earnings levels, capital requirements, our financial condition and
      other factors deemed relevant by the Board of Directors.





**Securities
      Authorized for Issuance under Equity Compensation Plans**





On
      August
      17, 2007, our Board of Directors approved the 2007 Non-Qualified Stock Grant
      and
      Option Plan (the “2007 Plan”) with 4,000,000 shares of our common stock
      available for issuance under the plan. The 2007 Plan offers selected employees,
      directors, and consultants an opportunity to acquire our common stock, and
      serves to encourage such persons to remain employed by us and to attract new
      employees. As of December 31, 2007 and March 31, 2008, we had issued 1,832,000
      shares of common stock under the 2007 Plan.




8





As
      of
      December 31, 2007, the plan information is as follows:




**Plan
                Category**
            
            **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**
            
            
            N/A
            
            
            N/A
            
            
            N/A**Equity
                compensation plans not approved by security
                holders**
            
            
            -0-
            
            
            N/A
            
            
            2,168,000**Total**
            
            
            -0-
            
            
            N/A
            
            
            2,168,000




**Recent
      Issuance of Unregistered Securities**





From
      August 2006 to May 2007, we issued an aggregate of 2,833,000 shares of our
      common stock, restricted in accordance with Rule 144 of the Securities Act
      of
      1933, to eighty (80) accredited investors, in exchange for total consideration
      of $354,125. The issuances were exempt from registration pursuant to Rule 506
      of
      Regulation D promulgated under the Securities Act of 1933.





On
      September 12, 2006, we issued an aggregate of 53,576,000 shares of our common
      stock as follows: SUTI Holdings, LP, of which Select University Technologies,
      Inc. is the General Partner (50,000,000) in exchange for aggregate cash
      consideration of $1,950; The Lebrecht Group, APLC, our legal counsel (1,656,000)
      in exchange for services rendered; and Select University Technologies, Inc.,
      of
      which Mr. Lennie, our Officer and Director, and Mr.Trentham, our Director,
      are
      shareholders, and the General Partner of SUTI Holdings, LP (1,920,000) to cover
      the management fees owed to it under the first six months of the Venture
      Acceleration Agreement. The issuances were exempt from registration pursuant
      to
      Section 4(2) of the Securities Act of 1933, and the shareholders were accredited
      investors.





On
      September 26, 2006, we issued 480,000 shares of our common stock to one
      individual in exchange for services rendered. The issuance was exempt from
      registration pursuant to Section 4(2) of the Securities Act of 1933, and the
      shareholder was sophisticated and familiar with our operations.





On
      February 12, 2007, we issued 10 shares of our Series A Convertible Preferred
      Stock, each share of which is convertible into 1% of our outstanding shares
      of
      common stock then outstanding, to the University of Texas at Austin, in exchange
      for the rights set forth in the Patent License Agreement with the the University
      of Texas at Austin. The issuance was exempt from registration pursuant to
      Section 4(2) of the Securities Act of 1933, and the shareholder was
      sophisticated and familiar with our operations.




9





On
      February 12, 2007, we issued 20 shares of our Series B Convertible Preferred
      Stock, each share of which is convertible into 1% of our outstanding shares
      of
      common stock then outstanding, to SUTI Holdings, LP, in connection with the
      execution of the Patent License Agreement with the the University of Texas
      at
      Austin. The issuance was exempt from registration pursuant to Section 4(2)
      of
      the Securities Act of 1933, and the shareholder was an accredited
      investor.




On
      December 27, 2007, we issued 2,500,000 shares of our common stock to Select
      University Technologies, Inc., of which Mr. Lennie, our Officer and Director,
      and Mr. Trentham, our Director, are shareholders, and the General Partner of
      SUTI Holdings, LP, to cover management fees owed to it under the Venture
      Acceleration Agreement. The issuance was exempt from registration pursuant
      to
      Section 4(2) of the Securities Act of 1933, and the shareholder was an
      accredited investor. The shareholder then transferred the shares to 6 different
      individuals or entities.




10


**ITEM
      6 — MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION** ****





**Disclaimer
      Regarding Forward Looking Statements**




Except
      for historical information, the materials contained in this Management's
      Discussion and Analysis are forward-looking (within the meaning of Section
      27A
      of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
      of
      1934) and involve a number of risks and uncertainties. Forward-looking
      statements are, by their very nature, uncertain and risky. These risks and
      uncertainties include international, national and local general economic and
      market conditions; demographic changes; the ability of the Company to sustain,
      manage or forecast its growth; the ability of the Company to successfully make
      and integrate acquisitions; raw material costs and availability; new product
      development and introduction; existing government regulations and changes in,
      or
      the failure to comply with, government regulations; adverse publicity;
      competition; the loss of significant customers or suppliers; fluctuations and
      difficulty in forecasting operating results; changes in business strategy or
      development plans; business disruptions; the ability to attract and retain
      qualified personnel; the ability to protect technology; and other risks detailed
      from time to time in the Company's filings with the Securities and Exchange
      Commission.





Although
      the forward-looking statements in this Annual Report reflect the good faith
      judgment of management, such statements can only be based on facts and factors
      currently known by the Company. Consequently, and because forward-looking
      statements are inherently subject to risks and uncertainties, actual results
      and
      outcomes may differ materially from the results and outcomes discussed in the
      forward-looking statements. Readers are urged to carefully review and consider
      the various disclosures made by the Company in this Annual Report and in its
      other reports, as an attempt to advise interested parties of the risks and
      factors that may affect the Company's business, financial condition, and results
      of operations and prospects.




**Overview**





We
      will
      develop, manufacture, and market the RealPaper Paper-Like Electronic Display
      (“PED”). The RealPaper PED is an electronic display that delivers the look of
      ink-on-paper signs that can be changed remotely, wirelessly and
      instantly.





The
      Board
      of Regents (“Board”) of the University of Texas System (the “System”) owns the
      rights to various patents related to microbial cellulose and methods for making
      and using electronic paper (the “Licensed Patents”) that were developed at the
      University, and we have the right and license to use, develop, manufacture,
      market, and commercialize the Licensed Patents. We have not, however, generated
      any revenue from our license of the patents.





Our
      biggest challenge is funding the continued research and development of our
      products, and then the marketing of our products, until they generate sufficient
      revenue to support our operations. For the foreseeable future, we will need
      to
      fund these activities through the sale of our common stock and borrowings under
      our unsecured revolving note payable to SUTI Holdings, LP.





Our
      financial statements are prepared using the accrual method of accounting in
      accordance with accounting principles generally accepted in the United States
      of
      America and have been prepared on a going concern basis, which contemplates
      the
      relization of assets and the settlement of liabilities in the normal course
      of
      business. We have sustained operating losses since our inception (May 11, 2006).
      From Inception (May 11, 2006) through December 31, 2007, we have an accumulated
      deficit of $2,697,797. In light of these and other circumstances, substantial
      doubt exists about our ability to continue as a going concern. These financial
      statements do not include any adjustments relating to the recoverability and
      classification of recorded assets or liabilities that might be necessary should
      we be unable to continue as a going concern.




11





**Results
      of Operations for the Year Ended December 31, 2007 and the period from Inception
      (May** **11,
      2006) through December 31, 2006** **.**





Introduction





We
      have
      not generated any revenue from May 11, 2006 (inception) through December 31,
      2007. Consequently, we continue to fund operations through the issuance and
      sale
      of stock and and borrowings under our unsecured revolving note payable to SUTI
      Holdings, LP. We anticipate that we will continue to fund our operations from
      borrowings on our unsecured revolving note payable until such time as we can
      begin to generate substantial revenue from the sale of our products. Presently,
      we do not have an estimate of when such revenues will begin.





Revenues,
      Loss from Operations and Net Loss





Our
      revenue, management fees, research and development expenses, general and
      administrative expenses, and net loss from operations and net loss for the
      year
      ended December 31, 2007, as compared to the period from Inception (May 11,
      2006)
      through December 31, 2006 are as follows:





Year
                Ended December 31, 2007
            
            Period
                from Inception
              (May
                11, 2006) Through December 31, 2006Revenue
            
            $
            -
            
            $
            -Management
                fees
            
            
            930,000
            
            
            565,000Research
                and development
            
            
            389,662
            
            
            -General
                and administrativeexpenses
            
            
            736,143
            
            
            71,511Loss
                from operations
            
            $
            (2,055,805
            )
            $
            (636,511
            )Interest
                expense
            
            
            5,481
            
            
            -Net
                Loss
            
            $
            (2,061,286
            )
            $
            (636,511
            )





Management
      fees earned by Select University Technologies, Inc. (“SUTI”) pursuant to the
      Venture Acceleration Agreement were $930,000, and $565,000 for the year ended
      December 31, 2007, and the period from inception (May 11, 2006) through December
      31, 2006, respectively. SUTI provides us with certain services and personnel
      pursuant to this agreement.





Research
      and development expense was $389,662 and $zero for the year ended December
      31,
      2007, and the period from inception (May 11, 2006) through December 31, 2006,
      respectively. Research and development consists of two components, pursuant
      to
      separate agreements; $290,600 related to sponsored research and $99,062 related
      to unrestricted research. Sponsored research consists of research and
      development related to the cellulose paper technology currently being developed
      by the Company in conjunction with the University. The second component consists
      of unrestricted research in which the University has sole discretion as to
      the
      subject of the research. No such agreements existed in 2006.




12





General
      and administrative expenses were $736,143 and $71,511 for the year ended
      December 31, 2007, and the period from inception (May 11, 2006) through December
      30, 2006, respectively. The largest individual component of general and
      administrative expense was professional fees. For the year ended December 31,
      2007 and the period from inception (May 11, 2006) through December 31, 2006,
      professional fees were $517,201 and $65,869, respectively. Professional fees
      were incurred for services by our legal counsel, independent registered public
      accounting firm and consultants.





The
      interest expense relates to borrowings under our unsecured revolving note
      payable to SUTI Holdings, LP. For the year ended December 31, 2007 and for
      the
      period from Inception (May 11, 2006) through December 31, 2006, interest expense
      totaled $5,481 and $0, respectively.





Our
      cumulative net loss for the period from Inception (May 11, 2006) through
      December 31,2007 was $2,697,797.





**Liquidity
      and Capital Resources**





Introduction





During
      the year ended December 31, 2007, and during the period from Inception (May
      11,
      2006) through December 31, 2006 we did not generate positive cash flow from
      operations. As a result, we funded our operations through the issuance and
      sale
      of our common stock and and borrowings under our unsecured revolving note
      payable to SUTI Holdings, LP.





Our
      cash,
      due from escrow agent, prepaid expenses, total current assets, and total assets
      as of December 31, 2007 and for the period from Inception (May 11, 2006) through
      December 31, 2006 were as follows:





December
                31,
            
            Period
                    from Inception
                  (May
                    11, 2006) Through
                  December
                    31,2007
            
            2006Cash
            
            $
            —
            
            $
            12,102Due
                from escrow agent
            
            
            —
            
            
            1,040Prepaid
                expenses
            
            
            —
            
            
            202,000Total
                current assets
            
            
            —
            
            
            215,142Total
                assets
            
            $
            67,016
            
            $
            269,404





Cash
      Requirements





During
      the year ended December 31, 2007, and during the period from Inception (May
      11,
      2006) through December 31, 2006, net cash used in operations was $398,984 and
      $20,581, respectively. Net cash used in operations for the period from Inception
      (May 11, 2006) through December 31, 2007 was $419,565.





The
      Company entered into an unsecured revolving note payable to SUTI Holdings,
      LP
      that was amended in January 2008 to allow the Company to borrow up to $400,000.
      The note is due 30 days after a written demand for payment had been made and
      bears simple interest at 10 percent per annum. At December 31, 2007, borrowings
      totaled $155,980. This unsecured note is anticipated to provide monies needed
      to
      meet the Company’s short-term cash requirements for 2008.




13





Sources
      and Uses of Cash





Operating
      Activities





Negative
      operating cash flows during the year ended December 31, 2007 were primarily
      created by a net loss from operations of $2,061,286 that was offset by common
      stock issued for services of $579,000, a decrease in due from escrow agent
      of
      $1,040, a decrease in prepaid expenses of $202,000, an increase in accounts
      payable and accrued expenses of $432,535 and an increase in the amount due
      to
      related party of $442,703. Negative operating cash flows during the period
      from
      Inception (May 11, 2006) through December 31, 2006 were primarily created by
      a
      net loss from operations of $636,511, an increase in prepaid expenses of
      $202,000, an increase in due from escrow agent of $1,040, offset by common
      stock
      issued for services of $468,950, an increase in accounts payable and accrued
      expenses of $82,020 and an increase in the amount due to related party of
      $268,000.





Investing
      Activities





Our
      net
      cash used for investing activities was $12,754 for the year ended December
      31,
      2007 and was used for the acquisition of intangibles compared to $54,262 that
      was used for the acquisition of intangibles for the period from Inception (May
      11, 2006) through December 31, 2006. Our net cash used in investing activities
      for the period from Inception (May 11, 2006) through December 31, 2007 was
      $67,016.





Financing
      Activities





For
      the
      year ended December 31, 2007, our net cash provided from financing activities
      was $399,636. This is a result of net proceeds from the sale of common stock
      of
      $249,125 and proceeds from a note payable to related party of $150,511. For
      the
      period from Inception (May 11, 2006) through December 31, 2006, our net cash
      provided from financing activities was $86,945. This is mainly the result of
      the
      net proceeds from the sale of common stock of $86,500. Our net cash provided
      by
      financing activities for the period from Inception (May 11, 2006) through
      December 31, 2007 was $486,581.





We
      are
      not generating sufficient cash flow from operations to fund growth. We cannot
      predict when we will begin to generate revenue from the sale of our products,
      and until that time, we will need to raise additional capital through the sale
      of our common stock or issuance of debt. If we are unsuccessful in raising
      the
      required capital, we may have to curtail operations.





**Critical
      Accounting Policies**





The
      discussion and analysis of the Company’s financial condition and results of
      operations are based upon its financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these financial statements requires the Company
      to
      make estimates and judgments that affect the reported amounts of assets,
      liabilities, revenues and expenses. In consultation with its Board of Directors,
      the Company has identified the following accounting policies that it believes
      are key to an understanding of its financial statements. These are important
      accounting policies that require management’s most difficult, subjective
      judgments.





The
      first
      critical accounting policy relates to valuation of stock issued for
      compensation. All issuances of our stock for non-cash consideration have been
      assigned a per share amount equaling either the market value of the shares
      issued or the value of consideration received, whichever is more readily
      determinable.




14





Our
      accounting policy for equity instruments issued to consultants and vendors
      in
      exchange for goods and services follows the provisions of Emerging Issues Task
      Force (“EITF”) Issue No. 96-18, *Accounting
      for Equity Instruments That are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* and EITF
      Issue No. 00-18, *Accounting
      Recognition for Certain Transactions Involving Equity Instruments Granted to
      Other Than Employees* .
      The
      measurement date for the fair value of the equity instruments issued is
      determined at the earlier of (i) the date at which a commitment for performance
      by the consultant or vendor is reached or (ii) the date at which the consultant
      or vendor's performance is complete. In the case of equity instruments issued
      to
      consultants, the fair value of the equity instrument is recognized over the
      term
      of the consulting agreement. In accordance to EITF 00-18, an asset acquired
      in
      exchange for the issuance of fully vested, non-forfeitable equity instruments
      should not be presented or classified as an offset to equity on the grantor's
      balance sheet once the equity instrument is granted for accounting
      purposes.





The
      second critical accounting policy relates to valuation of deferred tax assets.
      We account for income taxes under the provisions of SFAS No. 109, *Accounting
      for Income Taxes* .
      Under
      SFAS No. 109, deferred tax assets and liabilities are recognized for future
      tax
      benefits or consequences attributable to temporary differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax bases. 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 recovered or settled.
      A
      valuation allowance is provided for significant deferred tax assets when it
      is
      more likely than not that such asset will not be realized through future
      operations.





The
      third
      critical accounting policy relates to realizability of long-lived assets. We
      review our long-lived assets for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of the assets to future net cash flows
      expected to be generated from the assets. If the assets are considered to be
      impaired, the impairment to be recognized is measured by the amount by which
      the
      carrying amount exceeds the present value of estimated future cash
      flows.





**ITEM
      7 — FINANCIAL STATEMENTS** ****





The
      consolidated financial statements as of and for the period from May 11, 2006
      (inception) through December 31, 2006 and for the year ended December 31, 2007,
      are presented in a separate section of this report following Item
      14.





**ITEM
      8 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





There
      have been no events required to be reported by this Item 8





**ITEM
      8A — CONTROLS AND PROCEDURES**





We
      conducted an evaluation, with the participation of our Chief Executive Officer
      and Chief Financial Officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
      Act, as of December 31, 2007, to ensure that information required to be
      disclosed by us in the reports filed or submitted by us under the Exchange
      Act
      is recorded, processed, summarized and reported, within the time periods
      specified in the Securities Exchange Commission's rules and forms, including
      to
      ensure that information required to be disclosed by us in the reports filed
      or
      submitted by us under the Exchange Act is accumulated and communicated to our
      management, including our principal executive and principal financial officers,
      or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure. Based on that evaluation, our Chief
      Executive Officer and Chief Financial Officer have concluded that as of December
      31, 2007, our disclosure controls and procedures were not effective at the
      reasonable assurance level due to the material weaknesses described
      below.




15





In
      light
      of the material weaknesses described below, we performed additional analysis
      and
      other post-closing procedures to ensure our financial statements were prepared
      in accordance with generally accepted accounting principles. Accordingly, we
      believe that the consolidated financial statements included in this report
      fairly present, in all material respects, our financial condition, results
      of
      operations and cash flows for the periods presented.





A
      material weakness is a control deficiency (within the meaning of the Public
      Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
      combination of control deficiencies, such that there is a reasonable possibility
      that a material misstatement of the annual or interim financial statements
      will
      not be prevented or detected. Management has identified the following two
      material weaknesses which have caused management to conclude that, as of
      December 31, 2007, our disclosure controls and procedures were not effective
      at
      the reasonable assurance level:





1.  We
      do not
      have written documentation of our internal control policies and procedures;
      however, there are informal policies and procedures that cover the recording
      and
      reporting of financial transactions. Written documentation of key internal
      controls over financial reporting is a requirement of Section 404 of the
      Sarbanes-Oxley Act. Management evaluated the impact of our failure to have
      written documentation of our internal controls and procedures on our assessment
      of our disclosure controls and procedures and has concluded that the control
      deficiency that resulted represented a material weakness.





2.  We
      do not
      have sufficient segregation of duties within accounting functions, which is
      a
      basic internal control. Due to our size and nature, segregation of all
      conflicting duties may not always be possible and may not be economically
      feasible. However, to the extent possible, the initiation of transactions,
      the
      custody of assets and the recording of transactions should be performed by
      separate individuals. Management evaluated the impact of our failure to have
      segregation of duties on our assessment of our disclosure controls and
      procedures and has concluded that the control deficiency that resulted
      represented a material weakness.





To
      address these material weaknesses, management performed additional analyses
      and
      other procedures to ensure that the financial statements included herein fairly
      present, in all material respects, our financial position, results of operations
      and cash flows for the periods presented.





**Remediation
      of Material Weaknesses**




To
      remediate the material weaknesses in our disclosure controls and procedures
      identified above, we have continued to refine our internal procedures to begin
      to implement segregation of duties and to begin documenting policies and
      procedures.





**Changes
      in Internal Control over Financial Reporting**




Except
      as
      noted above, there were no changes in our internal control over financial
      reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
      during our most recently completed fiscal quarter that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting .




**ITEM
      8A(T) - CONTROLS AND PROCEDURES**




Because
      this is our first Annual Report after a registration statement, there is no
      disclosure required by this item.




16





**MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting for the Company. Our internal control over financial
      reporting is a process designed under the supervision of our CEO and CFO to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of our financial statements for external reporting purposes
      in accordance with U.S. generally accepted accounting principles. Management
      has
      made a comprehensive review, evaluation and assessment of the Company's internal
      control over financial reporting as of December 31, 2007. In making its
      assessment of internal control over financial reporting, management used the
      criteria issued by the Committee of Sponsoring Organizations of the Treadway
      Commission (“COSO”) in Internal Control−−Integrated Framework. In accordance
      with Section 404 of the Sarbanes−Oxley Act of 2002, management makes the
      following assertions:





·  Management
      will be implementing a process to monitor and assess both the design and
      operating effectiveness of internal control over financial
      reporting.





·  All
      internal control systems, no matter how well designed, have inherent
      limitations.  Therefore, even those systems determined to be effective
      can provide only reasonable assurance with respect to financial statement
      preparation and presentation.





·  Our
      management assessed the effectiveness of our internal control over financial
      reporting as of December 31, 2007.   In making this assessment, it
      used criteria set forth by the Committee of Sponsoring Organizations of the
      Treadway Commission (COSO) in Internal Control - Integrated
      Framework.  Based on that assessment, we believe that, as of December
      31, 2007, the Company’s internal control over financial reporting is
      deficient based on those criteria for the reasons stated above.





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 our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management's report in this annual
      report.





**ITEM
      8B — OTHER INFORMATION**





There
      is
      no disclosure required by this Item.




17


**PART
      III**





**ITEM
      9 — DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT**





**Directors
      and Executive Officers**





The
      following table sets forth the names, ages, and biographical information of
      each
      of our current directors and executive officers, and the positions with the
      Company held by each person, and the date such person became a director or
      executive officer of the Company. Our executive officers are elected annually
      by
      the Board of Directors. The directors serve one-year terms until their
      successors are elected. The executive officers serve terms of one year or until
      their death, resignation or removal by the Board of Directors. Unless described
      below, there are no family relationships among any of the directors and
      officers.





**Name**
            
            **Age**
            
            **Position(s)**Malcolm
                D. Lennie
            
            60
            
            Director,
                Chief Executive Officer, and SecretaryDaniel
                A. Hanson
            
            59
            
            Chief
                Financial Officer and DirectorBert
                E. Trentham
            
            65
            
            DirectorC.
                Robert Kline Jr., Ph.D.
            
            62
            
            Director





**Malcolm
      D. Lennie** ,
      age 60,
      is our Chief Executive Officer, Secretary, and Director, and has held these
      positions since July 2006. For 33 years, Mr. Lennie has been a practicing lawyer
      in Edmonton, Alberta. His areas of practice included small business commercial
      law, real property, intellectual property law, technology transfer issues,
      and
      litigation. From 1990 to the present, Mr. Lennie has been the founder and a
      partner of Lennie & Company and from 1998 to the present, he has been a land
      developer in Alberta.





**Daniel
      A. Hanson** ,
      age 59,
      is our Chief Financial Officer and Director, and has held these positions since
      February 2007. Mr. Hanson is co-founder of Technology Innovation Group, an
      Austin, TX, business that connects innovation to societal needs. Dan Hanson
      has
      more than 25 years professional experience in financial management, investment
      banking, risk management, and governmental policy development. More recently
      he
      has focused on venture capital formation, commercialization of technology,
      and
      R&D infrastructure in collaboration with centers of innovation. Previously,
      he was a consultant with Touchstone Financial Group, based in Washington, D.C.,
      working with the Government National Mortgage Association, the U.S. Department
      of Treasury, and the Federal Deposit Insurance Corporation. He holds a BS and
      a
      MS degree from the University of the Oregon. He also attended the Kennedy School
      of Government at Harvard University and graduated with a Master of Science
      degree.





**Bert
      E. (Sandy) Trentham** ,
      age 65,
      is a Director and SUTI’s Associate Vice President, Asia. Mr. Trentham is the
      former President and Chief Executive Officer of Composite Solutions Corporation
      located in the Puget Sound area of Washington State, a diversified composite
      products manufacturer serving the Aerospace and Industrial Composites
      Industries. Having lived in Asia for more than two decades, Mr. Trentham was
      also formerly General Partner of Prince Sports Group Inc., and President of
      Prince Taiwan Ltd. with responsibilities in global sourcing, Research and
      Development, Quality Assurance and Asian Distribution. Mr. Trentham received
      his
      Bachelors Degree in Political Science and International Relations from the
      University of Arizona, and is a graduate of the American Graduate School of
      International Management.




18





**C.
      Robert Kline Jr., Ph.D** .,
      age
      62, is our Director, and
      has
      held this position since December 2006. Dr. Kline is a pioneer in machine
      intelligence, a former college professor, and a veteran government program
      manager. In over 30 years of technology selection and planning, he launched
      products in aviation and security technologies, information technology,
      telecommunications, and sensor manufacturing for DOD, DOC, DOE, NSA and the
      FBI.
      He has been a technology evaluation leader for private and public firms and
      the
      U.S. government. He served several national non-military agencies in designing
      and implementing systems for large-scale sensor fusion, data storage, search,
      and retrieval.





He
      was a
      professor at The University of Texas and a guest professor at Université de
      Neuchâtel, University of Houston, and St. John’s University. Kline served the
      U.S. Office of Naval Research/Naval Research Laboratory (NRL), the Strategic
      Defense Initiative, the U.S. DoD Tri-Service AI Program, and the National
      Security Agency.





**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers and persons who own more than ten percent of a registered
      class of the Company’s equity securities to file with the SEC initial reports of
      ownership and reports of changes in ownership of Common Stock and other equity
      securities of the Company. Officers, directors and greater than ten percent
      shareholders are required by SEC regulations to furnish the Company with copies
      of all Section 16(a) forms they file.





To
      the
      Company’s knowledge, none of the required parties are delinquent in their 16(a)
      filings.





**Board
      Meetings and Committees**





During
      the fiscal year ended December 31, 2007, the Board of Directors met four times
      and took written action on numerous other occasions. All the members of the
      Board attended the meetings. The written actions were by unanimous
      consent.





We
      do not
      have a nominating committee, compensation committee or executive committee
      of
      the board of directors, stock plan committee or any other committees, except
      for
      an Audit Committee, which is composed solely of Mr. Hanson (who is an
      independent director of the company). Mr. Hanson has been designated as the
      Audit Committee financial expert.





**Code
      of Ethics**




We
      have
      not adopted a written code of ethics, primarily because we believe and
      understand that our officers and directors adhere to and follow ethical
      standards without the necessity of a written policy.




19





**ITEM
      10 — EXECUTIVE COMPENSATION** ****





**Executive
      Officers and Directors**





The
      following tables set forth certain information about compensation paid, earned
      or accrued for services by (i) our Chief Executive Officer and (ii) all other
      executive officers who earned in excess of $100,000 in the fiscal year ended
      December 31, 2007 (“Named Executive Officers”):





**Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)
                ***
            
            **Option
                Awards**
              **($)
                ***
            
            **Non-Equity
                Incentive Plan Compensation ($)**
            
            **Nonqualified
                Deferred Compensation ($)**
            
            **All
                Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)**Malcolm
                D. Lennie
            
            
            2007
            
            
            -
            
            
            -
            
            
            38,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            38,000Director,
                CEO and Secretary
            
            
            2006
            
            
            44,000
            
            
            -
            
            
            64,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            108,000C.
                Robert Kline
            
            
            2007
            
            
            -
            
            
            -
            
            
            19,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            19,000Director15,500Daniel
                Hanson
            
            
            2007
            
            
            -
            
            
            -
            
            
            15,500
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Director
                and CFO
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Bert
                Trentham
            
            
            2007
            
            
            -
            
            
            -
            
            
            14,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            14,000Director




*
            Based
                upon the aggregate grant date fair value calculated in accordance
                with the
                Financial Accounting Standards Board (“FASB”) Statement of Financial
                Accounting Standard (“FAS”) No. 123R, Share Based Payment. Our policy and
                assumptions made in valuation of share based payments are contained
                in
                Note 2 to our December 31, 2007 financial
                statements.





Employment
      Contracts





As
      of
      December 31, 2007, there were no employment agreements in place covering any
      of
      our executive officers.





Other
      Compensation





Our
      officers and directors receive the following compensation:





·
            Our
                Chairman of the Board receives $8,000 per quarter in addition to
                $6,000
                per meeting of the Board of
                Directors;


·
            Our
                Chief Financial Officer and Director receives $6,000 per quarter
                in
                addition to $4,500 per meeting of the Board of Directors;
                and


·
            Each
                of our remaining Directors receives $4,000 per quarter in addition
                to
                $3,000 per meeting of the Board of
                Directors.





20




Director
      Compensation





The
      following table sets forth director compensation as of 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
              ($)Malcolm
                D. Lennie
            
            
            -0-
            
            
            38,000
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            38,000Daniel
                Hanson
            
            
            -0-
            
            
            15,500
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            15,500C.
                Robert Kline
            
            
            -0-
            
            
            19,000
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            19,000Bert
                Trentham
            
            
            -0-
            
            
            14,000
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            14,000





*  Based
      upon the aggregate grant date fair value calculated in accordance with the
      Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting
      Standard (“FAS”) No. 123R, Share Based Payment. Our policy and assumptions made
      in valuation of share based payments are contained in Note 2 to our December
      31,
      2007 financial statements.





The
      compensation of each of our directors is fully furnished in the Summary
      Compensation Table above.





Our
      Directors who are also employees do not receive cash compensation for their
      services as directors or members of the committees of the board of directors.
      All directors may be reimbursed for their reasonable expenses incurred in
      connection with attending meetings of the board of directors or management
      committees.





Outstanding
      Equity Awards at Fiscal Year-End





The
      following table sets forth certain information concerning outstanding stock
      awards held by the Named Executive Officers as of December 31,
      2007:





**Option
                Awards**
            
            **Stock
                Awards****Name**
            
            **Number
                of Securities Underlying Unexercised Options**
              **(#)**
              **Exercisable**
            
            **Number
                of Securities Underlying Unexercised Options**
              **(#)**
              **Unexercisable**
            
            **Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options**
              **(#)**
            
            **Option
                Exercise Price**
              **($)**
            
            **Option
                Expiration Date**
            
            **Number
                of Shares or Units of Stock That Have Not Vested**
              **(#)**
            
            **Market
                Value of Shares or Units of Stock That Have Not
                Vested**
              **($)**
            
            **Equity
                Incentive Plan Awards: Number of Unearned Shares, Units or Other
                Rights
                That Have Not Vested**
              **(#)**
            
            **Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                Units or
                Other Rights That Have Not Vested**
              **($)**Malcolm
                D. Lennie
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            N/A
            
            
            N/A
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Daniel
                Hanson
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            N/A
            
            
            N/A
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-C.
                Robert Kline
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            N/A
            
            
            N/A
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Bert
                Trentham
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            N/A
            
            
            N/A
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-





21


**ITEM
      11 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT** **AND RELATED STOCKHOLDER MATTERS**




The
      following table sets forth, as of March 31, 2008, certain information with
      respect to our equity securities owned of record or beneficially by (i) each
      of
      our Officers and Directors; (ii) each person who owns beneficially more than
      5%
      of each class of our outstanding equity securities; and (iii) all Directors
      and
      Executive Officers as a group.





Common
                StockName
                and Address (2)
            
            Nature
                of Affiliation
            
            Common
                Stock Ownership
            
            Percentage
                of Common Stock Ownership (1)Malcolm
                D. Lennie (3)
            
            Director,
                Chief Executive Officer, & Secretary
            
            340,000
                (5)
            
            <1%Bert
                Trentham (3)
            
            Director
            
            232,000
                (6)
            
            <1%Daniel
                A. Hanson
            
            Director
                & Chief Financial Officer
            
            144,000
            
            <1%C.
                Robert Kline Jr, Ph.D.
            
            Dirctor
            
            172,000
            
            <1%SUTI
                Holdngs, LP (4)
            
            >10%
                Owner
            
            52,250,289
            
            85.4%Select
                University Technologies, Inc. (3)(4)
            
            >10%
                Owner
            
            52,250,289
                (5)
            
            85.4%All
                Officers and Directors as a Group (4 Persons)
            
            
            
            888,000
            
            1.4%





(1)
            Unless
                otherwise indicated, based on 61,221,000 shares of common stock issued
                and
                outstanding. Shares of common stock subject to options or warrants
                currently exercisable, or exercisable within 60 days, are deemed
                outstanding for purposes of computing the percentage of the person
                holding
                such options or warrants, but are not deemed outstanding for purposes
                of
                computing the percentage of any other
                person.





(2)
            Unless
                otherwise noted, the address of each beneficial owner is c/o Real
                Paper
                Displays, Inc., 4340 Von Karman, Suite 200, Newport Beach, CA
                92660.





(3)
            Mr.
                Lennie, our Officer and Director, and Mr. Trentham, our Director,
                are
                shareholders of Select University Technologies,
                Inc.





(4)
            Select
                University Technologies, Inc., of which Frederick T. Rogers is the
                president, and SUTI Holdings, LP own 2,250,289 shares and 50,000,000
                shares of our common stock, respectively. However, the ownership
                of the
                shares held by each is attributed to the other because Select University
                Technologies, Inc. is the general partner of SUTI Holdings, LP. As
                a
                result, although Select University Technologies, Inc. and SUTI Holdings,
                LP are shown in the table above each to own 83.4% of the outstanding
                shares of our common stock, in the aggregate they own together 83.4%
                of
                the outstanding shares of our common stock.





(5)
            In
                anticipation of the execution of the Venture Acceleration Agreement,
                we
                issued 1,920,000 shares of our common stock to Select University
                Technologies, Inc. to cover the management fees owed to it under
                the first
                six months of the Venture Acceleration Agreement. Subsequently, Select
                University Technologies, Inc. transferred 714,000 shares to seven
                individuals/entities, including 36,000 shares to Mr. Lennie, our
                Chief
                Executive Officer, Secretary and a Director. On October 4, 2007,
                we issued
                816,000 shares of our common stock to Select University Technologies,
                Inc.
                to cover management fees owed to it under the Venture Acceleration
                Agreement. Subsequently, Select University Technologies, Inc. transferred
                all 816,000 shares to five individuals. On December 27, 2007, we
                issued
                2,500,000 shares of our common stock to Select University Technologies,
                Inc. to cover management fees owed to it under the Venture Acceleration
                Agreement. Subsequently, Select University Technologies, Inc. transferred
                1,455,711 shares to six
                individuals/entities.




22





(6)
            Includes
                20,000 shares held by Barbara
                Trentham.





Preferred
                StockTitle
            
            Name
            
            Preferred
                Stock Ownership
            
            Percentage
                of ClassSeries
                A Convertible Preferred Stock (1)
            
            The
                University of Texas at Austin
            
            10
            
            100%Series
                B Convertible Preferred Stock (2)
            
            SUTI
                Holdings, LP (3)
            
            20
            
            100%





(1)
            Each
                share of our Series A Convertible Preferred Stock is convertible
                into 1%
                of our outstanding shares of common stock then outstanding.





(2)
            Each
                share of our Series B Convertible Preferred Stock is convertible
                into 1%
                of our outstanding shares of common stock then
                outstanding.





(3)
            SUTI
                Holdings, LP owns 52,250,289 shares of our common stock, representing
                83.4% of our outstanding common stock. Select University Technologies,
                Inc., of which Frederick T. Rogers is the president, is the general
                partner of SUTI Holdings, LP. In addition, Mr. Lennie, our sole Officer
                and a Director, and Mr. Trentham, a Director, are shareholders of
                Select University Technologies,
                Inc.





The
      issuer is not aware of any person who owns of record, or is known to own
      beneficially, five percent or more of the outstanding securities of any class
      of
      the issuer, other than as set forth above. The Company does not have an
      investment advisor. There are no current arrangements which will result in
      a
      change in control.





**Securities
      Authorized for Issuance under Equity Compensation Plans.**





On
      August
      17, 2007, our Board of Directors approved the 2007 Non-Qualified Stock Grant
      and
      Option Plan (the “2007 Plan”) with 4,000,000 shares of our common stock
      available for issuance under the plan. The 2007 Plan offers selected employees,
      directors, and consultants an opportunity to acquire our common stock, and
      serves to encourage such persons to remain employed by us and to attract new
      employees. As of December 31, 2007 and March 31, 2008, we had issued 1,832,000
      shares of common stock under the 2007 Plan.




23





As
      of
      December 31, 2007, the plan information is as follows:




**Plan
                Category**
            
            **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**
            
            N/A
            
            N/A
            
            N/A**Equity
                compensation plans not approved by security
                holders**
            
            -0-
            
            N/A
            
            2,168,000**Total**
            
            -0-
            
            N/A
            
            2,168,000




**ITEM
      12 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **,
      AND DIRECTOR INDEPENDENCE**





**Certain
      Relationships and Related Transactions**





Mr.
      Lennie, our Officer and a Director, and Mr. Trentham, a Director, are
      shareholders of Select University Technologies, Inc., our shareholder and the
      general partner of SUTI Holdings, LP, the holder of 52,250,289 shares of our
      common stock. In addition to beneficially owning, either directly or indirectly,
      approximately 83% of our common stock, SUTI Holdings, LP is the holder of all
      of
      our Series B Convertible Preferred Stock, entitling it to twenty percent (20%)
      of our common stock and voting rights upon conversion of all of the Series
      B
      Convertible Preferred Stock.





On
      September 12, 2006, we issued an aggregate of 53,576,000 shares of our common
      stock as follows: SUTI Holdings, LP, of which Select University Technologies,
      Inc. is the general partner (50,000,000) in exchange for aggregate cash
      consideration of $1,950; The Lebrecht Group, APLC, our legal counsel (1,656,000)
      in exchange for services rendered; and Select University Technologies, Inc.,
      of
      which Mr. Lennie, our Officer and Director, and Mr. Trentham, our Director,
      are
      shareholders, and the General Partner of SUTI
      Holdings, LP (1,920,000) to cover the management fees owed to it under the first six months
      of the Venture Acceleration Agreement. Subsequently, Select University
      Technologies, Inc. transferred 714,000 shares of its 1,920,000 shares to seven
      individuals/entities, including 36,000 shares to Mr. Lennie, our Officer and
      Director.





On
      February 12, 2007, we issued 10 shares of our Series A Convertible Preferred
      Stock, each share of which is convertible into 1% of our outstanding shares
      of
      common stock then outstanding, to The University of Texas at Austin, in exchange
      for the rights set forth in the Patent License Agreement with the the University
      of Texas at Austin.





On
      February 12, 2007, we issued 20 shares of our Series B Convertible Preferred
      Stock, each share of which is convertible into 1% of our outstanding shares
      of
      common stock then outstanding, to Select University Technologies, Inc., in
      connection with the execution of the Patent License Agreement with the the
      University of Texas at Austin. On March 6, 2007, Select University Technologies,
      Inc. transferred all 20 shares of our Series B Convertible Preferred Stock
      to
      SUTI Holdings, LP.




24





On
      October 4, 2007, we issued 816,000 shares of our common stock to Select
      University Technologies, Inc., of which Mr. Lennie, our Officer and Director,
      and Mr. Trentham, our Director, are shareholders, and the General Partner of
      SUTI Holdings, LP, to cover management fees owed to it under the Venture
      Acceleration Agreement. The issuance was exempt from registration pursuant
      to
      Section 4(2) of the Securities Act of 1933, and the shareholder was an
      accredited investor. The shareholder then transferred the shares to 5 different
      individuals.





On
      May
      31, 2006, we entered into an unsecured revolving note payable to SUTI Holdings,
      LP that was amended in January 2008 that allows us to borrow up to $400,000.
      The
      note is due 30 days after a written demand for payment has been made and bears
      simple interest at 10 percent per annum. The balance on the note as of December
      31, 2007 and 2006 was $155,980 and $445, respectively. No principal or interest
      payments were made during 2007 and $5,000 in principal was paid during
      2006.





On
      December 27, 2007, we issued 2,500,000 shares of our common stock to Select
      University Technologies, Inc., of which Mr. Lennie, our Officer and Director,
      and Mr. Trentham, our Director, are shareholders, and the General Partner of
      SUTI Holdings, LP, to cover management fees owed to it under the Venture
      Acceleration Agreement. Subsequently, Select University Technologies, Inc.
      transferred 1,455,711 shares to six individuals/entities.





**Employment
      Agreements and Compensation of Officers and Directors**





None
      of
      our officers or directors is subject to an employment agreement. Our officers
      and directors receive the following compensation:





·
            Our
                Chairman of the Board receives $8,000 per quarter in addition to
                $6,000
                per meeting of the Board of
                Directors;


·
            Our
                Chief Financial Officer and Director receives $6,000 per quarter
                in
                addition to $4,500 per meeting of the Board of Directors;
                and


·
            Each
                of our remaining Directors receives $4,000 per quarter in addition
                to
                $3,000 per meeting of the Board of
                Directors.





Some
      of
      the above obligations have been satisfied through the issuance of common
      stock.





**Compensation
      of Consultants**





In
      connection with the execution of the Patent License Agreement with the
      University, we entered into the Venture
      Acceleration Agreement with SUTI, for a term of three years (the “Initial
      Term”), renewable upon terms and conditions mutually agreed upon by Real Paper
      and SUTI. Pursuant to the Venture Acceleration Agreement, SUTI has agreed to
      provide a variety of services and benefits to us, including managerial services,
      in exchange for the following fees: (i) a management fee consisting of a
      one-time initial fee of $100,000, concurrent with the execution of the Venture
      Acceleration Agreement, and an annual fee in the amount $930,000, payable on
      the
      first day of every month, in twelve equal installments of $77,500, $37,500
      of
      which is payable in cash and $40,000 of which is payable in Real Paper common
      stock to SUTI and other individuals; and (ii) a performance fee consisting
      of
      (a) a fee of 6% of our gross revenues during the Initial Term; (b) a fee of
      15%
      of our quarterly operating profit for the remaining term of the Venture
      Acceleration Agreement, unless we achieve an operating profit in the forth
      quarter of our third year of operations, in which case, the performance fee
      will
      be 15% of our gross revenues during the two years following the expiration
      of
      the Initial Term and then 15% of our quarterly operating profit for the
      remaining term of the Venture Acceleration Agreement. In
      anticipation of the execution of the Venture Acceleration Agreement, we issued
      1,920,000 shares of our common stock to SUTI and other individuals to cover
      the
      management fees owed to SUTI for the first six months of the Venture
      Acceleration Agreement. On October 4, 2007, we issued 816,000 shares of our
      common stock to Select University Technologies, Inc. to cover additional
      management fees owed to it under the Venture Acceleration Agreement. On December
      27, 2007, we issued 2,500,000 shares of our common stock to Select University
      Technologies, Inc. to cover additional management fees owed to it under the
      Venture Acceleration Agreement. As of December 31, 2007 and 2006, total
      management fees that remained due to SUTI (after the issuance of shares) were
      $710,703 and $268,000, respectively.




25





**Director
      Independence**





We
      do not
      have a nominating committee, compensation committee or executive committee
      of
      the board of directors, stock plan committee or any other committees, except
      for
      an Audit Committee, which is composed solely of Mr. Hanson (who is an
      independent director of the company). Mr. Hanson has been designated as the
      Audit Committee financial expert.




26


**ITEM
      13 — EXHIBITS**





**(a)**  **Exhibits**





3.1(1)
            
            Articles
                of Incorporation of Real Paper Displays, Inc., filed on May 11,
                20063.2(1)
            
            Bylaws
                of Real Paper Displays, Inc.4.1(1)
            
            Certificate
                of Designation ofSeries
                A Convertible Preferred Stock of Real Paper Displays, Inc., filed
                on
                September 6, 20064.2(1)
            
            Certificate
                of Designation ofSeries
                B Convertible Preferred Stock of Real Paper Displays, Inc., filed
                on
                September 6, 200610.1(1)
            
            Venture
                Acceleration Agreement, as amended by that certainAddendum
                to Venture Acceleration Agreement dated January 31,
                200710.2(1)
            
            Patent
                License Agreement datedFebruary
                12, 200723.1
            
            Consent
                ofKMJ
                Corbin & Company LLP31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            
            Chief
                Executive Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Chief
                Financial Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





(1)
            Incorporated
                by reference from our registration statement on Form SB-2, filed
                with the
                Commission on May 14, 2007.




**ITEM
      14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES**





**Audit
      Fees**





The
      aggregate fees billed in each of the fiscal years ended December 31, 2007 and
      2006 for professional services rendered by the principal accountant for the
      audit of our annual financial statements and review of the financial statements
      included in our Form 10-KSB or services that are normally provided by the
      accountant in connection with statutory and regulatory filings or engagements
      for those fiscal years were $54,800 and $71,000, respectively.





**Audit
      - Related Fees**





There
      were no fees billed for services reasonably related to the performance of the
      audit or review of the financial statements outside of those fees disclosed
      above under “Audit Fees” for fiscal years 2007 and 2006.




27





**Tax
      Fees**





For
      the
      fiscal years ended December 31, 2007 and, 2006, our principal accountants did
      not render any services for tax compliance, tax advice, and tax planning
      work.





**All
      Other Fees**





None.




28




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To
          the
          Board of Directors and Stockholders
 Real
          Paper Display, Inc.
   We
          have
          audited the accompanying balance sheet of Real Paper Displays, Inc. (a
          development stage company) (the "Company") as of December 31, 2007 and
          2006, and
          the related statements of operations, stockholders' deficit and cash flows
          for
          the year ended December 31, 2007, the period from May 11, 2006 (inception)
          through December 31, 2006 and the period from May 11, 2006 (inception)
          through
          December 31, 2007. These financial statements are the responsibility of
          the
          Company's management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
  We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audits included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company's internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, 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 financial position of Real Paper Displays, Inc.
          (a
          development stage company) as of December 31, 2007 and 2006, and the results
          of
          its operations and its cash flows for the year ended December 31, 2007,
          the
          period from May 11, 2006 (inception) to December 31, 2006 and the period
          from
          May 11, 2006 (inception) through December 31, 2007 in conformity with accounting
          principles generally accepted in the United States of America.
  The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 1 to the financial
          statements, the Company has incurred losses since inception and has not
          yet
          generated revenue. Additionally, the Company’s current liabilities exceed its
          current assets. These factors raise substantial doubt about its ability
          to
          continue as a going concern. Management's plans regarding those matters
          are also
          described in Note 1. The financial statements do not include any adjustments
          that might result from the outcome of this uncertainty.
   **/s/
          KMJ | CORBIN & COMPANY, LLP**
  Irvine,
          California
 April
          10,
          2008
  F-1
  **REAL
        PAPER DISPLAYS, INC.**
 **(A
        Development Stage Company)**
 **BALANCE
        SHEETS**
  **December
                  31,****2007**
              
              **2006****ASSETS**Current
                  assets:Cash
              
              $
              —
              
              $
              12,102Due
                  from escrow agent
              
              
              —
              
              
              1,040Prepaid
                  expenses
              
              
              —
              
              
              202,000Total
                  current assets
              
              
              —
              
              
              215,142Intangible
                  assets
              
              
              67,016
              
              
              54,262Total
                  assets
              
              $
              67,016
              
              $
              269,404**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilities:Accounts
                  payable
              
              $
              514,555
              
              $
              82,020Due
                  to related party
              
              
              710,703
              
              
              268,000Note
                  payable to related party
              
              
              155,980
              
              
              445Total
                  current liabilities
              
              
              1,381,238
              
              
              350,465Commitments
                  and contingenciesStockholders’
                  deficit:Series
                  A convertible preferred stock, $0.001 par value; 10 shares authorized,
                  10
                  and 0 shares issued and outstanding as of December 31, 2007 and
                  2006,
                  respectively, liquidation preference of $1,000,000 and $0 as of
                  December
                  31, 2007 and 2006, respectively
              
              
              —
              
              
              —Series
                  B convertible preferred stock, $0.001 par value; 20 shares authorized,
                  20
                  and 0 shares issued and outstanding as of December 31, 2007 and
                  2006,
                  respectively, liquidation preference of $2,000,000 and $0 as of
                  December
                  31, 2007 and 2006, respectively
              
              
              —
              
              
              —Common
                  stock; $0.001 par value; 100,000,000 shares authorized; 61,221,000
                  and
                  54,788,000 shares issued and outstanding as of December 31, 2007
                  and 2006,
                  respectively
              
              
              61,221
              
              
              54,788Additional
                  paid-in capital
              
              
              1,322,354
              
              
              500,662Deficit
                  accumulated during the development stage
              
              
              (2,697,797
              )
              
              (636,511
              )Total
                  stockholders’ deficit
              
              
              (1,314,222
              )
              
              (81,061
              )Total
                  liabilities and stockholders’ deficit
              
              $
              67,016
              
              $
              269,404
 
 See
        notes
        to the financial statements
 
 F-2
 
 **REAL
        PAPER DISPLAYS, INC.**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF OPERATIONS**
 
 Year
                  Ended December 31, 2007
              
              From
                  May 11, 2006 (Inception) Through December 31, 2006
              
              From
                  May 11, 2006 (Inception) Through December 31, 2007Revenues:
              
              $
              —
              
              $
              —
              
              $
              —Operating
                  expenses:Management
                  fees
              
              
              930,000
              
              
              565,000
              
              
              1,495,000Research
                  and development
              
              
              389,662
              
              
              —
              
              
              389,662General
                  and administrative
              
              
              736,143
              
              
              71,511
              
              
              807,654Total
                  operating expenses
              
              
              2,055,805
              
              
              636,511
              
              
              2,692,316Loss
                  from operations
              
              
              (2,055,805
              )
              
              (636,511
              )
              
              (2,692,316
              )Interest
                  Expense
              
              
              5,481
              
              
              —
              
              
              5,481Loss
                  before income taxes
              
              
              (2,061,286
              )
              
              (636,511
              )
              
              (2,697,797
              )Income
                  taxes
              
              
              —
              
              
              —
              
              
              —Net
                  loss
              
              $
              (2,061,286
              )
              $
              (636,511
              )
              $
              (2,697,797
              )Net
                  loss per share, basic and diluted
              
              $
              (0.04
              )
              $
              (0.02
              )Weighted
                  average shares outstanding, basic and diluted
              
              
              56,916,197
              
              
              25,545,957
 
 
 See
        notes
        to the financial statements
  F-3
  **REAL
        PAPER DISPLAYS, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF STOCKHOLDERS’ DEFICIT**
 **FOR
        THE PERIOD FROM MAY 11, 2006 (INCEPTION) THROUGH DECEMBER 31,
        2007**
  **Class
                  A Preferred Stock**
              
              **Class
                  B Preferred Stock**
              
              **Common
                  Stock**
              
              **Additional
                  Paid-In**
              
              **Deficit
                  Accumulated During the Development**
              
              **Total**
                **Stockholders’****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Deficit**Balance,
                  May 11, 2006 (inception)
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Common
                  stock issued for incorporation expenses, at $0.000 per
                  share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              50,000,000
              
              
              50,000
              
              
              (48,050
              )
              
              —
              
              
              1,950Common
                  stock issued for services to be rendered, at $0.125 per
                  share
              
              
              
              
              
              —
              
              
              —
              
              
              —
              
              
              1,336,000
              
              
              1,336
              
              
              165,664
              
              
              —
              
              
              167,000Common
                  stock issued for services, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              480,000
              
              
              480
              
              
              59,520
              
              
              —
              
              
              60,000Common
                  stock issued for stock issuance costs, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              320,000
              
              
              320
              
              
              (320
              )
              
              —
              
              
              —Common
                  stock issued for management fees, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              1,920,000
              
              
              1,920
              
              
              238,080
              
              
              —
              
              
              240,000Stock
                  issuance costs
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (5,000
              )
              
              —
              
              
              (5,000
              )Proceeds
                  from sale of common stock, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              732,000
              
              
              732
              
              
              90,768
              
              
              —
              
              
              91,500Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              
              
              (636,511
              )
              
              (636,511
              )Balance,
                  December 31, 2006
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              54,788,000
              
              
              54,788
              
              
              500,662
              
              
              (636,511
              )
              
              (81,061
              )
   F-4
  **REAL
        PAPER DISPLAYS, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF STOCKHOLDERS’ DEFICIT**
 **FOR
        THE PERIOD FROM MAY 11, 2006 (INCEPTION) THROUGH DECEMBER 31,
        2007**
 **(continued)**
  **Class
                  A Preferred Stock**
              
              
              **Class
                  B Preferred Stock**
              
              
              **Common**
                **Stock**
              
              
              
              
              
              **Additional
                  Paid-In**
              
              
              **Total**
                **Stockholders’****Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Capital**
              
              
              **Stage**
              
              
              **Deficit**Preferred
                  stock issued to the University as part of the License Agreement
                  (see Note
                  1)
              
              
              10
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Preferred
                  stock issued to SUTI as part of the License Agreement (see Note
                  1)
              
              
              —
              
              
              —
              
              
              20
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Common
                  stock issued for management fees, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              816,000
              
              
              816
              
              
              101,184
              
              
              —
              
              
              102,000Common
                  stock issued for management fees, at $0.14 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              2,500,000
              
              
              2,500
              
              
              347,500
              
              
              —
              
              
              350,000Common
                  stock issued for services, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              284,000
              
              
              284
              
              
              35,216
              
              
              —
              
              
              35,500Common
                  stock issued to directors for services, at $0.125 per
                  share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              732,000
              
              
              732
              
              
              90,768
              
              
              —
              
              
              91,500Proceeds
                  from sale of common stock, at $0.125 per share
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              2,101,000
              
              
              2,101
              
              
              260,524
              
              
              —
              
              
              262,625Stock
                  issuance costs
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (13,500
              )
              
              —
              
              
              (13,500
              )Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (2,061,286
              )
              
              (2,061,286
              )Balance,
                  December 31, 2007
              
              
              10
              
              $
              —
              
              
              20
              
              $
              —
              
              
              61,221,000
              
              $
              61,221
              
              $
              1,322,354
              
              $
              (2,697,797
              )
              $
              (1,314,222
              )
  See
        notes
        to the financial statements.
  F-5
  **REAL
        PAPER DISPLAYS, INC.**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF CASH FLOWS**
 
 Year
                  Ended December 31, 2007
              
              From
                  May 11, 2006 (Inception) Through December 31, 2006
              
              From
                  May 11, 2006 (Inception) Through December 31, 2007Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,061,286
              )
              $
              (636,511
              )
              $
              (2,697,797
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Common
                  stock issued for services
              
              
              579,000
              
              
              468,950
              
              
              1,047,950Interest
                  added to notes payable to related party
              
              
              5,024
              
              
              —
              
              
              5,024Changes
                  in operating assets and liabilities:Decrease
                  (increase) in due from escrow agent
              
              
              1,040
              
              
              (1,040
              )
              
              —Decrease
                  (increase) in prepaid expenses
              
              
              202,000
              
              
              (202,000
              )
              
              —Increase
                  in accounts payable
              
              
              432,535
              
              
              82,020
              
              
              514,555Increase
                  in due to related parties
              
              
              442,703
              
              
              268,000
              
              
              710,703Net
                  cash used in operating activities
              
              
              (398,984
              )
              
              (20,581
              )
              
              (419,565
              )Cash
                  flows from investing activities:Purchase
                  of intangible assets
              
              
              (12,754
              )
              
              (54,262
              )
              
              (67,016
              )Cash
                  flows from financing activities:Net
                  proceeds from sale of common stock
              
              
              249,125
              
              
              86,500
              
              
              335,625Proceeds
                  from note payable to related party
              
              
              150,511
              
              
              5,445
              
              
              155,956Payments
                  on note payable to related party
              
              
              —
              
              
              (5,000
              )
              
              (5,000
              )Net
                  cash provided by financing activities
              
              
              399,636
              
              
              86,945
              
              
              486,581Net
                  (decrease) increase in cash
              
              
              (12,102
              )
              
              12,102
              
              
              —Cash,
                  beginning of period
              
              
              12,102
              
              
              —
              
              
              —Cash,
                  end of period
              
              $
              —
              
              $
              12,102
              
              $
              —Supplemental
                  disclosure of cash flow information:Cash
                  paid for income taxes
              
              $
              —
              
              $
              —
              
              $
              —Cash
                  paid for interest
              
              $
              —
              
              $
              —
              
              $
              —
 
 See
        notes
        to the financial statements
  F-6
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
  **NOTE
        1 - ORGANIZATION AND BASIS OF PRESENTATION**
 
 Organization
 
 Real
        Paper Displays, Inc. (the “Company” or “Real Paper”) is a Nevada corporation
        formed on May 11, 2006. It is a
        development stage company, whose goal is to commercialize an innovative
        technology that integrates the fields of microbiology and electronics, resulting
        in significant applications within the digital display industry.
  On
        February 12, 2007, the Company executed a license agreement (the “License
        Agreement”) with the Board of Regents of the University of Texas at Austin (the
“University”) with an effective date of September 1, 2006 (see Notes 4 and 8).
        The technology underlying the License Agreement is anticipated to rapidly
        commercialize cellulose electronic paper, a patented technology created at
        the
        University. The License Agreement is for the exclusive, unrestricted worldwide
        commercialization of this technology. Under the terms of the License Agreement,
        the Company will pay license fees, annual maintenance fees, royalties and
        sponsored research funding to the University. In connection with the License
        Agreement, Real Paper issued 10 shares of Series A convertible preferred
        stock
        to the University and 20 shares of Series B convertible preferred stock to
        SUTI
        Holdings, LP (“SUTI”). Each share of Series A and Series B preferred stock is
        convertible into an equivalent number of shares of common stock such that
        the
        percentage of ownership by the University and by SUTI will be equal to one
        percent of the common stock authorized and outstanding on a fully diluted
        basis
        at the time of conversion. The License Agreement continues until the licensed
        patents expire or are terminated.
 
 Going
        Concern
 
 The
        Company’s financial statements are prepared using the accrual method of
        accounting in accordance with accounting principles generally accepted in
        the
        Unites States of America and have been prepared on a going concern basis,
        which
        contemplates the realization of assets and settlement of liabilities in the
        normal course of business. The Company has not generated any revenue since
        its
        inception on May 11, 2006 and has incurred a loss of $2,061,286 in 2007 and
        a
        loss of $636,511 in 2006. The Company also has a working capital deficit
        of
        $1,381,238 as of December 31, 2007. The Company cannot provide assurance
        that it
        can achieve or sustain profitability on a quarterly or annual basis in the
        future. The Company anticipates it will continue to incur losses until it
        is
        able to establish significant levels of revenue while controlling its
        expenses. The
        Company’s success is dependent upon the successful development and marketing of
        its products, as to which there is no assurance. Any future success that
        the
        Company might experience will depend upon many factors, including factors
        out of
        its control or which cannot be predicted at this time. These factors may
        include
        changes in or increased levels of competition, including the entry of additional
        competitors and increased success by existing competitors, changes in general
        economic conditions, increases in operating
        costs, including costs of supplies, personnel and equipment, reduced margins
        caused by competitive pressures and other factors. These conditions may have
        a
        materially adverse effect uponthe
        Company or may force it to reduce or curtail operations. In addition, the
        Company will require additional funds to sustain and expand its sales and
        marketing activities, particularly if a well-financed competitor
        emerges.
 
 F-7
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 
 **NOTE
        1 ORGANIZATION AND BASIS OF PRESENTATION,
        continued**
 
 From
        September 2006 through December 2007, the Company raised $335,625, net of
        issuance costs, in private offerings of its common stock. Despite the Company’s
        success in the offerings, there is no assurance that the Company will be
        able to
        continue to obtain debt or equity financing on terms acceptable to the Company,
        if at all. The inability to obtain sufficient funds from operations or external
        sources would require the Company to curtail or cease operations. Any additional
        equity financing may involve substantial dilution to then existing stockholders.
        Effective January 8, 2008, the Company also has the ability to borrow up
        to
        $400,000 from SUTI to meet its short-term cash requirements in 2008 (see
        Note
        4).
 
 Management
        plans to continue to provide for its capital requirements by issuing additional
        equity and debt securities.
 
 In
        view
        of the matters described above, recoverability of a major portion of the
        recorded asset amounts shown in the accompanying balance sheets is dependent
        upon continued operations of the Company, which in turn is dependent upon
        the
        Company’s ability to raise additional capital, obtain financing and to succeed
        in its future operations. The financial statements do not include any
        adjustments relating to the recoverability and classification of recorded
        asset
        amounts and classification of liabilities that might be necessary should
        the
        Company be unable to continue as a going concern.
 
 Development
        Stage Enterprise
 
 The
        Company’s planned principal operations have not yet commenced. Accordingly, the
        Company’s activities have been accounted for as those of a development stage
        enterprise as defined in Statement of Financial Accounting Standards (“SFAS”)
        No. 7, “ Accounting
        and Reporting by Development Stage Enterprises.” All losses since inception have
        been considered as part of the Company’s development stage
        activities.
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the
        reported amounts of assets and liabilities, disclosure of contingent assets
        and
        liabilities at the date of the financial statements and the reported amounts
        of
        revenues and expenses during the reporting period. Actual results could differ
        from those estimates. The Company’s significant estimates include the
        recoverability of long-lived assets, the value of common stock issued for
        services and the realizability of the deferred tax asset.
  F-8
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Concentration
        of Credit Risk
 
 The
        Company maintains its cash balances at credit-worthy financial institutions
        that
        are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to
        $100,000. At various times, the Company’s cash balances exceed the insured
        limit. Management believes the risk of loss of cash balances in excess of
        the
        insured limit to be low.
 
 Intangible
        Assets
 
 Intangible
        assets consist of a license to use the technology developed by the University
        and are stated at cost. Upon commencement of sales of the product, these
        amounts
        will be amortized over the shorter of the expected life of the product or
        the
        remaining term of the license agreement.
 
 Long-Lived
        Assets
 
 The
        Company accounts for its long-lived assets in accordance with SFAS No. 144,
        “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144
        requires that long-lived assets be reviewed for impairment whenever events
        or
        changes in circumstances indicate that the historical cost carrying value
        of an
        asset may no longer be appropriate. The Company assesses recoverability of
        the
        carrying value of an asset by estimating the future net cash flows expected
        to
        result from the asset, including eventual disposition. If the future net
        cash
        flows are less than the carrying value of the asset, an impairment loss is
        recorded equal to the difference between the asset’s carrying value and fair
        value or disposable value. As of December 31, 2007, the Company does not
        believe
        there has been any impairment of its long-lived assets. There can be no
        assurances, however, that demand for the Company’s products will develop, which
        could result in an impairment of long-lived assets in the future.
 
 Income
        Taxes
 
 The
        Company accounts for income taxes under the provisions of SFAS No. 109,
“ Accounting
        for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are
        recognized for future tax benefits or consequences attributable to temporary
        differences between the financial statement carrying amounts of existing
        assets
        and liabilities and their respective tax bases. 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
        recovered or settled. A valuation allowance is provided for significant deferred
        tax assets when it is most likely that such an asset will not be realized
        through future operations.
  F-9
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Fair
        Value of Financial Instruments
 
 The
        Company’s financial instruments consist of accounts payable, amounts due to
        related parties and notes payable to related parties. Pursuant to SFAS No.
        107,
“Disclosures About Fair Value of Financial Instruments,” the Company is required
        to estimate the fair value of all financial instruments
        at the balance sheet date. Since the amounts due to related parties and notes
        payable to related parties originated from transactions with related parties,
        the Company is unable to determine the fair values of these amounts. Other
        than
        amounts due to related parties and notes payable to related parties, the
        Company considers
        the carrying value of its financial instruments to approximate their fair
        value
        due to the short maturity of these instruments.
 
 Net
        Loss Per Share
 
 The
        Company computes net loss per share in accordance with SFAS No. 128, “Earnings
        per Share” and Staff Accounting Bulletin (“SAB”) No. 98. Under the provisions of
        SFAS No. 128 and SAB No. 98, basic net loss per share is computed by dividing
        the net loss available to common stockholders for the period by the weighted
        average number of shares of common stock outstanding during the period. The
        calculation of diluted net loss per share gives effect to common stock
        equivalents. Such amounts include shares potentially issuable upon conversion
        of
        the convertible preferred stock. However, potential common shares are excluded
        if their effect is anti-dilutive. For the period from May 11, 2006 (Inception)
        through December 31, 2006 basic and diluted loss per share were the same
        since
        the Company had a loss and had no dilutive securities. For the year ended
        December 31, 2007, basic and loss per share were the same; however had common
        stock equivalent shares been included in diluted earnings per share, they
        would
        have resulted in weighted-average common shares of 71,609,472 for the year
        ended
        December 31, 2007.
 
 Stock-Based
        Compensation
 
 All
        issuances of the Company’s stock for non-cash consideration have been assigned a
        per share amount equaling either the market value of the shares issued or
        the
        value of consideration received, whichever is more readily determinable.
        The
        Company’s accounting policy for equity instruments issued to consultants and
        vendors in exchange for goods and services follows the provisions
        of Emerging Issues Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity
        Instruments That are Issued to Other Than Employees for Acquiring, or in
        Conjunction with Selling, Goods or Services” and EITF Issue No. 00-18,
“Accounting Recognition for Certain Transactions Involving Equity Instruments
        Granted to Other Than Employees.” The measurement date for the fair value of the
        equity instruments issued is determined at the earlier of (i) the date at
        which
        a commitment for performance by the consultant or vendor is reached or (ii)
        the
        date at which the consultant or vendor’s performance is complete. In the case of
        equity instruments issued to consultants, the fair value of the equity
        instrument is recognized over the term of the consulting agreement. In
        accordance to EITF 00-18, an asset acquired in exchange for the issuance
        of
        fully vested, non-forfeitable equity instruments should be recorded as a
        prepaid
        expense. At December 31, 2007, no such transactions were recorded.
  F-10
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Recent
        Accounting Pronouncements
 
 In
        December 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Staff Position No. EITF 00-19-2 “Accounting for Registration Payment
        Arrangements” (“FSP EITF 00-19-2”), which establishes the standard that
        contingent obligations to make future payments under a registration rights
        arrangement shall be recognized and measured separately in accordance with
        Statement 5 and FASB Interpretation No. 14, “Reasonable Estimation of the Amount
        of a Loss.” Early adoption of FSP EITF 00-19-2 is permitted, and the Company has
        elected such early adoption. The adoption of FSP EITF 00-19-2 did not have
        a
        material impact on the Company’s consolidated financial position or results of
        operations.
 
 In
        July
        2006, the FASB issued FASB Interpretation No. 48, “ Accounting
        for Uncertainty in Income Taxes” (“FIN 48”). This interpretation prescribes a
        recognition threshold and measurement attribute for the financial statement
        recognition and measurement of a tax position taken or expected to be taken
        in a
        tax return. This interpretation also provides guidance on de-recognition,
        classification, interest and penalties, accounting in interim periods,
        disclosure and transition. The interpretation is effective for fiscal years
        beginning after December 15, 2006. The adoption of FIN 48 did not have a
        material impact on the Company’s financial position or results of
        operations.
 
 In
        September 2006, the FASB adopted SFAS No. 157, “Fair Value Measurements.” SFAS
        No. 157 establishes a framework for measuring fair value and expands disclosure
        about fair value measurements. Specifically, this standard establishes that
        fair
        value is a market-based measurement, not an entity specific measurement.
        As
        such, the value measurement should be determined based on assumptions the
        market
        participants would use in pricing an asset or liability, including, but not
        limited to assumptions about risk, restrictions on the sale or use of an
        asset
        and the risk of non-performance for a liability. The expanded disclosures
        include disclosure of the inputs used to measure fair value and the effect
        of
        certain of the measurements on earnings for the period. SFAS No. 157 is
        effective for fiscal years beginning after November 15, 2007. The Company
        has
        not yet determined the effect adoption of SFAS No. 157 will have on its
        financial position or results of operations.
 
 In
        September 2006, the SEC staff issued SAB No. 108, “Considering the Effects of
        Prior Year Misstatements when Quantifying Misstatements in Current Year
        Financial Statements.” SAB No. 108 requires that registrants quantify errors
        using both a balance sheet and income statement approach and evaluate whether
        either approach results in a misstated amount that, when all relevant
        quantitative and qualitative factors are considered, is material. The
        interpretation is effective for fiscal years beginning after November 15,
        2006.
        The adoption of SAB No. 108 did not have a material impact on the Company’s
        financial position or results of operations.
 
 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 No. 159 would create a fair value option of
        accounting for qualifying financial assets and liabilities under which
        an
        irrevocable election could be made at inception to measure such assets and
        liabilities initially and subsequently at fair value, with all changes in
        fair
        value reported in earnings. SFAS No. 159 is effective as of the beginning
        of the
        first fiscal year beginning after November 15, 2007. The Company does not
        expect the impact of adopting SFAS No. 159 to have a material effect on its
        financial position, results of operations and cash flows.
  F-11
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
  **NOTE
        3 - INTANGIBLE ASSETS**
  Pursuant
        to the License Agreement (see Note 1), the Company paid a non-refundable
        license
        fee of $25,000 and through 2007 reimbursed the University for legal fees
        totaling $42,016 incurred to obtain the patent, which the Company has recorded
        as an intangible asset at December 31, 2007. The Company is also obligated
        to
        pay an annual maintenance fee of $10,000 and will be required to pay a royalty
        of three percent of gross revenue and fifty percent of revenues from
        sublicenses. The Company has expensed $10,000 and $3,333 in 2007 and 2006,
        respectively, related to annual maintenance fees. These expenses were included
        in general and administrative expense in the accompanying financial
        statements.
   Future
        minimum royalty payments and the annual patent maintenance fee under the
        License
        Agreement are as follows:
  2008
              
              $
              110,0002009
              
              
              110,0002010
              
              
              310,0002011
                2012
              
              
              510,000
                510,000Thereafter
              
              
              5,610,000$
              7,160,000
 
  As
        of
        December 31, 2007, the amount due to the University under the License Agreement
        and the Sponsored Research Agreement (see Note 9) was $203,730 and is included
        in accounts payable in the accompanying financial statements.
 
 **NOTE
        4 - NOTE PAYABLE TO RELATED PARTY**
 
 The
        Company entered into an unsecured revolving note payable to SUTI that was
        amended in January 2008 to allow the Company to borrow up to $400,000. The
        note
        is due 30 days after a written demand for payment has been made and bears
        simple
        interest at 10 percent per annum. The balance on the note as of December
        31,
        2007 and 2006 was $155,980 and $445, respectively. Interest in the amount
        of
        $5,024 was accrued on the note during the year ended December 31, 2007. No
        principal or interest payments were made during 2007 and $5,000 in principal
        was
        paid during 2006.
  F-12
  **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        5 - INCOME TAXES**
  The
        income tax benefit consists of the following for the periods ended December
        31:
  2007
              
              2006Current:Federal
              
              $
              —
              
              $
              —State
              
              
              —
              
              
              ——
              
              
              —Deferred:Federal
              
              
              (642,300
              )
              
              (197,300
              )State
              
              
              (183,200
              )
              
              (56,300
              )(825,500
              )
              
              (253,600
              )Less:
                  change in valuation allowance
              
              
              825,500
              
              
              253,600$
              —
              
              $
              —
  Deferred
        income taxes are provided for the tax effects of temporary differences in
        the
        reporting of income for financial statement and income tax reporting purposes
        and arise principally from net operating loss carry forwards. As of December
        31,
        2007, the Company had federal and California net operating loss carry forwards
        that originated since inception of approximately $2,700,000 that expire in
        various periods through 2027 and 2017, respectively.
  The
        components of the net deferred tax asset as of December 31 are as
        follows:
  2007
              
              2006Net
                  operating loss carryforwards
              
              $
              1,079,100
              
              $
              253,600Valuation
                  allowance
              
              
              (1,079,100
              )
              
              (253,600
              )$
              —
              
              $
              —
 
 The
        Company’s effective tax rate differs from the federal and state statutory rates
        due to certain income (expense) items that are not deductible for income
        tax
        purposes and the valuation allowance recorded for the deferred tax asset
        due to
        unused net operating loss carry forwards. An allowance has been provided
        for by
        the Company which reduced the tax benefits accrued by the Company for its
        net
        operating losses to zero, as it cannot be determined when, or if, the tax
        benefits derived from these operating leases will materialize. The following
        is
        a
 reconciliation
        of the provision for income taxes as the expected rates to the income taxes
        reflected in the statements of operations:
 
 2007
              
              2006Tax
                  benefit at federal statutory rate
              
              
              (34
              )%
              
              (34
              )%State
                  tax benefit, net of federal tax effect
              
              
              (6
              )
              
              (6
              )Change
                  in valuation allowance
              
              
              40
              
              
              40—
              %
              
              —
  F-13
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        6 - STOCK COMPENSATION PLAN**
 
 The
        Company’s non-qualified company stock grant and option plan (“the Plan”), dated
        August 17, 2007 is intended to promote the interests of the Company and its
        stockholders by using investment interests in the Company to attract, retain,
        and motivate its management and other persons, including officers, directors,
        key employees and certain consultants, to encourage and reward such persons’
contributions to the performance of the Company and to align their interests
        with the interests of the Company’s stockholders. In furtherance of this
        purpose, the Plan authorizes the granting of the following types of stock-based
        awards: non-qualified stock options, restricted stock awards, unrestricted
        stock
        awards, and performance stock awards.
 
 Key
        employees (including employees who are also directors or officers), directors
        and certain consultants of the Company or any subsidiary are eligible to
        be
        granted an award and the type or types of award to be made is decided upon
        by
        the Board of Directors taking into account various factors. In the event
        that
        the award is in the form of non-qualified stock option, the Board of Directors
        determines the exercise price as well as the vesting schedule.
 
 The
        maximum number of shares of the Company’s stock that may be issued under the
        Plan is 4,000,000. As of December 31, 2007, the Company has issued 1,832,000
        shares as stock grants to directors, consultants and a related party for
        services rendered in 2007. No options have been granted as of December 31,
        2007.
  **NOTE
        7 - STOCKHOLDERS’ DEFICIT**
 
 Preferred
        Stock
  The
        Company is authorized to issue up to 10,000,000 shares of its $0.001 par
        value
        preferred stock, of which 10 shares have been designated Series A preferred
        stock and 20 shares have been designated Series B preferred stock.
  Series
        A Preferred Stock
  The
        holders of Series A convertible preferred stock have a liquidation preference
        of
        $100,000 per share plus accrued but unpaid dividends. Such amounts will be
        paid
        on all outstanding Series A preferred shares before any payment shall be
        made or
        any assets distributed to the holders of common
        stock or any other stock of any other series of preferred stock. Each share
        of
        Series A preferred stock is convertible, at the option of the holder, into
        an
        equivalent number of common shares such that the percentage of ownership
        will be
        equal to 1% of the common stock authorized and outstanding on a fully diluted
        basis at the time of conversion. The holders of Series A preferred stock
        must
        convert their shares at such time that the Company receives at least $8.5
        million in cumulative funding. The holders of these preferred shares shall
        have
        the right to vote and cast that number of votes which the holder would have
        been
        entitled to cast had such holder converted the shares immediately prior to
        the
        record date for such vote.
  F-14
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        7 - STOCKHOLDERS’ DEFICIT, continued**
 
 The
        holder of these shares shall participate in all dividends declared and paid
        with
        respect to the common stock to the same extent had such holder converted
        the
        shares immediately prior to the record date for the dividend. Upon termination
        of the License Agreement, the Company shall have the right, but not the
        obligation, to redeem the Series A preferred stock for $1.00 per share. The
        Series A preferred stock was issued to the University in March
        2007.
 
 Series
        B Preferred Stock
 
 The
        holders of Series B convertible preferred stock have a liquidation preference
        of
        $100,000 per share plus accrued but unpaid dividends. Such amounts will be
        paid
        on all outstanding Series B preferred shares before any payment shall be
        made or
        any assets distributed to the holders of common stock or any other stock
        of any
        other series of preferred stock, but junior to the Series A preferred
        stockholders. Each share of Series B preferred stock is convertible, at the
        option of the holder, into an equivalent number of common shares such that
        the
        percentage of ownership will be equal to 1% of the common stock authorized
        and
        outstanding on a fully diluted basis at the time of conversion. The holders
        of
        Series B preferred stock must convert their shares at such time that the
        Company
        receives at least $8.5 million in cumulative funding. The holders of these
        preferred shares shall have the right to vote and cast that number of votes
        which the holder would have been entitled to cast had such holder converted
        the
        shares immediately prior to the record date for such vote. The holder of
        these
        shares shall participate in all dividends declared and paid with respect
        to the
        common stock to the same extent had such holder converted the shares immediately
        prior to the record date for the dividend. The Series B preferred stock was
        issued to SUTI in February 2007.
  Common
        Stock
  The
        Company is authorized to issue 100,000,000 shares of its $0.001 par value
        common
        stock. The holders of the Company’s common stock are entitled to one vote per
        share of common stock held and have equal rights to receive dividends when,
        and
        if, declared by the Board of Directors. In the event of liquidation, holders
        of
        common stock are entitled to share ratably in the net assets available for
        distribution to stockholders, subject to the rights, if any, of holders of
        any
        preferred stock then outstanding.
 
 During
        2006, the Company issued 50,000,000 shares of common stock to the founders
        of
        the Company for incorporation expenses of $1,950; 1,336,000 shares of common
        stock to a related party
        in
        exchange for professional services performed in 2007, valued at $167,000;
        320,000 shares of common stock to a third party as payment of stock issuance
        costs; 1,920,000 shares of common stock for management fees to SUTI, valued
        at
        $240,000; 480,000 shares of common stock to a consultant for services, valued
        at
        $60,000; and 732,000 shares of common stock to investors in a private placement
        for net cash proceeds of $86,500.
 
 During
        2007, the Company issued 2,101,000 shares of common stock to investors in
        a
        private placement for net cash proceeds of $249,125; 816,000 shares of common
        stock for management fees to SUTI, valued at $102,000; 2,500,000 restricted
        shares of common stock for management  fees
        to
        SUTI, valued at $350,000; 284,000 shares of common stock to consultants for
        services, valued at $35,500; and 732,000 shares of common stock to the Company’s
        directors for services, valued at $91,500.
  F-15
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        7 - STOCKHOLDERS’ DEFICIT, continued**
 
 The
        following summarizes the common stock activity for the years ended December
        31:
 
 2007
              
              2006Shares
                  issued for incorporation expenses
              
              
              —
              
              
              50,000,000Shares
                  issued for services rendered
              
              
              2,500,000
              
              
              3,736,000Stock
                  issued for stock issuance costs
              
              
              —
              
              
              320,000Shares
                  issued for services rendered under the Plan (see Note 6)
              
              
              1,832,000
              
              
              —Private
                  sales of shares
              
              
              2,101,000
              
              
              732,000Total
                  shares issued
              
              
              6,433,000
              
              
              54,788,000
  **NOTE
        8 -RELATED PARTY TRANSACTIONS**
  On
        June
        20, 2006, the Company entered into a Venture Acceleration Agreement, (the
        “Venture Agreement”) with SUTI. Pursuant to the Venture Agreement, SUTI will
        provide certain services and personnel to the Company for an initial term
        of
        three years. In return, the Company will pay a management fee and a performance
        fee.
 
 The
        management fee calls for a one-time payment of $100,000 and an annual fee
        in the
        amount of $930,000, payable in monthly instalments of $77,500. Of the monthly
        payment, $37,500 is payable in cash and $40,000 is payable in shares of the
        Company’s common stock at the initial rate of $0.125 per share (320,000 shares
        per month). The number of shares to be issued will be adjusted to the previous
        day’s closing price now that the Company’s shares are publicly traded. For the
        year ended December 31, 2007 and the period ended December 31, 2006, the
        Company
        issued 3,316,000 shares valued at $452,000 and 1,920,000 shares valued at
        $240,000, respectively.
 
 For
        the
        first three years of the Venture Agreement, the performance fee is six percent
        of gross revenue. Thereafter, the performance fee will be fifteen percent
        of
        quarterly operating profit before the performance fee. Additionally, if the
        Company has an operating profit in the fourth quarter of the third year of
        the
        agreement, SUTI will be entitled to receive fifteen percent of the Company’s gross
        revenue during the two years following the initial term of the Venture
        Agreement. No performance fees are due for the year ended December 31, 2007
        or
        for the period ended December 31, 2006.
 
 During
        the years ended December 31, 2007 and the period ended December 31, 2006,
        the
        Company incurred $930,000 and $565,000 in management fees, respectively.
        As of
        December 31, 2007 and 2006, total management fees due to SUTI were $710,703
        and
        $268,000, respectively.
  F-16
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES**
 
 Litigation
 
 On
        or
        about October 10, 2007, one of the Company’s former consultants filed a
        complaint against the Company alleging breach of contract and other common
        counts. The former consultant is seeking to recover $40,566 from the Company.
        As
        of December 31, 2007, the Company has accrued for this amount.
  Indemnities
        and Guarantees
 
 During
        the normal course of business, the Company made certain indemnities and
        guarantees, under which it may be required to make payments to a guaranteed
        or
        indemnified party in relation to certain actions or transactions. The Company
        indemnifies its directors, officers, employees, consultants and agents against
        liabilities arising out of the performance of services to the Company. The
        Company has agreed to indemnify the University from any causes of action
        resulting from the exercise or practice of the License Agreement. The duration
        of the guarantees and indemnities varies, and is generally tied to the life
        of
        the agreement. These guarantees and indemnities do not provide for any
        limitation of the maximum potential future payments the Company could be
        obligated to make. To date, the Company has not been obligated nor incurred
        any
        payments for these obligations and, therefore, no liabilities have been recorded
        for these indemnities and guarantees in the accompanying balance
        sheets.
 
 Consulting
        Agreements
 
 The
        Company has a consulting agreement (the “Consulting Agreement”) with an
        individual to provide services to develop the technology licensed from the
        University. The Consulting Agreement was effective September 1, 2006 and
        expires
        on October 31, 2011. The consultant will be paid an annual fee of $72,000
        during
        the term. The Consulting Agreement is cancelable at the option of either
        party
        upon thirty days written notice. For the year ended December 31, 2007 and
        for
        the period ended December 31, 2006, the Company incurred $72,000 and $24,000
        of
        expense, respectively, pursuant to the terms of the Consulting Agreement.
        These
        monies have been recorded in general and administrative expense. As of December
        31, 2007, the Company owed the consultant under the Consulting Agreement
        and the
        unrestricted sponsorship agreement (see discussion below) $194,833, which
        is
        recorded in accounts payable in the accompanying balance sheet.
 
 The
        Company had a consulting agreement (the “PR Agreement”) with an individual to
        provide public relations and marketing services for the Company for a one-year
        term through September 2007. The PR Agreement requires a monthly retainer
        of
        $10,000, against which actual time charges will be applied, plus approved,
        out-of-pocket expenses. The retainer for the first six months was paid in
        shares
        of common stock. Beginning in March 2007, the monthly retainer was payable
        in
        cash. Additionally, the consultant was to be paid a commission of fifteen
        percent on all media placement. During 2007, the Company terminated the PR
        agreement. For the year ended December 31, 2007 and for the period ended
        December 31, 2006, the Company recorded $90,000 and $35,000,
        respectively, under the PR Agreement. These monies have been recorded in
        general
        and administrative expense in the accompanying financial
        statements.
  F-17
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES, continued**
 
 At
        December 31, 2007, the consultant is owed $45,000 which is included in accounts
        payable in the accompanying financial statements.
 
 The
        Company has a consulting agreement (the “Technology Transfer Agreement”) with an
        individual to assist in the “seamless” changeover of the development work
        presently ongoing with the University to the Company’s private research
        facility. The agreement was for a one-year term through December 31, 2007.
        The
        consultant was to be paid an annual fee of $40,800 plus approved, out-of-pocket
        expenses. For the year ended December 31, 2007, the Company incurred expense
        of
        $48,166, pursuant to the terms of the Technology Transfer Agreement. These
        expenses were recorded in general and administrative expense. As of December
        31,
        2007, the Company owed the consultant $12,900 under the Technology Transfer
        Agreement, which is included in accounts payable in the accompanying balance
        sheet.
 
 **Sponsored
        Research Agreement**
 
 Concurrent
        with the execution of the License Agreement, the Company also agreed to provide
        the University with up to $599,350 over a twelve-month period ending December
        31, 2007, for research of the technology covered by the License Agreement
        (the
“Sponsored Research Agreement”). The Sponsored Research Agreement can be
        extended upon written agreement from the Company. The Company incurred $290,600
        for the year ended December 31, 2007, which is included in research and
        development expense in the accompanying statement of operations.
 
 Unrestricted
        Sponsorship of Lab Research
 
 Concurrent
        with the execution of the License Agreement, the Company also agreed to provide
        sponsorship to a researcher (see the Consulting Agreement above) at the
        University’s unrestricted research labs beginning in 2007. The sponsorship is
        for a period of four years commencing with the signing of the limited license
        agreement with the University.
 
 Future
        minimum payments under the Unrestricted Sponsorship are as follows:
 
 2008
              
              $
              75,0002009
              
              
              100,000Thereafter
              
              
              125,000$
              300,000
 
 
 F-18
 **REAL
          PAPER DISPLAYS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO** **** **FINANCIAL
          STATEMENTS**
 **December
          31, 2007**
  **NOTE
        9 - COMMITMENTS AND CONTINGENCIES, continued**
 
 For
        the
        year ended December 31, 2007, the Company recorded $98,833 of sponsored research
        expense related to the Unrestricted Sponsorship Agreement, which is included
        in
        research and development expense in the accompanying statement of
        operations.
 
 *
        * * * *
        *
  F-19




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Real
              Paper
              Displays, Inc.Dated:
              April 14, 2008
            
            /s/
              Malcolm D. LennieBy:Malcolm
                D. LennieIts:
                Chief
                Executive Officer, Secretary, and
                Director





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




Dated:
              April 14, 2008
            
            /s/
              Malcolm D. LennieBy:Malcolm
                D. LennieIts:
                Chief
                Executive Officer, Secretary, and
                Director




Dated:
              April 14, 2008
            
            /s/
              Dan
              HansonBy:Dan
              HansonIts:
                Chief Financial Officer and
                Director


Dated:
              April 14, 2008
            
            /s/
              C. Robert KlineBy:C.
              Robert Kline, Ph.D.Its:
                Director




Dated:
              April 14, 2008
            
            /s/
              Bert E. TrenthamBy:Bert
              E. TrenthamIts:
                Director




29