**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





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


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-51615*







**Norton
      Sound Acquisition Corp.**


(Exact
      name of registrant as specified in its charter)









Delaware
            
            20-3326660(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)c/o
                Paramount BioSciences, LLC
              787
                Seventh Avenue, 48thFloor
              New
                York, NY
            
            10019(Address
                of principal executive offices)
            
            (zip
                code)




Registrant’s
                telephone number, including area code:
              (212)
                554-4300









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





None.





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





Common
      Stock, $0.001 par value per share


(Title
      of
      Class)










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





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. o





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





The
      issuer’s revenues for fiscal year end December 31, 2007 were $0.





As
      of
      March 20, 2008, there were 750,000 shares of common stock, par value $.001
      per
      share, outstanding, none of which were held by non-affiliates. ****





Transitional
      Small Business Disclosure Format (check one): Yes o No x




**DOCUMENTS
        INCORPORATED BY REFERENCE:**
 
 **None**
 
 **FORWARD-LOOKING
        STATEMENTS**


Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Norton Sound
      Acquisition Corp. (the “Company”) to be materially different from any future
      results, performance or achievements expressed or implied by such
      forward-looking statements. The forward-looking statements included herein
      are
      based on current expectations that involve numerous risks and uncertainties.
      The
      Company's plans and objectives are based, in part, on assumptions involving
      the
      continued expansion of business. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions and future business decisions, all of which are difficult
      or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein particularly in view of the current state of our operations, the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.





1




**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Norton
      Sound Acquisition Corp. (“we”, “us”, “our” or the “Company”) was incorporated in
      the State of Delaware on August 12, 2005 and maintains its principal executive
      offices at 787 Seventh Avenue, 48 th Floor,
      New York, New York 10019. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination through the acquisition of, or
      merger with, an operating business. The Company filed a registration statement
      on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on
      November 14, 2005, and since its effectiveness, the Company has focused its
      efforts to identify a possible business combination.





The
      Company, based on proposed business activities, is a “blank check” company. The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act as a company with no or nominal assets (other
      than
      cash) and no or nominal operations. Management does not intend to undertake
      any
      efforts to cause a market to develop in our securities, either debt or equity,
      until we have successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with an operating business. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





**Competition**





The
      Company faces vast competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.





**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**




2




***There
      may be conflicts of interest between our management and our non-management
      stockholders.***





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





Further,
      Paramount BioCapital, Inc. (“PBI”), a registered broker-dealer, may act as
      investment banker, placement agent or financial consultant to the Company or
      an
      acquisition candidate in connection with a potential business combination
      transaction. Dr. Rosenwald, our controlling stockholder, is the sole
      stockholder, Chairman and Chief Executive Officer of PBI. Mr. Pilatzke, our
      Treasurer, and Mr. Hofer, our President, Secretary and sole director, are both
      employees of PBI. Also, since January 1, 2006, the Company began paying
      Paramount BioSciences, LLC (“PBS”), a
      drug
      development firm ,
      a
      monthly fee of $1,000 for certain management services. PBS was founded by Dr.
      Rosenwald, the Company’s controlling stockholder. Mr. Pilatzke and Mr. Hofer are
      employees of PBS.




Additionally,
      we may, from time to time, take loans that pay reasonable interest from PBS
      to
      run our operations. We cannot assure you that conflicts of interest among us,
      PBI, PBS and our stockholders will not develop. Any finders fees, placement
      fees, interest or other fees paid to PBI or PBS will be comparable with
      unaffiliated third party fees.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination.. We have no significant assets
      or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      August 12, 2005 (inception) through December 31, 2007, we have incurred a net
      loss of $120,254.  We
      expect
      that we will incur losses at least until we complete a merger or other business
      combination with an operating business and perhaps after such a combination
      as
      well. There can be no assurance that we will complete a merger or other business
      combination with an operating business or that we will ever be profitable.





3





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




***There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.***





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are, and will continue to be, an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





***Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.***





The
      nature of our operations is highly speculative, and there is a consequent risk
      of loss of your investment. The success of our plan of operation will depend
      to
      a great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





***Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our officers have not entered into written
      employment agreements with us and are not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.***





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.




4





***The
      Company may be subject to further government regulation which would adversely
      affect our operations.***





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





***Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.***





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





***Our
      business will have no revenue unless and until we merge with or acquire an
      operating business.***





We
      are a
      development stage company and have had no revenue from operations. We do not
      expect to realize any revenue unless and until we successfully merge with or
      acquire an operating business.





***Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.***





Additional
      risks may exist since we expect to assist a privately held business to become
      public through a “reverse merger.” Securities analysts of major brokerage firms
      may not provide coverage of our Company since there is no incentive to brokerage
      firms to recommend the purchase of our common stock, par value $0.001 per share
      (the “Common Stock”). No assurance can be given that brokerage firms will want
      to conduct any secondary offerings on behalf of our post-merger company in
      the
      future.





5




***We
      cannot assure you that following a business combination with an operating
      business, our Common Stock will be listed on NASDAQ or any other securities
      exchange.***




Following
      a business combination, we may seek the listing of our Common
      Stock on
      NASDAQ
      or the American Stock Exchange. However, we cannot assure you that following
      such a transaction, we will be able to meet the initial listing standards of
      either of those or any other stock exchange, or that we will be able to maintain
      a listing of our Common
      Stock on
      either
      of those or any other stock exchange. After completing a business combination,
      until our Common
      Stock is
      listed
      on the NASDAQ or another stock exchange, we expect that our  Common
      Stock would
      be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our Common
      Stock .
      In
      addition, we would be subject to an SEC rule that, if it failed to meet the
      criteria set forth in such rule, imposes various practice requirements on
      broker-dealers who sell securities governed by the rule to persons other than
      established customers and accredited investors. Consequently, such rule may
      deter broker-dealers from recommending or selling our Common
      Stock ,
      which
      may further affect its liquidity. This would also make it more difficult for
      us
      to raise additional capital following a business combination.





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Common
      Stock .
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
      from Richard K. Wulff, Chief of the Office of Small Business Policy of the
      Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.





Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.




6





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      shares of our Common
      Stock issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form S-1, or some other available form, to register
      for resale such shares of Common
      Stock .
      We
      cannot control this future registration process in all respects as some matters
      are outside our control. Even if we are successful in causing the effectiveness
      of the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of Common
      Stock .





In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in a direct or
      "primary" public offering, at a fixed price, if the facts and circumstances
      are
      such that the SEC believes the investors seeking to have their shares registered
      are underwriters and/or affiliates of the issuer. It appears that the SEC in
      most cases will permit a registration for resale of up to one third of the
      total
      number of shares of common stock then currently owned by persons who are not
      affiliates of such issuer and, in some cases, a larger percentage depending
      on
      the facts and circumstances. Staff members also have indicated that an issuer
      in
      most cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors. Since, following a reverse merger
      or business combination, we may have little or no tradable shares of Common
      Stock ,
      it is
      unclear as to how many, if any, shares of Common
      Stock the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in Common
      Stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.





***We
      have never paid dividends on our Common Stock.***





We
      have
      never paid dividends on our Common
      Stock and
      do
      not presently intend to pay any dividends in the foreseeable future. We
      anticipate that any funds available for payment of dividends will be re-invested
      into the Company to further its business strategy.





***The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.***





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      75,000,000 shares of Common
      Stock and
      a
      maximum of 10,000,000 shares of preferred stock, par value $.001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of Common Stock held by our then existing
      stockholders. Moreover, the Common Stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      Common Stock held by our current stockholder. Our Board of Directors has the
      power to issue any or all of such authorized but unissued shares without
      stockholder approval. To
      the
      extent that additional shares of Common Stock or Preferred Stock are issued
      in
      connection with a business combination or otherwise, dilution to the interests
      of our stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.




7





***Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of Common Stock.*** ****





In
      order
      to provide an interest in the Company to a third party, our stockholders may
      choose to cause the Company to sell Company securities to third parties, with
      the proceeds of such sale being utilized by the Company to repurchase their
      shares of Common Stock. As a result of such transaction, our management,
      stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue shares of Preferred Stock
      with
      dividend, liquidation, conversion, voting, or other rights which could adversely
      affect the voting power or other rights of the holders of the Common
      Stock .
      In the
      event of issuance, the Preferred Stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.





***Shareholder
      control over management.***





As
      indicated elsewhere herein, our
      management intends to devote only a limited amount of time to our affairs.
      They
      will spend the majority of their time devoted to their full time employment. Although
      management currently owns none of our Common Stock, 97% of all the issued and
      outstanding Capital Stock of the Company is owned by an individual who is the
      Chairman and Chief Executive Officer of PBI, which employs members of our
      management team on a full time basis. Consequently, our majority stockholder,
      Dr. Rosenwald, has the ability to influence control of the operations of the
      Company and will
      have
      the ability to influence or control substantially all matters submitted to
      stockholders for approval, including:





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.





This
      stockholder will thus have substantial influence and control over our management
      and affairs. Accordingly, this concentration of ownership may have the effect
      of
      impeding a merger, consolidation, takeover or other business consolidation,
      or
      discouraging a potential acquirer from making a tender offer for our Common
      Stock. Moreover, as PBI is in the business of founding and financing life
      science companies it is likely that most merger candidates will be substantially
      owned or controlled by Dr. Rosenwald.





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate activities .





8




**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Company is
      a
      party or as to which any of its property is subject, and no such proceedings are
      known to the Company to be threatened or contemplated against it.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





None.




**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
      of Common Stock. Our Common Stock is not listed on a publicly-traded market.
      As
      of March 20, 2008, there were twenty one holders of record of our Common
      Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on Common Stock and does
      not
      intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





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





None.





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended December 31, 2007.





The
      Company issued 750,000 shares of Common Stock on August 14, 2005, to accredited
      investors, for aggregate cash consideration of $5,000. The Company sold these
      shares of Common Stock under the exemption from registration provided by Section
      4(2) of the Securities Act.





No
      securities have been issued for services. Neither the Company nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





9




**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Since
      our
      formation on August 12, 2005, our purpose has been to effect a business
      combination with an operating business which we believe has significant growth
      potential. We are currently considered to be a “blank check” company in as much
      as we have no specific business plans, no operations, revenues or employees.
      We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the company.




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      officers and sole director are only required to devote a very limited portion
      of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to effect an acquisition of or merger
      with another operating company, of which there can be no assurance.





We
      had a
      net loss of approximately $48,000 for the year ended December 31, 2007
      consisting primarily of approximately $9,000 in legal fees, $20,000 in
      accounting fees, $12,000 for management services, $4,000 in interest expense
      and
      $3,000 of general corporate expenses all of which was financed through the
      loans
      with PBS.





We
      had a
      net loss of approximately $41,000 for the year ended December 31, 2006
      consisting primarily of approximately $20,000 in accounting fees, $12,000 for
      management services, $2,000 in interest expense and $7,000 of general corporate
      expenses all of which was financed through the loans with PBS.





10




**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a
      current or future effect on the Company’s financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to investors.





11




**Item
      7. Financial Statements.**





**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**


Page(s)Report
                  of Independent Registered Public Accounting Firm
              
              F-2Balance
                  Sheets
                December
                  31, 2007 and 2006
              
              F-3Statements
                  of Operations
                For
                  the years ended December 31, 2007 and 2006 and the period from
                  August 12,
                  2005 (Inception) to December 31, 2007
              
              F-4Statement
                  of Changes in Stockholders' Deficiency
                Period
                  from August 12, 2005 (Inception) to December 31, 2007
              
              F-5Statements
                  of Cash Flows
                For
                  the years ended December 31, 2007 and 2006 and the period from
                  August 12,
                  2005 (Inception) to December 31, 2007
              
              F-6Notes
                  to Financial Statements
              
              F-7
                  - F-9




F-1




**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors and Stockholders


Norton
      Sound Acquisition Corp.





We
      have
      audited the accompanying balance sheets of Norton Sound Acquisition Corp. (A
      Development Stage Company) as of December 31, 2007 and 2006, and the related
      statements of operations, changes in stockholders’ deficiency and cash flows for
      the years then ended and for the period from August 12, 2005 (inception) to
      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 audits.





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. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Norton Sound Acquisition Corp.
      (A
      Development Stage Company) as of December 31, 2007 and 2006, and its results
      of
      operations and cash flows for the years then ended and for the period from
      August 12, 2005 (inception) to 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 will need additional equity or debt financing or will
      need to complete a business combination with a company that has such financing
      to be able to sustain its operations. These matters raise substantial doubt
      about the Company's ability to continue as a going concern. Management's plans
      regarding these matters are also described in Note 1. The accompanying financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.







/s/
      J.H.
      Cohn LLP





Roseland,
      New Jersey


March
      24, 2008




F-2




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Balance
      Sheets**





**December
                31, 2007**
            
            **December
                31, 2006****ASSETS**Cash
            
            **$**
            **4,000**
            
            $
            4,476**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY**Current
                liabilities:Accrued
                expenses
            
            **$**
            **25,889**
            
            $
            15,057Accrued
                interest - related party, current portion
            
            
            **3,406**
            
            
            -Notes
                payable - related party, current portion
            
            
            **30,581**
            
            
            -Total
                current liabilities
            
            
            **59,876**
            
            
            15,057Noncurrent
                liabilities:Accrued
                interest - related party, net of current portion
            
            
            **2,871**
            
            
            2,474Notes
                payable -related party, net of current portion
            
            
            **56,507**
            
            
            54,261Total
                liabilities
            
            
            **119,254**
            
            
            71,792Commitments
                and contingenciesStockholders’
                deficiency:Preferred
                stock, $.001 par value; 10,000,000 shares authorized; none
                issued
            
            
            **-**
            
            
            -Common
                stock, $.001 par value; 75,000,000 shares authorized; 750,000 sharesissued
                and outstanding
            
            
            **750**
            
            
            750Additional
                paid-in capital
            
            
            **4,250**
            
            
            4,250Deficit
                accumulated during the development stage
            
            
            **(120,254**
            **)**
            
            (72,316
            )Total
                stockholders’ deficiency
            
            
            **(115,254**
            **)**
            
            (67,316
            )Total
            
            **$**
            **4,000**
            
            $
            4,476




*See
      notes to financial statements.*





F-3




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Statements
      of Operations**





**Year
                ended December 31, 2007**
            
            Year
                ended December 31, 2006
            
            Period
                from August 12, 2005 (Inception) to December 31, 2007**Operating
                expenses and loss from operations:**General
                and administrative
            
            **$**
            **44,135**
            
            $
            38,737
            
            $
            113,977**Loss
                from operations**
            
            
            **(44,135**
            **)**
            
            (38,737
            )
            
            (113,977
            )**Interest
                expense**
            
            
            **3,803**
            
            
            2,150
            
            
            6,277**Net
                loss**
            
            **$**
            **(47,938**
            **)**
            $
            (40,887
            )
            $
            (120,254
            )**Basic
                net loss per common share**
            
            **$**
            **(0.06**
            **)**
            $
            (0.05
            )**Weighted
                average common shares outstanding**
            
            
            **750,000**
            
            
            750,000




*See
      notes to financial statements.*




F-4




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Statement
      of Changes in Stockholders’ Deficiency**


**Period
      from August 12, 2005 (Inception) to December 31, 2007**





**Additional****Common
                Stock**
            
            **Paid-in**
            
            **Accumulated****Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Total**Issuance
                      of common stock to founders in August 2005 at $.0067 per
                      share
            
            
            750,000
            
            $
            750
            
            $
            4,250
            
            
            
            
            $
            5,000Net
                loss
            
            
            
            
            
            
            
            
            
            
            $
            (31,429
            )
            
            (31,429
            )Balance
                - December 31, 2005
            
            
            750,000
            
            
            750
            
            
            4,250
            
            
            (31,429
            )
            
            (26,429
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (40,887
            )
            
            (40,887
            )Balance
                - December 31, 2006
            
            
            750,000
            
            
            750
            
            
            4,250
            
            
            (72,316
            )
            
            (67,316
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (47,938
            )
            
            (47,938
            )**Balance
                - December 31, 2007**
            
            
            **750,000**
            
            **$**
            **750**
            
            **$**
            **4,250**
            
            **$**
            **(120,254**
            **)**
            **$**
            **(115,254**
            **)**




*See
      notes to financial statements.*




F-5




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Statements
      of Cash Flows**




**Year
                ended December 31, 2007**
            
            
            Year
                ended December 31, 2006
            
            
            Period
                from August 12, 2005 (Inception) to December 31, 2007**Cash
                flows from operating activities:**Net
                loss
            
            $
            **(47,938**
            **)**
            $
            (40,887
            )
            $
            (120,254
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Changes
                in:Accrued
                expenses
            
            
            **10,832**
            
            
            8,807
            
            
            25,889Expenses
                paid by related parties satisfied through the issuance ofnotes
            
            
            **32,827**
            
            
            29,930
            
            
            87,088Accrued
                interest - related party
            
            
            **3,803**
            
            
            2,150
            
            
            6,277Net
                cash used in operating activities
            
            
            **(476**
            **)**
            
            -
            
            
            (1,000
            )**Cash
                flows from financing activities:**Proceeds
                from issuance of common stock
            
            
            **-**
            
            
            -
            
            
            5,000**Net
                (decrease) increase in cash**
            
            
            **(476**
            **)**
            
            -
            
            
            4,000Cash,
                beginning of period
            
            
            **4,476**
            
            
            4,476
            
            
            -**Cash,
                end of period**
            
            **$**
            **4,000**
            
            $
            4,476
            
            $
            4,000




*See
      notes to financial statements.*




F-6





**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Notes
      to the Financial Statements**


**December
      31, 2007**




**Note
      1 -**  **Organization,
      Business and Operations:**




Norton
      Sound Acquisition Corp. (the “Company”) was incorporated in the State of
      Delaware on August 12, 2005. The objective of the Company is to acquire an
      operating business.




The
      Company's primary activities since incorporation have been organizational
      activities relating to the Company’s formation and the filing of a registration
      statement under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), which became effective in January 2006. The Company has not generated any
      revenues from these activities and, accordingly, it is in the development stage.
      The Company selected December 31 as its fiscal year-end.




The
      Company, based on its proposed business activities, is a "blank check" company.
      The Securities and Exchange Commission defines those companies as "any
      development stage company that is issuing a “penny stock”, within the meaning of
      Section 3 (a)(51) of the Exchange Act and that has no specific business plan
      or
      purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. Management does not intend to undertake any efforts
      to
      cause a market to develop in our securities, either debt or equity, until the
      Company has successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as it is subject to those requirements.




The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly-held corporation. The Company’s principal business objective
      for the 12 months subsequent to December 31, 2007 and beyond such time will
      be
      to achieve long-term growth potential through a combination with a business
      (“Business Combination”) rather than immediate, short-term earnings. The Company
      will not restrict its potential candidate target companies to any specific
      business, industry or geographical location and thus may acquire any type of
      business. The analysis of new business opportunities will be undertaken by,
      or
      under the supervision of, the officers and directors of the
      Company.




The
      Company's financial statements have been prepared on a going concern basis
      which
      contemplates the realization of assets and the settlement of liabilities and
      commitments in the normal course of business. Management believes that the
      Company will continue to incur losses for the foreseeable future and will need
      additional equity or debt financing or will need to complete a Business
      Combination with a company that has such financing to be able to sustain its
      operations until it can achieve profitability and positive cash flows, if
      ever.




Management
      plans to seek additional debt and/or equity financing for the Company through
      private or public offerings or through a Business Combination, but it cannot
      assure that such financing will be available on acceptable terms or at all.
      These matters raise substantial doubt about the Company's ability to continue
      as
      a going concern. The accompanying financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




**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 and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and reported amounts of revenue and expenses during
      the
      reporting period. Actual results could differ from those estimates.




F-7




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Notes
      to the Financial Statements**


**December
      31, 2007**




**Note
      2 - Summary of Significant Accounting Policies
      (continued):**




**Fair
      value of financial instruments:**





Financial
      instruments consist of cash and notes payable. The carrying value of these
      financial   instruments
      approximates their fair values.





**Income
      taxes:**





In
      accordance with Statement of Financial Accounting Standards No. 109, “Accounting
      for Income Taxes,” deferred tax assets and liabilities are recognized based on
      temporary differences between the financial statement and tax bases of assets
      and liabilities. Deferred tax assets and liabilities are measured using enacted
      tax rates expected to apply to taxable income in the years in which these assets
      and liabilities are expected to be recovered or settled. The Company provides
      a
      valuation allowance when it is more likely than not that some or all of its
      net
      deferred tax assets will not be realized. Potential income tax benefits,
      relating primarily to net operating losses, as of December 31, 2007 and 2006,
      and for the period from August 12, 2005 (inception) to December 31, 2007
      approximate $19,000, $16,000 and $48,000, respectively, and have been fully
      offset by a valuation allowance. Net operating loss carryforwards of
      approximately $120,000 expire through 2027.





**Loss
      per common share:**





Basic
      earnings (loss) per common share excludes dilution and is computed by dividing
      net income (loss) by the weighted average number of common shares outstanding
      during the period. Diluted earnings per common share reflect the potential
      dilution that could occur if securities or other contracts to issue common
      stock
      were exercised or converted into common stock or resulted in the issuance of
      common stock that then shared in the earnings of the entity. There were no
      potentially dilutive securities outstanding as of December 31, 2007 and
      2006.





**Note
      3 - Related Party Transactions:**




**Notes
      payable:**





On
      August
      14, 2005, the Company issued a 5% promissory note payable to Paramount
      BioCapital Investments, LLC (“Paramount”), an affiliate of a significant
      stockholder of the Company. This note and all accrued interest mature on August
      14, 2008 or earlier if certain events occur. The note payable was issued to
      Paramount for expenses that it has paid on behalf of the Company. As of December
      31, 2007 and 2006, the principal balance of this note was $30,581. On December
      31, 2006, this note was assigned to Paramount BioSciences, LLC (“PBS”), an
      affiliate of a significant stockholder of the Company.





On
      January 30, 2006, the Company issued a 5% promissory note payable to PBS. This
      note and all accrued interest mature on January 30, 2009 or earlier if certain
      events occur. The note payable was issued to PBS for expenses that it has paid
      on behalf of the Company. As of December 31, 2007 and 2006, the principal
      balance of this note was $56,507 and $23,680, respectively.





**Office
      space and administrative services:**





Effective
      January 1, 2006, the Company began accruing a monthly fee of $1,000 charged
      by
      PBS for certain management services.




F-8




**NORTON
      SOUND ACQUISITION CORP.**


**(A
      Development Stage Company)**





**Notes
      to the Financial Statements**


**December
      31, 2007**





**Note
      4 - Stockholders’ Equity:**




The
      Company is authorized to issue 10,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors. No shares have been issued through
      December 31, 2007.





The
      Company is authorized to issue 75,000,000 shares of common stock. On August
      14,
      2005, the Company issued 750,000 shares.





F-9


**Item
        8. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure.**
 
 None.
 
 **Item
        8A(T). Controls and Procedures.**
 
 Evaluation
        of Disclosure Controls and Procedures.
  As
        of the
        end of the period covered by this annual report, we carried out an evaluation,
        under the supervision and with the participation of our management, including
        our principal executive officer and principal financial officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)).
        Based
        upon the foregoing evaluation, our principal executive officer and principal
        financial officer have concluded that our disclosure controls and procedures
        are
        not effective, for the reasons discussed below, to ensure that information
        required to be disclosed by us in the reports that we file or submit under
        the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in the rules and forms of the SEC.
 
 *Management’s
        Report on Internal Control Over Financial Reporting*
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting and for the assessment of the effectiveness
        of
        internal control over financial reporting. As defined by the SEC, internal
        control over financial reporting is a process designed by, or under the
        supervision of our principal executive officer and principal financial officer
        and effected by our Board of Directors, management and other personnel, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of the financial statements in accordance with U.S.
        generally accepted accounting principles.
 
 Our
        internal control over financial reporting includes those policies and procedures
        that (1) pertain to the maintenance of records that, in reasonable detail,
        accurately and fairly reflect our transactions and dispositions of our assets;
        (2) provide reasonable assurance that transactions are recorded as necessary
        to
        permit preparation of the financial statements in accordance with U.S. generally
        accepted accounting principles, and that our receipts and expenditures are
        being
        made only in accordance with authorizations of our management and directors;
        and
        (3) provide reasonable assurance regarding prevention or timely detection
        of
        unauthorized acquisition, use or disposition of our assets that could have
        a
        material effect on the financial statements.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
 
 In
        connection with the preparation of our annual financial statements, management
        has undertaken an assessment of the effectiveness of our internal control
        over
        financial reporting as of December 31, 2007, based on criteria established
        in
        Internal Control - Integrated Framework issued by the Committee of Sponsoring
        Organizations of the Treadway Commission, or the COSO Framework. Management’s
        assessment included an evaluation of the design of our internal control over
        financial reporting and testing of the operational effectiveness of those
        controls.
 12
 Based
        on
        this evaluation, management has concluded that our internal control over
        financial reporting was not effective as of December 31, 2007.  Our
        principal executive officer and principal financial officer concluded that
        we
        have material weaknesses in our internal control over financial reporting
        because we do not have an independent board of directors or audit committee
        or
        adequate segregation of duties. We have no independent body to oversee our
        internal control over financial reporting. The lack of segregation of duties
        is
        due to the limited nature and resources of the Company. We plan to rectify
        these deficiencies upon consummation of a business combination with an operating
        company that has an independent board of directors in place and the resources
        to
        eliminate the lack of segregation of duties.




**Item
      8B. Other Information.**





*The
      following information is being provided herein in lieu of in a Current Report
      on
      Form 8-K.*





**Departure
      of Directors or Principal Officers; Election of Directors; Appointment of
      Principal Officers.**





(b)
      On
      March 25, 2008, John Knox resigned from his position as Treasurer of the
      Company. Mr. Knox’s resignation letter is attached hereto as Exhibit
      17.2 .





(c)
      To
      replace Mr. Knox, on March 25, 2008, the Board of Directors elected Stephen
      J.
      Pilatzke as Treasurer of the Company.





Please
      see a paragraph detailing Mr. Pilatzke’s business experience under Item 9 set
      forth herein.





There
      are
      no family relationships between any officer or director of the Company and
      Mr.
      Pilatzke.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2007:





**Name**
            
            **Age**
            **Position**
            
            **Term**J.
                Jay Lobell
            
            45
            Former
                President, Secretary and director
            
            Mr.
                Lobell served as director of the Company from August 14, 2005 thru
                November 6, 2006. Mr. Lobell served as President and Secretary of
                the
                Company from August 14, 2005 thru August 10, 2007.John
                Knox
            
            38
            Former
                Treasurer
            
            Mr.
                Knox served as Treasurer of the Company from August 14, 2005 thruMarch
                25, 2008.Timothy
                M. Hofer
            
            33
            President,
                Secretary and director
            
            Mr.
                Hofer has served as director of the Company since November 6, 2006.
                Mr.
                Hofer has served as President and Secretary of the Company since
                August
                10, 2007.Stephen
                J. Pilatzke
            
            29
            Treasurer
            
            Mr.
                Pilatzke has served as Treasurer of the Company sinceMarch
                25, 2008.




13




The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.





**J.
      Jay Lobell, Former President, Secretary and Director.** Mr.
      Lobell served as President, Secretary and director of the Company since its
      inception. Mr. Lobell resigned as director of the Company on November 6, 2006.
      He resigned as President and Secretary of the Company on August 10, 2007. Mr.
      Lobell has served as President and Chief Operating Officer of Paramount
      BioCapital Asset Management, Inc. and PBS,
      since January 2005, and is a registered representative of PBI. He also serves
      as
      the Chief Executive Officer, Secretary and a member of the board of directors
      of
      Paramount Acquisition Corp., a publicly traded blank check company (ticker:
      PMQCU). From 1996 through December 2004, Mr. Lobell was a partner at Covington
      & Burling, a law firm, where he provided litigation, corporate and
      regulatory advice. Mr. Lobell received a B.A from Queens College and a J.D.
      from
      Yale Law School.





**John
      Knox, Former Treasurer.** Mr.
      Knox
      served as Treasurer of the Company since its inception. Mr.
      Knox
      resigned as Treasurer of the Company on March
      25,
      2008 .
      In
      addition, Mr. Knox currently serves as the Chief Financial Officer of PBS and
      PBI, positions he has held since February 2005. From March 1995
      through February 2005 Mr. Knox served as the Controller of Paramount BioCapital
      Investments, LLC and PBI. From
      October 1991 to February 1995, he was an auditor at Eisner LLP (f/k/a Richard
      A.
      Eisner & Company, LLP). Mr. Knox received his B.A. degree in Accounting from
      Emory University in May 1991 and his New York C.P.A in 1995.





**Timothy
      M. Hofer, President, Secretary and Director.** Mr.
      Hofer has served as director of the Company since November 6, 2006 and as
      President and Secretary of the Company since August 10, 2007. Mr. Hofer has
      been
      employed at PBS since April 2005, most recently as Senior Vice President, Legal
      Affairs. Prior to joining PBS, from July 2000 until March 2005, Mr. Hofer was
      an
      associate in the Mergers & Acquisitions/Private Equity practice group of the
      New York office of O'Melveny & Myers LLP, and its predecessor O’Sullivan
      Graev & Karabell, LLP, where he principally represented private equity
      investment funds and their portfolio companies in mergers, acquisitions, growth
      financings and similar transactions involving public and private
      companies.  Mr. Hofer also serves as President, Secretary and sole director
      of Arctic Acquisition Corp., Bristol Bay Sciences, Inc. and Sitka Sciences,
      Inc., all of which are blank check, publicly reporting and non-trading shell
      companies. Mr. Hofer received his B.A. degree in Political Science from the
      College of the Holy Cross in 1996 and his J.D. from Fordham Law School in 2000,
      where he was a member of the Fordham Law Review.  Mr. Hofer is admitted to
      the bar in New York.





**Stephen
      J. Pilatzke, Treasurer.** Mr.
      Pilatzke has served as Treasurer of the Company since March 25, 2008. Mr.
      Pilatzke has been the Controller **** of
      PBS
      since December 2005.  Previously, he worked as an auditor at Eisner LLP,
      from November 2001 through December 2005.  Mr. Pilatzke is an officer of
      several privately held biotechnology companies.  Mr. Pilatzke also serves
      as Treasurer of Arctic Acquisition Corp., Bristol Bay Sciences, Inc., Chitina
      Sciences, Inc., Cordova Sciences, Inc., Kanai Sciences, Inc., Kodiak Sciences,
      Inc., Seward Sciences, Inc. and Sitka Sciences, Inc., all of which are blank
      check, publicly reporting and non-trading shell companies. Mr. Pilatzke is
      a
      certified public accountant.  Mr. Pilatzke received his Bachelor’s degree
      in Accounting from Binghamton University in May 2001.




(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no employees.




14




(c)
      Family Relationships.





None.





(d)
      Involvement in Certain Legal Proceedings.




There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Company during the past five years.




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




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal years ended December 31, 2007 and 2006 and written
      representations that no other reports were required, the Company believes that
      the following persons who, at any time during such fiscal years, was a director,
      officer or beneficial owner of more than 10% of Common Stock failed to comply
      with all Section 16(a) filing requirements during such fiscal
      years:




Name
            
            Number
                of Late Reports
            
            Number
                of Transactions Not Reported on a Timely BasisJ.
                Jay Lobell
            
            2
            
            2Timothy
                M. Hofer
            
            1
            
            1





**Code
      of Ethics**





On
      December 31, 2007, Company adopted a formal code of ethics statement for senior
      officers and directors (the “Code of Ethics”) that is designed to deter
      wrongdoing and to promote ethical conduct and full, fair, accurate, timely
      and
      understandable reports that the Company files or submits to the Securities
      and
      Exchange Commission and others.  A form of the Code of Ethics is attached
      hereto as Exhibit
      14.1 . Requests
      for copies of the Code of Ethics should be sent in writing to Norton Sound
      Acquisition Corp., Attention: President, 787
      Seventh Avenue, 48 th Floor,
      New York, New York 10019.




**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.




15




**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and Secretary for services rendered during the fiscal year ended
      December 31, 2007.





Name
                and Position
            
            Year
            
            Total
                CompensationJ.
                Jay Lobell, Former President and Secretary
            
            2007
              2006
            
            None
              NoneTimothy
                M. Hofer, President and Secretary
            
            2007
            
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      but we pay d irectors'
      expenses in attending board meetings. During the year ended December 31, 2007
      no
      director expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 20, 2008, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentage
              of
                ClassDr.
                Lindsay Rosenwald, M.D.
              c/o
                Paramount BioSciences, LLC
              787
                Seventh Avenue, 48thFloor
              New
                York, NY 10019
            
            
            727,253
            
            
            97
            %Timothy
                M. Hofer (1)
              c/o
                Paramount BioSciences, LLC
              787
                Seventh Avenue, 48thFloor
              New
                York, NY 10019
            
            
            0
            
            
            0
            %Stephen
                J. Pilatzke (2)
              c/o
                Paramount BioSciences, LLC
              787
                Seventh Avenue, 48thFloor
              New
                York, NY 10019
            
            
            0
            
            
            0
            %All
                Directors and Officers as a Group
              (2
                individuals)
            
            
            0
            
            
            0
            %





(1)
            Mr.
                Hofer is the President, Secretary and sole director of the
                Company.


(2)
            Mr.
                Pilatzke is the Treasurer of the
                Company.





16




**Item
      12. Certain Relationships and Related Transactions.**





On
      August
      14, 2005, the Company issued a 5% promissory note payable to Paramount BioCapital
      Investments, LLC (“Paramount”) ,
      an
      affiliate of Dr. Lindsay Rosenwald, a controlling stockholder of the Company.
      This note and all accrued interest mature on August 14, 2008 or earlier if
      certain events occur. The note payable was issued to the lender for an advance
      made for future expenses that it has since paid on behalf of the Company.
      Paramount ceased operations in 2006. On December 31, 2006 this note was assigned
      to PBS. As of December 31, 2007, the principal balance of this note was $30,581.




Since
      January 1, 2006, the Company has paid PBS a monthly fee of $1,000 for services
      including the preparation of the Company’s financial statements and quarterly
      and annual reports. Also, on January 30, 2006, the Company issued a 5%
      promissory note payable to PBS. This note and all accrued interest mature on
      January 30, 2009 or earlier if certain events occur. The note payable was issued
      to PBS for future expenses that it has since paid on behalf of the Company.
      As
      of December 31, 2007, the principal balance of this note is $56,507. PBS was
      founded by Dr. Rosenwald, the Company’s controlling stockholder. Mr. Hofer, the
      Company’s President, Secretary and sole director, and Mr. Pilatzke, the
      Company’s Treasurer, are both employees of PBS.





The
      Company utilizes the office space and equipment of PBS, an affiliate of Dr.
      Rosenwald, a significant stockholder, at no cost. Management estimates such
      amounts to be immaterial.





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**Item
      13. Exhibits.**





Index
      to
      Exhibits


Exhibit
              
              Description*3.1
              
              Certificate
                  of Incorporation, as filed with the Delaware Secretary of State
                  on August
                  12, 2005.*3.2
              
              Amended
                  and Restated Certificate of Incorporation, as filed with the Delaware
                  Secretary of State on October 20, 2005.*3.3
              
              By-laws.14.1
              
              Corporate
                  Code of Ethics and Conduct, adopted December 31, 2007.**17.1
              
              Resignation
                  Letter from J. Jay Lobell, dated August 10, 2007.17.2
              
              Resignation
                  Letter from John Knox, dated March 25, 2008.31.1
              
              Certification
                  of the Company’s Principal Executive Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31,
                  2007.31.2
              
              Certification
                  of the Company’s Principal Financial Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31,
                  2007.32.1
              
              Certification
                  of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.32.2
              
              Certification
                  of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.




17




*
            Filed
                as an exhibit to the Company’s Registration Statement on Form 10-SB, as
                filed with the Securities and Exchange Commission on November 14,
                2005,
                and incorporated herein by this
                reference.





**
            Filed
                as an exhibit to the Company’s Quarterly Report on Form 10-QSB, as filed
                with the Securities and Exchange Commission on August 13, 2007, and
                incorporated herein by this reference.




**Item
      14. Principal Accountant Fees and Services**





J.H.
      Cohn
      LLP (“J.H. Cohn”) is the Company's independent registered public accounting
      firm.





**Audit
      Fees**





The
      aggregate fees billed by J.H. Cohn for professional services rendered for the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were
      $17,000 **** for
      the
      fiscal year ended December 31, 2007 and $17,000 **** for
      the
      fiscal year ended December 31, 2006.





**Audit-Related
      Fees**




Audit-related
      fees arefor assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      but not included in audit fees above. There were no audit-related fees billed
      by
      J.H. Cohnfor the fiscal year ended December 31, 2007 and for the fiscal
      year ended December 31, 2006.





**Tax
      Fees**





The
      aggregate fees billed by J.H. Cohn for professional services for tax returns
      were $3,000 for the fiscal year ended December 31, 2007 and $3,000 for the
      fiscal year ended December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by J.H. Cohn for other products and services for the fiscal
      year ended December 31, 2007 and **** for
      the
      fiscal year ended December 31, 2006.





**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.





18




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**NORTON
              SOUND ACQUISITION CORP.**Dated:
              March 25, 2008
            By:
            /s/
              Timothy M. HoferTimothy
              M. HoferPresident,
              Secretary and Director


Dated:
                  March 25, 2008
                By:
                /s/
                  Stephen J. PilatzkeStephen
                  J. PilatzkeTreasurer
  19