**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-KSB**

 

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

 

For the fiscal year ended December 31, 2007

 

o TRANSITION REPORT UNDER SECTION                    13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                     

For the transition period from ____________ to                    ________________

 

Commission File Number: 333-133427

 

**PLASMATECH, INC.**

(Name of small business issuer in its charter)

 

**                                    Nevada**                                                                                                             **56-2474226**

|   | (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|--------|-----------------------------------------------------------------|--------|--------------------------------------|

 

**2764 Lake Sahara Drive, Suite 111**

**Las Vegas, Nevada 89117**

(Address of principal executive offices)

 

**(702) 851-1330**

(Issuer’s telephone number)

 

Securities registered under Section 12(b) of the Exchange                    Act:None

 

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

|   | (Title of Class) |
|--------|------------------|

 

Check whether the issuer (1) filed all reports required to be                    filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12                    months (or for such shorter period that the registrant was required to file                    such reports), and (2) has been subject to such filing requirements for the                    past 90                    days.         YesXNo

 

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

 

Indicate by check mark whether the registrant is a shell company                    (as defined in Rule 12b-2 of the Exchange Act).

YesXNo

 

State issuer’s revenues for its most recent fiscal                    year:Nil

 

State the aggregate market value of the voting and non-voting                    common equity held by non-affiliates computed by reference to the price at                    which the common equity was sold, or the average bid and asked price of such                    common equity, as of a specified date within the past 60 days. (See definition                    of affiliate in Rule 12b-2 of the Exchange Act.)

The most recent sales of the Company’s common shares on                    March 11, 2008 were $4.10 on the OCTBB with an aggregate value of                    $115,680,000.

 

State the number of shares outstanding of each of the                    issuer’s classes of common equity, as of the latest practicable                    date.

As of the fiscal year ended December 31, 2007, the Company had                    70,920,000 shares of common shares, $0.001 par value, issued and                    outstanding.
| Transitional Small Business Disclosure Format                                    (Check One): Yes | NoX |
|---------------------------------------------------------------------------------------------------|-----|

----

| **TABLE OF CONTENTS** | **PAGE** |
|-----------------------|----------|

 

 

| PART I    |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Item 1.   | Description of Business                                                                     |                                                                                                                                                               3 |
| Item 2.   | Description of Property                                                                     | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Item 3.   | Legal Proceedings                                                                           | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Item 4.   | Submission of Matters to a Vote of Security                                Holders          | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| PART II   |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Item 5.   | Market for Common Equity and Related Stockholder                                Matters     |  4                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Item 6.   | Management's Discussion and Analysis or Plan of                                Operation    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Item 7.   | Financial Statements                                                                        |                                                                     6                                                                                                                                                                                                                             |
|      | Report of Independent Registered Public Accounting                                Firm      | 8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      | Balance Sheets                                                                              | 9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      | Statements of Operations                                                                    | 10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      | Statement of Stockholders' Equity                                                           | 11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      | Statements of Cash Flows                                                                    | 12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      | Notes to Financial Statements                                                               | 13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 8.   | Changes In and Disagreements With Accountants                                on             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Accounting and Financial Disclosures                                                        | 15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 8A.  | Controls and Procedures                                                                     | 15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| PART III. |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Item 9.   | Directors, Executive Officers, Promoters and Control                                Persons | 16                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 10.  | Executive Compensation                                                                      | 17                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 11.  | Security Ownership of Certain Beneficial Owners                                and          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Management andRelated Stockholder Matters                                                   | 18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 12.  | Certain Relationships and Related                                Transaction                | 18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 13.  | Exhibits                                                                                    | 18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Item 14.  | Principal Accountant Fees and Services                                                      | 19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Signatures                                                                                  | 19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

 

-2-

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**FORWARD LOOKING STATEMENTS**

 

Statements made in this Form 10-KSB that are not historical or                    current facts are “forward-looking statements” made pursuant to the                    safe harbor provisions of Section 27A of the Securities Act of 1933 (the                    “Act”) and Section 21E of the Securities Exchange Act of 1934.                    These statements often can be identified by the use of terms such as                    “may,” “will,” “expect,”                    “believe,” “anticipate,” “estimate,”                    “approximate” or “continue,” or the negative thereof.                    We intend that such forward-looking statements be subject to the safe harbors                    for such statements. We wish to caution readers not to place undue reliance on                    any such forward-looking statements, which speak only as of the date made. Any                    forward-looking statements represent management's best judgment as to what may                    occur in the future. However, forward-looking statements are subject to risks,                    uncertainties and important factors beyond our control that could cause actual                    results and events to differ materially from historical results of operations                    and events and those presently anticipated or projected. We disclaim any                    obligation subsequently to revise any forward-looking statements to reflect                    events or circumstances after the date of such statement or to reflect the                    occurrence of anticipated or unanticipated events.

 

| **Available Information** |
|---------------------------|

 

PlasmaTech, Inc. files annual, quarterly, current reports, proxy                    statements, and other information with the Securities and Exchange Commission                    (the “Commission”). You may read and copy documents referred to in                    this Annual Report on Form 10-KSB that have been filed with the Commission at                    the Commission’s Public Reference Room, 450 Fifth Street, N.W.,                    Washington, D.C. You may obtain information on the operation of the Public                    Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain                    copies of our Commission filings by going to the Commission’s website at                    http://www.sec.gov

 

**PART I**

 

Please note that throughout this Annual Report, and unless                    otherwise noted, the words “we”, “our”                    “us”, the “Company”, or “PlasmaTech”, refer                    to PlasmaTech, Inc.

 

| **Item 1.** | **Description of Business.** |
|-------------|------------------------------|

 

Business Development: PlasmaTech,                    Inc. is a development stage company, organized on July 14, 2004, in the State                    of Nevada, to enter into the design and sale of illuminated signboard products                    using a plasma lighting technology produced in China under a patented                    manufacturing process.

 

Since inception, we have not been involved in any bankruptcy,                    receivership or similar proceeding nor has we been engaged in any material                    reclassification, merger, consolidation or purchase or sale of any of our                    assets not in the ordinary course of business.

 

One of the Company’s principal businesses is the design                    and marketing of illuminated signboards using plasma lighting technology.                    Plasma lighting technology enables the reproduction of brightly illuminated,                    photo-quality images onto thin plastic. Plasma light has the capability of                    competing in many markets currently dominated by incandescent, fluorescent and                    neon lighting. We intend to secure the exclusive North American and South                    American marketing rights for this plasma lighting technology from the agent                    representing the Chinese patent holder of the manufacturing process.

 

The Company’s Plasma products will compete with                    traditional signboard lighting products. Our plasma products provide bright                    light applications while consuming only a fraction of the energy required by                    conventional light sources. The patented process used to manufacture our plasma                    products creates a plastic that is thinner than a credit card but, when                    powered, illuminates to a brilliance that is two and a half times brighter than                    neon lights. We will initially market this technology to the trade show                    industry and focus on signage applications in industrial trade show exhibits                    and displays such as illuminated banners and wall displays. Future applications                    may include general promotional products and safety products.

 

-3-

----

 

On January 25, 2008 the Company announced the development of an                    additional website being NetSaversDirect.com an internet-based money saving                    system designed to provide substantial annual savings on items which an average                    family consumes on a recurring basis in their regular lifestyle. The Company                    intends to make this system available to corporations, organizations, and other                    affiliate groups such as churches, schools and unions. These groups will be                    able to offer their employees or members an authentic benefit through                    NetSaversDirect.com which will deliver substantial value at an affordable                    price.

NetSaversDirect.com savings will initially be available on                    everyday purchases including groceries, entertainment tickets and                    dining.

 

The Company is operated by its officers and directors and does                    not have any employees.

 

| **Item 2.** | **Description of Property.** |
|-------------|------------------------------|

 

The Company’s principle address is Suite 111, 2764 Lake                    Sahara Drive, Las Vegas, Nevada, 89117. We rent shared office space. This                    property arrangement satisfies our current needs and will be adequate up to the                    point that the Company begins operations. At that point, we may be required to                    rent or lease commercial property that is capable of providing adequate storage                    and office space. We anticipate rent on a per month basis for adequate                    commercial space will cost the Company approximately $1,500. This estimate is                    based upon local commercial spaces with approximately 2,000 - 3,000 square feet                    of storage capability and 500 to 1,000 square feet of office space. However, we                    plan to continue to utilize the current premises until that space is no longer                    adequate. Currently, commercial property has not been secured by the Company                    and there can be no assurance that adequate space will be found when needed or                    if adequate space can be found at the price we have estimated.

 

| **Item 3.** | **Legal Proceedings.** |
|-------------|------------------------|

 

The Company is not a party to any pending legal proceedings and                    no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner                    of record or beneficial owner of more than 5.0% of the securities of the                    Company, or any associate of any such director, officer or security holder is a                    party adverse to the Company or has a material interest adverse to the Company                    in reference to pending litigation.

 

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

 

On February 1, 2008 by consent of the majority of the                    Company’s outstanding shares a resolution was passed to increase the                    Company’s authorized shares from 75,000,000 to 200,000. The Company also                    amended its articles of incorporation to eliminate preemptive rights of holders                    of common stock.

 

**PART II**

 

| **Item 5.** | **Market for Common Equity and Related                                    Stockholder Matters.** |
|-------------|--------------------------------------------------------------------------------------------------|

 

Currently, the Company’s common shares are listed on the                    Over the Counter Bulletin Board Market OTCBB

 

As of the fiscal year ended December 31, 2007, the Company had                    thirty-six (36) active shareholders of record. The Company has not paid cash                    dividends and has no outstanding options.

 

| **Item 6.** | **Management’s Discussion, Financial                                    Condition or Plan of Operation.** |
|-------------|-----------------------------------------------------------------------------------------------------------------|

 

**Plan of Operation**

 

The Company has not yet generated any revenue from its                    operations. As of the fiscal year ended December 31, 2007, the Company had $853                    of cash. We anticipate that our current cash holdings and cash generated from                    operations will not be sufficient to satisfy our liquidity requirements over                    the next 12 months and we will seek to

 

-4-

----

 

obtain additional funds. We will require working capital to                    support our marketing campaigns. We anticipate raising additional capital                    through the sale of our common stock, debt securities or will seek alternative                    sources of financing.

 

If we are unable to obtain this additional financing, we may be                    required to reduce the scope of our planned sales and marketing efforts, which                    could harm the Company’s financial condition and operating results. In                    addition, we may require additional funds in order to fund a more rapid                    expansion, to develop new or enhanced services or products or invest in                    complementary businesses, technologies, services or products. This additional                    funding may not be available on favorable terms, if at all.

 

There can be no assurance that we will be successful in raising                    additional equity financing, and, thus, be able to satisfy the future cash                    requirements, which primarily consist of working capital directed towards the                    development of the website and marketing campaigns, as well as legal and                    accounting fees. The Company depends upon capital to be derived from future                    financing activities such as subsequent offerings of our shares. Management                    believes that if subsequent private placements are successful, the Company will                    be able to generate revenue from sales of the products and achieve liquidity                    within the following twelve to fourteen months thereof. However, investors                    should be aware that this is based upon speculation and there can be no                    assurance that we will ever be able reach a level of profitability.

 

During the fiscal year ended December 31, 2007, the Company was                    primarily focused demonstrating its Plasma Technology to potential reseller and                    users. We also on June 12, 2007 received permission to have our common stock                    quoted on the Over the Counter Bulletin Board OTCBB.

 

As of fiscal year ended December 31, 2007, the Company has not                    received any orders for its product.

 

We intend to proceed with securing exclusive marketing rights                    for our plasma products for North and South America. We estimate that these                    rights will require a one time fee of approximately $10,000 and will require                    minimal annual sales quotas.

 

We intend to continue to demonstrate our Plasma sign technology                    to possible customer and resellers and we anticipate we will spend                    approximately $10,000 in direct sales efforts.

 

The Company will also continue to develop its NetSaversDirect                    web site, we anticipate we will have to spend an additional $30,000 dollars on                    software consulting prior to commercial launch.

 

Once we obtain commercial launch of our NetSaversDirect web site                    we will begin marketing campaigns including banner exchanges, search engine                    optimization, and traditional banner advertising. We anticipate the initial                    cost to launch an advertising campaign for NetSaversDirect to be approximately                    $25,000 dollars.

 

The Company does not expect the purchase or sale of any                    significant equipment and has no current material commitments, nor has it                    generated any revenue since its inception.

 

We have no current plans, preliminary or otherwise, to merge                    with any other entity.

 

As the Company expands its business, it will likely incur                    losses. We plan on funding these losses through revenues generated through our                    marketing activities. If we are unable to satisfy our capital requirements                    through our revenue production or if we are unable to raise additional capital                    through the sale of our common shares, we may have to borrow funds in order to                    sustain our business. There can be no assurance or guarantee given that we will                    be able to borrow funds because we are a new business and the future success of                    the Company is highly speculative.

 

**Off Balance Sheet Arrangement**

 

As of the date of this Form 10-KSB, the current funds available                    to the Company will not be sufficient to continue maintaining a reporting                    status. The cost to maintain the reporting status of the Company for the next                    twelve months has been estimated at $15,000. Our officers and directors have                    indicated to us that he may be willing to provide the funds required to                    maintain the reporting status in the form of a non-secured loan for the next                    twelve

-5-

----

 

months as the expenses are incurred, if no other proceeds are                    obtained by the Company. However, there is no contract in place or written                    agreement securing this agreement.

 

On March 3, 2008 one of the Company’s directors provided                    the Company with 15,000 dollars in the form of a non-secured non interesting                    bearing loan with no repayment terms.

 

Other than the above described situation, the Company does not                    have any off-balance sheet arrangements that have or are reasonably likely to                    have a current or future effect on our financial condition, changes in                    financial condition, revenues or expenses, results of operations, liquidity,                    capital expenditures or capital resources that are material to investors. The                    term “off-balance sheet arrangement” generally means any                    transaction, agreement or other contractual arrangement to which an entity                    unconsolidated with the Company is a party, under which the Company has (i) any                    obligation arising under a guarantee contract, derivative instrument or                    variable interest; or (ii) a retained or contingent interest in assets                    transferred to such entity or similar arrangement that serves as credit,                    liquidity or market risk support for such assets.

 

| **Item 7.** | **Financial Statements.** |
|-------------|---------------------------|

 

 

 

 

 

 

 

 

 

 

 

-6-

----

 

**PlasmaTech, Inc.**

**(A Development Stage Company)**

 

**FINANCIAL STATEMENTS**

 

**DECEMBER 31, 2007**

 

 

 

 

 

 

 

 

 

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING                    FIRM**

 

**BALANCE SHEETS**

 

**STATEMENTS OF OPERATIONS**

 

**STATEMENT OF STOCKHOLDERS’ DEFICIT**

 

**STATEMENTS OF CASH FLOWS**

 

**NOTES TO FINANCIAL STATEMENTS**

 

-7-

----

 

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING                    FIRM**

 

To the Stockholders and Board of Directors of PlasmaTech, Inc.                    (a development stage company)

 

We have audited the accompanying balance sheets of PlasmaTech,                    Inc. (a development stage company) as of December 31, 2007 and 2006 and the                    statements of operations, stockholders’ deficit and cash flows for the                    years then ended and for the period from July 14, 2004 (inception) through                    December 31, 2007. These financial statements are the responsibility of the                    Company's management. Our responsibility is to express an opinion on these                    financial statements based on our 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 an audit to obtain reasonable assurance                    whether the financial statements are free of material misstatement. The Company                    is not required to have, nor were we engaged to perform, an audit of its                    internal control over financial reporting. Our audit included consideration of                    internal control over financial reporting as a basis for designing audit                    procedures that are appropriate in the circumstances, but not for the purpose                    of expressing an opinion on the effectiveness of the Company’s internal                    control over financial reporting. Accordingly, we express no such opinion. An                    audit also 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, these financial statements present fairly, in                    all material respects, the financial position of PlasmaTech, Inc. as of                    September 30, 2007 and 2006 and the results of its operations and its cash                    flows for the years then ended and for the period from July 14, 2004                    (inception) through December 31, 2007 in accordance with accounting principles                    generally accepted in the United States of America.

 

The accompanying financial statements have been prepared                    assuming that the Company will continue as a going concern. As discussed in                    Note 1 to the financial statements, the Company has incurred losses in                    developing its business, and further losses are anticipated and requires                    additional funds to meet its obligations and the costs of its operations. These                    factors raise substantial doubt about the Company’s ability to continue                    as a going concern. Management’s plans in this regard are described in                    Note 1. The financial statements do not include any adjustments that might                    result from the outcome of this uncertainty.

 

 

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

 

Vancouver, Canada

March 18, 2008

 

-8-

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**PLASMATECH, INC.**

**(A Development Stage Company)**

 

**BALANCE SHEETS**

 

 

 

|                                                                                           | December 31,

2007                                                                                                                                               | December 31, 2006                                                                                                                                      |
|------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
| **ASSETS**                                                                                     |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
| **CURRENT ASSETS**                                                                             |                                                                                                                                                             |                                                                                                                                                   |
| Cash                                                                                           | $                                                        853 | $                17,133                                           |
| Prepaid expenses                                                                               | 373                                                                                                                                                              | 604                                                                                                                                               |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           | $                                                     1,226                 | $                                                   17,737             |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                    (DEFICIT)        |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
| **CURRENT LIABILITIES**                                                                        |                                                                                                                                                             |                                                                                                                                                   |
| Accounts payable and accrued                                    liabilities                    | $                                                     8,500                 | $                                                     8,243  |
| Due to related party (Note 4)                                                                  | 17,704                                                                                                                                                           | 2,704                                                                                                                                             |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           | 26,204                                                                                                                                                           | 10,947                                                                                                                                            |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
| **STOCKHOLDERS’ EQUITY                                    (DEFICIT)**                    |                                                                                                                                                             |                                                                                                                                                   |
| Capital stock (Note 3)                                                                         |                                                                                                                                                             |                                                                                                                                                   |
| Authorized                                                                                     |                                                                                                                                                             |                                                                                                                                                   |
| 75,000,000 shares of common stock, $0.001 par                                    value,        |                                                                                                                                                             |                                                                                                                                                   |
| Issued and outstanding                                                                         |                                                                                                                                                             |                                                                                                                                                   |
| 70,920,000 shares of common stock (2006 –                                    70,920,000) | 70,920                                                                                                                                                      | 11,820                                                                                                                                            |
| Additional paid-in capital                                                                     | 580                                                                                                                                                         | 59,680                                                                                                                                            |
| Deficit accumulated during the development                                    stage            | (96,478)                                                                                                                                                         | (64,710)                                                                                                                                               |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           | (24,978)                                                                                                                                                         | 6,790                                                                                                                                             |
|                                                                                           |                                                                                                                                                             |                                                                                                                                                   |
|                                                                                           | $                                                   1,226                        | $                17,737                                           |

 

 

 

 

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

 

-9-

----

 

 

**PLASMATECH, INC.**

**(A Development Stage Company)**

 

**STATEMENTS OF OPERATIONS**

 

 

|               |  

                                     

                                     

                                     

                                     

                                     

Year ended

December 31,

2007 |  

                                     

                                     

                                     

                                     

                                     

Year ended

December 31, 2006 |  

                                     

Cumulative results of operations from July 14,                                    2004 (inception) to December 31, 2007 |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                              |                                                                                                                                                                        |
| **EXPENSES**       |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                              |                                                                                                                                                                        |
|               |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                              |                                                                                                                                                                        |
| Office and general | $ 6,147                                                                                                                                                                                                                                                       | $ 8,251                                                                                                                                                                                                                                                      | $ 16,913                                                                                                                                                               |
| Consulting fees    | 1,000                                                                                                                                                                                                                                                         | 28,700                                                                                                                                                                                                                                                       | 29,700                                                                                                                                                                 |
| Professional fees  | 24,621                                                                                                                                                                                                                                                        | 17,860                                                                                                                                                                                                                                                       | 49,865                                                                                                                                                                 |
|               |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                              |                                                                                                                                                                        |
| **NET LOSS**       | $ (31,768)                                                                                                                                                                                                                                                         | $ (54,811)                                                                                                                                                                                                                                                        | $ (96,478)                                                                                                                                                                  |

 

|                                                                                                              |                 |               |
|-------------------------------------------------------------------------------------------------------------------|----------------------|--------------------|
| BASIC AND DILUTED NET LOSS PER SHARE                                                                              | $ (0.00)   | $ ( 0.00)     |
|                                                                                                              |                 |               |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                    OUTSTANDING – BASIC AND DILUTED | 70,920,000           |  

62,851,068 |

 

 

 

 

 

 

 

 

 

 

 

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

 

-10-

 

----

**PLASMATECH, INC.**

**(A Development Stage Company)**

 

**STATEMENT OF STOCKHOLDERS’ DEFICIT**

 

**FROM JULY 14, 2004 (INCEPTION) TO DECEMBER 31,                    2007**

 

 

|  

                                                                                                                 |  

                                     

                                                     Common                                    Stock | Additional Paid-in Capital                                 |  

                                     

Share Subscription Receivable | Deficit Accumulated During the Development                                    Stage | Total                                                 |
|-------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|-------------------------------------------------------|
| Number of shares                                                                                                              | Amount                                                                                                                                                                                                                                   |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Balance, July 14, 2004                                                                                                        | -                                                                                                                                                                                                                                        | $ -                                                        | $ -                                                                               | $ -                                                                                 | $ -                                                   | $ - |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Net loss                                                                                                                      | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | -                                                                                   | (1,949)                                               | (1,949) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Balance, December 31, 2004                                                                                                    | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | -                                                                                   | ( 1,949)                                              | (1,949) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Common stock issued for cash at $0.001 per share                                    – September 15, 2005 (pre-dividend) |  

7,000,000                                                                                                                                                                                                                        |  

7,000                                              |  

-                                                                         |  

-                                                                           |  

-                                             |  

7,000 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Common stock issued for cash at $0.005 per share                                    - September 23, 2005 (pre-dividend)       |  

2,800,000                                                                                                                                                                                                                        |  

2,800                                              |  

11,200                                                                    |  

-                                                                           |  

-                                             |  

14,000 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Share subscription receivable                                                                                                 | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | (7,000)                                                                             | -                                                     | (7,000) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Net loss                                                                                                                      | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | -                                                                                   | (7,950)                                               | (7,950) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Balance, December 31, 2005                                                                                                    | 9,800,000                                                                                                                                                                                                                                | 9,800                                                      | 11,200                                                                            | (7,000)                                                                             | (9,899)                                               | 4,101 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Share subscription receivable                                                                                                 | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | 7,000                                                                               | -                                                     | 7,000 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Common stock issued for cash at $0.025 per share                                    – September 1, 2006 (pre-dividend)  |  

2,020,000                                                                                                                                                                                                                        |  

2,020                                              |  

48,480                                                                    |  

-                                                                           |  

-                                             |  

50,500 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Net loss                                                                                                                      | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | -                                                                                   | (54,811)                                              | (54,811) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Balance, December 31, 2006                                                                                                    | 11,820,000                                                                                                                                                                                                                               | 11,820                                                     | 59,680                                                                            | -                                                                                   | (64,710)                                              | 6,790 |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Stock dividend issued 5 new shares for each                                    outstanding share – September 17, 2007   |  

                                     

59,100,000                                                                                                                                                                           |  

                                     

59,100 |  

                                     

(59,100)                      |  

                                     

-                               |  

                                     

- |  

                                     

- |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Net loss                                                                                                                      | -                                                                                                                                                                                                                                        | -                                                          | -                                                                                 | -                                                                                   | (31,768)                                              | (31,768) |
|                                                                                                                          |                                                                                                                                                                                                                                     |                                                       |                                                                              |                                                                                |                                                  |   |
| Balance, December 31, 2007                                                                                                    | 70,920,000                                                                                                                                                                                                                               | $ 70,920                                                   | $ 580                                                                             | $ -                                                                                 | $ (96,478)                                            | $ (24,978) |

 

 

 

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

 

-11

----

**PLASMATECH, INC.**

**(A Development Stage Company)**

 

**STATEMENTS OF CASH FLOWS**

 

 

|  

                                                                  | Year ended, December 31,

2007                                                                                                     | Year ended,

December 31, 2006                                                                                            | Cumulative results of operations from July 14,                                    2004 (inception) to December 31, 2007                        |
|--------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **CASH FLOWS FROM OPERATING                                    ACTIVITIES**    |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| Net loss                                                                       | $         (31,768)                                                                    | $                                              (54,811)                 | $                                              (96,478)                                      |
| Changes in operating assets and                                    liabilities |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| Accounts payable and accrued                                    liabilities    | 257                                                                                                                           | 1,051                                                                                                                | 8,500                                                                                                                                     |
| Prepaid expenses                                                               | 231                                                                                                                           | (604)                                                                                                                     | (373)                                                                                                                                          |
| Due to related party                                                           | 15,000                                                                                                                        | (200)                                                                                                                     | 17,704                                                                                                                                    |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **NET CASH USED IN OPERATING                                    ACTIVITIES**   | (16,280)                                                                                                                           | (54,564)                                                                                                                  | (70,647)                                                                                                                                       |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **CASH FLOWS FROM FINANCING                                    ACTIVITIES**    |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| Proceeds from issuance of common                                    shares     | -                                                                                                                             | 57,500                                                                                                               | 71,500                                                                                                                                    |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| NET CASH PROVIDED BY FINANCING                                    ACTIVITIES   | -                                                                                                                             | 57,500                                                                                                               | 71,500                                                                                                                                    |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **NET (DECREASE) INCREASE IN                                    CASH**         | (16,280)                                                                                                                           | 2,936                                                                                                                | 853                                                                                                                                       |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **CASH, BEGINNING**                                                            | 17,133                                                                                                                        | 14,197                                                                                                               | -                                                                                                                                         |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |
| **CASH, ENDING**                                                               | $                                                  853  | $                                                17,133  | $                                                    853  |
|                                                                           |                                                                                                                               |                                                                                                                      |                                                                                                                                           |

 

 

 

Supplemental cash flow information:

Cash paid for:

 

| Interest | $                                                  -       | $                    -    | $                                                       -    |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| Income taxes | $               -       | $                    -    | $                                                       -    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

 

 

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

 

-12-

----

**PLASMATECH, INC.**

**(A Development Stage Company)**

 

**NOTES TO THE FINANCIAL STATEMENTS**

 

| DECEMBER 31, 2007 |
|-------------------|

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF                    PRESENTATION

 

PlasmaTech, Inc. (the “Company”) is in the initial                    development stage and has incurred losses since inception totaling $96,478. The                    Company was incorporated on July 14, 2004 in the State of Nevada. The Company                    was organized to enter into the design and sale of illuminated signboard                    products. The Company intends to enter into the production of photo quality                    images on plastic that light up in a pre-programmed animated series, requiring                    minimal amounts of electricity. The Company’s initial market focus of                    this technology will be for trade show exhibit and installation designers                    within North and South America. To date the Company has had no business                    operations.

 

The ability of the Company to continue as a going concern is                    dependent on raising capital to fund its business plan and ultimately to attain                    profitable operations. Accordingly, these factors raise substantial doubt as to                    the Company’s ability to continue as a going concern. The Company is                    funding its initial operations by way of issuing Founders’ shares and                    entering into a private placement offering for up to 10,000,000 common shares                    at $0.005 per share.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING                    POLICIES

 

*Basis of Presentation*

These financial statements are presented in United States                    dollars and have been prepared in accordance with accounting principles                    generally accepted in the United States.

 

Use of Estimates

The preparation of financial statements in conformity with US                    GAAP requires management to make certain estimates and assumptions that affect                    the reported amounts and timing of revenues and expenses, the reported amounts                    and classification of assets and liabilities, and disclosure of contingent                    assets and liabilities. The Company’s actual results could vary                    materially from management’s estimates and assumptions. Significant areas                    requiring the use of management estimates relate to the determination expected                    tax rates for future income tax recoveries and determining the fair values of                    financial instruments.  

 

**Income Taxes**

The Company uses the asset and liability method of accounting                    for income taxes pursuant to SFAS No. 109 "Accounting for Income Taxes". Under                    this method, deferred income tax assets and liabilities are recognized for the                    future tax consequences attributable to temporary differences between the                    financial statements carrying amounts of existing assets and liabilities and                    their respective tax bases. Deferred tax assets and liabilities are measured                    using enacted tax rates expected to apply to taxable income in the years in                    which those temporary differences are expected to be recovered or                    settled.

 

The Company adopted the provisions of Financial Accounting                    Standards Board (“FASB”) Interpretation No. 48, “Accounting                    for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007.                    Previously, the Company had accounted for tax contingencies in accordance with                    SFAS No.5, Accounting for Contingencies. As required by Interpretation 48,                    which clarifies SFAS No. 109, Accounting for Income Taxes, the Company                    recognizes the financial statement benefit of a tax position only after                    determining that the relevant tax authority would make more likely than not                    sustain the position following an audit. For tax positions meeting this                    standard, the amount recognized in the financial statements is the largest                    benefit that has a greater than 50 percent likelihood of being realized upon                    ultimate settlement with the relevant tax authority. At the adoption date, the                    Company applied Interpretation 48 to all tax positions for which the statute of                    limitations remained open. The adoption of FIN 48 did not have a material                    impact in the financial statements during the year ended December 31,                    2007.

 

-13-

----

Net Loss per Share

The Company reports basic loss per share in accordance with SFAS                    No. 128, “Earnings per Share”. Basic loss per share is computed                    using the weighted average number of common shares outstanding during the year.                    Diluted earnings per share reflect the potential dilution that could occur if                    potentially dilutive securities were exercised or converted to common stock.                    The dilutive effect of options and warrants and their equivalent is computed by                    application of the treasury stock method and the effect of convertible                    securities by the “if converted” method. For the years presented,                    diluted loss per share is equal to basic loss per share as the effect of the                    computations are anti-dilutive.

 

**Financial Instruments**

The carrying value of the Company’s financial instruments,                    consisting of cash, accounts payable and accrued liabilities and due to related                    party approximates their fair value due to the short maturity of such                    instruments. Unless otherwise noted, it is management’s opinion that the                    Company is not exposed to significant interest, currency or credit risks                    arising from these financial instruments.

 

Stock-based Compensation

The Company has adopted SFAS No. 123(R), “Share-Based                    Payment,” which requires the compensation cost related to share-based                    payments, such as stock options and employee stock purchase plans, be                    recognized in the financial statements based on the grant-date fair value of                    the award. As at December 31, 2007 and 2006, the Company has not adopted a                    stock option plan and has not granted any stock options. Accordingly, no                    stock-based compensation has been recorded to date.

 

**Recent Accounting Pronouncements**

In December 2007, the FASB issued SFAS 141R,*Business Combinations*. SFAS 141R                    replaces SFAS 141. The statement retains the purchase method of accounting for                    acquisitions, but requires a number of changes, including changes in the way                    assets and liabilities are recognized in the purchase accounting. It changes                    the recognition of assets acquired and liabilities assumed arising from                    contingencies, requires the capitalization of in-process research and                    development at fair value, and requires the expensing of acquisition-related                    costs as incurred. The statement will apply prospectively to business                    combinations occurring in the Company’s fiscal year beginning January 1,                    2010. Management is evaluating the impact adopting SFAS 141R will have on the                    Company’s financial statements.

 

In December 2007, the FASB issued SFAS No. 160,                    “Non-controlling Interests in Consolidated Financial Statements”.                    This Statement amends ARB 51 to establish accounting and reporting standards                    for the non-controlling (minority) interest in a subsidiary and for the                    deconsolidation of a subsidiary. It clarifies that a non-controlling interest                    in a subsidiary is an ownership interest in the consolidated entity that should                    be reported as equity in the consolidated financial statements. The Company has                    not yet determined the impact, if any, that SFAS No. 160 will have on its                    financial statements. SFAS No. 160 is effective for the Company’s fiscal                    year beginning January 1, 2010.

 

***NOTE 3 – CAPITAL STOCK***

 

The Company’s authorized capitalization is 75,000,000                    common shares with a par value of $0.001 per share. No preferred shares have                    been authorized or issued.

 

On September 1, 2006, the Company issued 2,020,000 shares of                    common stock (pre-dividend issuance) at a price of $0.025 per share to a number                    of shareholders through a secondary private placement offering. The Company                    received $50,500 in proceeds from the sale of its stock.

 

On September 17, 2007 a majority of shareholders and directors                    of the Company approved a special resolution to declare a stock dividend of 5                    shares of the Company’s previously unissued common stock for each                    outstanding share whereby 59,1000,000 common shares were issued pro-rata to                    shareholders of the Company as of the record dated on September 17,                    2007.

 

All references in these financial statements to number of common                    shares, price per share and weighted average number of common shares                    outstanding prior to the stock dividend issuance have been adjusted to reflect                    the stock dividend on a retroactive basis, unless otherwise noted.

 

-14-

----

**NOTE 4 – RELATED PARTY TRANSACTIONS**

The Company has received advances from a director of the Company                    to pay for operating costs. The amounts due are unsecured, non-interest bearing                    and have no set terms of repayment. The amount outstanding as of December 31,                    2007 was $17,704 (December 31, 2006 - $2,704).

 

NOTE 5 – INCOME TAXES

 

As of December 31, 2007, the Company had net operating loss                    carry forwards of approximately $96,000 that may be available to reduce future                    years’ taxable income and will expire commencing in 2024. Availability of                    loss usage is subject to change of ownership limitations under Internal Revenue                    Code 382. Deferred tax benefits which may arise as a result of these losses                    have not been recognized in these financial statements, as their realization is                    determined not likely to occur and accordingly, the Company has recorded a full                    valuation allowance for the deferred tax asset relating to these tax loss                    carryforwards.

During the year 2007, the Company did not recognize any interest                    and penalties. Due to the potential offset of the Company’s operating                    loss carryforward for any future activity, the amount attributed to interest                    and penalties would be immaterial.

Internal Revenue Code Section 382 places a limitation (the                    “Section 382 Limitation”) on the amount of taxable income which can                    be offset by net operating loss carryforwards after a change in control                    (generally greater than a 50% change in ownership) of a loss corporation.                    Generally, after a control change, a loss corporation cannot deduct operating                    loss carryforwards in excess of the Section 382 Limitation. Due to these                    “change in ownership” provisions, utilization of the net operating                    loss and tax credit carryforwards may be subject to an annual limitation                    regarding their utilization against taxable income in future periods. The                    Company has not concluded its analysis of Section 382 through December 31,                    2007, but believes that these provisions will not limit the availability of                    losses to offset future income.

 

| **Item 8.** | **Changes In and Disagreements With Accountants                                    on Accounting and Financial                                    Disclosure**. |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

None.

 

| **Item                                    8a**.   | **Controls and Procedures** |
|-------------------------------------------------------------|-----------------------------|

 

The management of the Company is responsible for establishing                    and maintaining adequate internal control over financial reporting, as required                    by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control                    over financial reporting is a process designed under the supervision of the                    Company’s Chief Executive Officer and Chief Financial Officer to provide                    reasonable assurance regarding the reliability of financial reporting and the                    preparation of the Company’s financial statements for external purposes                    in accordance with U.S. generally accepted accounting principles.

 

As of December 31, 2007, management assessed the                    effectiveness of the Company’s internal control over financial reporting                    based on the criteria for effective internal control over financial reporting                    established in Internal Control—Integrated Framework issued by the                    Committee of Sponsoring Organizations of the Treadway Commission                    (“COSO”) and SEC guidance on conducting such assessments.                     Based on that evaluation, they concluded that, during the period covered                    by this report, such internal controls and procedures were not effective to                    detect the inappropriate application of US GAAP rules as more fully described                    below. This was due to deficiencies that existed in the design or operation of                    our internal control over financial reporting that adversely affected our                    internal controls and that may be considered to be material                    weaknesses.

 

The matters involving internal controls and procedures that the                    Company’s management considered to be material weaknesses under the                    standards of the Public Company Accounting Oversight Board were: (1) lack of a                    functioning audit committee and lack of a majority of outside directors on the                    Company's board of directors, resulting in ineffective oversight in the                    establishment and monitoring of required internal controls and procedures; (2)                    inadequate segregation of duties consistent with control objectives; (3)                    insufficient written policies and procedures for accounting and financial                    reporting with respect to the requirements and application of US GAAP and SEC                    disclosure requirements; and (4) ineffective controls over period end financial                    disclosure and reporting processes. The aforementioned material weaknesses were                    identified by the Company's Chief Financial Officer in connection with the                    audit of our financial statements as of December 31, 2007 and communicated the                    matters to our management.

 

-15-

 

----

 

Management believes that the material weaknesses set forth in                    items (2), (3) and (4) above did not have an affect on the Company's financial                    results. However, management believes that the lack of a functioning audit                    committee and lack of a majority of outside directors on the Company's board of                    directors, resulting in ineffective oversight in the establishment and                    monitoring of required internal controls and procedures can result in the                    Company's determination to its financial statements for the future                    years.

 

We are committed to improving our financial organization. As                    part of this commitment, we will create a position to  segregate duties                    consistent with control objectives and will increase our personnel resources                    and technical accounting expertise within the accounting function when funds                    are available to the Company: i) Appointing one or more outside directors to                    our board of directors who shall be appointed to the audit committee of the                    Company resulting in a fully functioning audit committee who will undertake the                    oversight in the establishment and monitoring of required internal controls and                    procedures; and ii) Preparing and implementing sufficient written policies and                    checklists which will set forth procedures for accounting and financial                    reporting with respect to the requirements and application of US GAAP and SEC                    disclosure requirements.

 

Management believes that the appointment of one or more outside                    directors, who shall be appointed to a fully functioning audit committee, will                    remedy the lack of a functioning audit committee and a lack of a majority of                    outside directors on the Company's Board. In addition, management believes that                    preparing and implementing sufficient written policies and checklists will                    remedy the following material weaknesses (i) insufficient written policies and                    procedures for accounting and financial reporting with respect to the                    requirements and application of US GAAP and SEC disclosure requirements; and                    (ii) ineffective controls over period end financial close and reporting                    processes. Further, management believes that the hiring of additional personnel                    who have the technical expertise and knowledge will result proper segregation                    of duties and provide more checks and balances within the department.                    Additional personnel will also provide the cross training needed to support the                    Company if personnel turn over issues within the department occur. This coupled                    with the appointment of additional outside directors will greatly decrease any                    control and procedure issues the company may encounter in the                    future.

 

We will continue to monitor and evaluate the effectiveness of                    our internal controls and procedures and our internal controls over financial                    reporting on an ongoing basis and are committed to taking further action and                    implementing additional enhancements or improvements, as necessary and as funds                    allow.

 

 

| **Item                                    8b.**   | Changes in Internal Controls |
|-------------------------------------------------------------|------------------------------|

 

There have been no changes in our internal control over                    financial reporting identified in connection with the evaluation required by                    paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred                    during the small business issuer's last fiscal quarter that has materially                    affected, or is reasonably likely to materially affect, our internal control                    over financial reporting.

Yours Truly,

**PART III**

 

| **Item 9.** | **Directors, Executive Officers, Promoters, and                                    Control Persons.** |
|-------------|-------------------------------------------------------------------------------------------------------|

 

**Identification of Directors and Executive                    Officers**

 

Our directors and executive officers, their ages and term served                    are as follows:

 

| Name | Age | Term Served | Title |
|------|-----|-------------|-------|

 

| David Saltrelli | 63 | Since March 7, 2008 | President, Secretary Treasurer, Principal                                    Executive Officer,

Principal Financial Officer and member of                                    the  Board of Directors |
|-----------------|----|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                     

| John McLane | 59 | Since September 5, 2007  |  Director |
|-------------|----|-------------------------------|----------------|

 

-16-

----

There are no other persons nominated or chosen to become                    directors or executive officers, nor do we have any employees other than above                    mentioned officers and directors.

 

Our directors hold office until the next annual meeting of                    shareholders and the election and qualification of their successors. Directors                    receive no compensation for serving on the board of directors other than                    reimbursement of reasonable expenses incurred in attending meetings. Officers                    are appointed by the board of directors and serve at the discretion of the                    board.

 

**Officer and Director                    Background**:

 

David A. Saltrelli**,**President, CEO, Director, Secretary/Treasurer

 

Mr. Saltrelli has been President, CEO, and Secretary/Treasurer                    since March 7, 2008. Since 2002, Mr. Saltrelli, age 59, has been the President                    of Fractional Marking & Consulting, a real estate and marking consulting                    firm located in Florida. In 1974, Mr. Saltrelli earned a B.S. Degree in                    Finance/Economics from St. John Fisher College. In 1976, he earned an MBA                    Degree from University of Rochester Graduate School of Management.

 

John R. McLane, Director

 

Mr. McLane has been a director of the Company since September 5,                    2008. Mr. McLane is currently the President and a principal of Mobius Asset                    Management, Inc., a Commodity Trading Advisor in Scottsdale, Arizona and                    Perfect Travel and Promotions, an Internet based on-line travel promotional                    company with thousands of clients nationwide. It is headquartered in Daytona                    Beach, Florida. Mr. McLane graduated from Xavier University in 1974 having                    earned a Batchelor of Arts degree in Political Science.

 

**Significant Employees**

 

The Company does not, at present, have any employees other than                    its current officers and directors. We have not entered into any employment                    agreements, as we currently do not have any employees other than the current                    officers and directors.

 

**Family Relations**

 

There are no family relationships among the directors and                    officers of the Company.

 

**Involvement in Legal Proceedings**

 

No executive officer or director of the Company has been                    convicted in any criminal proceeding (excluding traffic violations) or is the                    subject of a criminal proceeding that is currently pending.

 

No executive officer or director of the Company is the subject                    of any pending legal proceedings.

 

No executive officer or director of the Company is involved in                    any bankruptcy petition by or against any business in which they are a general                    partner or executive officer at this time or within two years of any                    involvement as a general partner, executive officer, or director of any                    business.

 

| **Item 10.** | **Executive Compensation.** |
|--------------|-----------------------------|

 

Our current executive officers and directors do not receive any                    compensation and have not received any restricted shares awards, options, or                    any other payouts. As such, we have not included a Summary Compensation                    Table.

 

There are no current employment agreements between the Company                    and our executive officer or directors. Our executive officer and directors                    have agreed to work without remuneration until such time as we receive                    sufficient revenues necessary to provide proper salaries to the officers and                    compensate the directors for participation. Our

 

-17-

----

 

 

executive officer and the board of directors have the                    responsibility to determine the timing of remuneration for key personnel based                    upon such factors as positive cash flow to include shares sales, product sales,                    estimated cash expenditures, accounts receivable, accounts payable, notes                    payable, and a cash balance of not less than $50,000 at each month end. When                    positive cash flow reaches $15,000 at each month end and appears sustainable,                    the board of directors will re-address compensation for key personnel and enact                    a plan at that time which will benefit the Company as a whole. At this time, we                    cannot accurately estimate when sufficient revenues will occur to implement                    this compensation, or the exact amount of compensation.

 

There are no annuity, pension or retirement benefits proposed to                    be paid to officers, directors or employees of the Company in the event of                    retirement at normal retirement date pursuant to any presently existing plan                    provided or contributed to by the Company.

 

| **Item 11.** | **Security Ownership of Certain Beneficial                                    Owners and Management Related Shareholder                                    Matters.** |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

The following table sets forth certain information with respect                    to the beneficial ownership of our common shares as it relates to our named                    directors and executive officers, and each person known to the Company to be                    the beneficial owner of more than five percent (5%) of said securities, and all                    of our directors and executive officers as a group:

 

| **Name and Position** | **Shares** | **Percent** | **  Security** |
|-----------------------|------------|-------------|---------------------|

Christopher J. Brough

| Affiliate | 42,000,000 | 59.2% |   Common |
|-----------|------------|-------|---------------|

John R McLane

| Director | 0 | 0 |
|----------|---|---|

David A. Saltrelli

| President & CEO | 0 | 0 |
|---------------------|---|---|

========================================================

Officers and Directors as

| a Group (1) | 0 | 0% | Common |
|-------------|---|----|--------|

 

 

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

 

Currently, there are no contemplated transactions that the                    Company may enter into with our officers, directors or affiliates. If any such                    transactions are contemplated, we will file such disclosure in a timely manner                    with the Commission on the proper form making such transaction available for                    the public to view.

 

The Company has no formal written employment agreement or other                    contracts with our current officers and there is no assurance that the services                    to be provided by them will be available for any specific length of time in the                    future The amounts of compensation and other terms of any full time employment                    arrangements would be determined, if and when, such arrangements become                    necessary.

 

| **Item 13.** | **Exhibits.** |
|--------------|---------------|

 

The following exhibits are incorporated into this Form 10-KSB                    Annual Report:

 

**Exhibit**

| **No.** | **Description** |
|---------|-----------------|

 

| 3.1 | Articles of Incorporation (1) |
|-----|-------------------------------|

 

| 3.2 | Bylaws of PlasmaTech, Inc. (2) |
|-----|--------------------------------|

 

| 31.1 | Certification of Chief Executive Officer                                    Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities                                    Exchange |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Act of 1934. |
|--------|--------------|

 

| 31.2 | Certification of Chief Financial Officer                                    Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities                                    Exchange

Act of 1934.* |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

-18-

----

 

| 32.1 | Certification of Chief Executive Officer Under                                    Section 1350 as Adopted Pursuant to Section 906 of the                                    Sarbanes- |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Oxley Act of 2002. |
|--------|--------------------|

 

| 32.2 | Certification of Chief Financial Officer Under                                    Section 1350 as Adopted Pursuant to Section 906 of the                                    Sarbanes- |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Oxley Act of 2002.** |
|--------|----------------------|

 

(1) Incorporated by reference from the Company’s Form SB-2                    filed with the Commission on April 20, 2006.

 

(2) Incorporated by reference from the Company’s Form SB-2                    filed with the Commission on April 20, 2006.

 

| * | Included in Exhibit 31.1 |
|---|--------------------------|

| ** | Included in Exhibit 32.1 |
|----|--------------------------|

 

| **Item 14.** | **Principal Accounting Fees and                                    Services.** |
|--------------|--------------------------------------------------------------------------------|

 

During the fiscal year ended December 31, 2007, we incurred                    approximately $11,000 in fees to our principal independent accountant for                    professional services rendered in connection with the audit of our financial                    statements for the fiscal year ended December 31, 2007 and for the review of                    our financial statements for the quarters ended March 31, 2007, June 30, 2007                    and September 30, 2007.

 

During the fiscal year ended December 31, 2007, we did not incur                    any other fees for professional services rendered by our principal independent                    accountant for all other non-audit services which may include, but not limited                    to, tax-related services, actuarial services or valuation services.

 

**Signatures**

 

In accordance with the requirements of the Exchange Act, the                    registrant caused this report to be signed on its behalf by the undersigned,                    thereunto duly authorized.

 

|   | **PlasmaTech, Inc.** |
|--------|----------------------|

 

| Dated: March 18, 2008 | By: | /s/ David A. Saltelli |
|-----------------------|-----|-----------------------|

|   |   |
|--------|--------|

|   | David A. Saltrelli |
|--------|--------------------|

|   | President, Secretary Treasury, Principal                                    Executive Officer and |
|--------|---------------------------------------------------------------------------------------------------|

|   | Principal Financial Officer and                                    Director |
|--------|-----------------------------------------------------------------------------|

 

-19-