**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-KSB**

**(Amendment No.            2)**

 

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

 

For            the fiscal year ended December 31, 2007

 

oTRANSITION 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                                                                 | 4        |
| Item 2.      | Description of Property                                                                 | 5        |
| Item 3.      | Legal Proceedings                                                                       | 5        |
| Item 4.      | Submission of Matters to a Vote by Security                            Holders          | 5        |
|         |                                                                                    |     |
| **PART II**  |                                                                                    |     |
| Item 5.      | Market for Common Equity and Related Stockholder                            Matters     | 5        |
| Item 6.      | Management's Discussion and Analysis or Plan of                            Operation    | 5        |
| Item 7.      | Financial Statements                                                                    |     |
|         | Balance Sheet                                                                           | 10       |
|         | Statements of Operations                                                                | 11       |
|         | Statements of Stockholders' Equity                                                      | 12       |
|         | Statements of Cash Flows                                                                | 13       |
| Item 8.      | Changes In and Disagreements With Accountants                            on             |     |
|         | Accounting and Financial Disclosure                                                     | 16       |
| Item 8A.     | Controls and Procedures                                                                 | 16       |
|         |                                                                                    |     |
| **PART III** |                                                                                    |     |
| Item 9.      | Directors, Executive Officers, Promoters and Control                            Persons | 18       |
| Item 10.     | Executive Compensation                                                                  | 19       |
| Item 11.     | Security Ownership of Certain Beneficial Owners                            and          |     |
|         | Management and Related Stockholder Matters                                              | 19       |
| Item 12.     | Certain Relationships and Related                            Transactions               | 19       |
| Item 13.     | Exhibits                                                                                | 20       |
| Item 14.     | Principal Accountant Fees and Services                                                  | 20       |
|         |                                                                                    |     |
| Signatures   |                                                                                    | 20       |
|         |                                                                                    |     |

 

 

 

 

 

-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

 

 

 

-3-

 

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**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.

 

 

-4-

 

 

----

 

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

 

-5-

----

 

 

 

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

 

-6-

 

 

----

 

 

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.** |
|-------------|---------------------------|

 

 

 

 

 

-7-

 

----

 

 

 

 

 

 

 

 

**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**

 

-8-

----

 

 

**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

 

 

-9-

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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.

 

-10-

 

----

 

**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.

 

-11-

 

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**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

 

 

-12-

 

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**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

 

 

-13-

----

 

 

**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.

 

-14-

 

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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.

 

 

-15-

 

 

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**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** |
|-----------------------------------------------------|-----------------------------|

 

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.

 

-16-

 

----

 

 

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            8a(T)

 

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

 

| **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.

 

-17-

 

----

 

**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 7, 2008 | Director |
|-------------|----|--------------------------------------|----------|

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.

 

-18-

 

----

 

 

| **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 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 |
|-------------|---------------------------------------------------------------------------|-----------------|--------|

David A. Saltrelli

 

 

| **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.

 

 

-19-

 

 

----

 

 

| **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.* |
|--------|---------------|

 

| 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: July 2, 2008 | By: | /s/ David A. Saltrelli |
|---------------------|-----|------------------------|

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

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

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

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

 

 

 

-20-