U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K/A





(Mark
One)





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


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2007





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


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-51835


_______________________________________________





Hillstream
Pharma Inc.


(Exact
name of registrant as specified in its charter)


______________________________________________








Delaware
            20-4142324----------------------------------------------
            --------------------------------------(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)270
      Presidential DriveWilmington,
      DE
            19807----------------------------------------------
            -------------------------------------(Address
      of principal executive offices)
            (zip
      code)





Registrant’s
telephone number, including area code:


(302)
743-2995





_____________________________________________





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





None.





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





Common
Stock, $0.0001 par value per share


-----------------------------------------


(Title of
Class)














Check
whether the issuer is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes  ̈  No x.





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





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





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):


Large accelerated filer     ̈
              Accelerated
      filer               
           ̈Non-accelerated
      filer        ̈
              Smaller
      reporting company  x(Do
      not check if a smaller reporting company)





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





As of
March 5, 2008, there were 2,500,000 shares of common stock, par value $.0001 per
share, outstanding, none of which were held by non-affiliates.








DOCUMENTS
INCORPORATED BY REFERENCE:





None





FORWARD-LOOKING
STATEMENTS





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





EXPLANATORY
NOTE





The purpose of this Amendment No. 1 to
the Annual Report on Form 10-K is to include certain information regarding
changes in  internal control over financial reporting under Item 9A
(respective Item 8A on Form 10-KSB of the Original Filing, as defined below),
amend certain information to conform to SEC requirements in Exhibit 31.1,
provide omitted information regarding the disclosure of changes in internal
control over financial reporting under Exhibit 31.1, Section 4 (d), and to
provide a separate Section 302 certification signed by our principal financial
officer, which was not included in the original Form 10-KSB filed on March 6,
2008 (the "Original Filing").







Pursuant
to SEC Release 33-8876, effective February 4, 2008, the Company is required to
file its future amendments to Form 10-KSB on Form 10-K/A rather than Form
10-KSB/A. In addition, in accordance with Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment amends and
restates in its entirety Item 8A of the Original Filing (respective Item 9A of
this Amendment) and contains new certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. This Amendment contains only the sections of and
exhibits to the Original Filing which are being amended and restated, and those
unaffected parts or exhibits are not included herein. This Amendment continues
to speak as of the date of the Original Filing and the Company has not updated
the disclosure contained herein to reflect events that have occurred since the
date of the Original Filing. Accordingly, this Amendment should be read in
conjunction with the Company's other filings, if any, made with the United
States Securities and Exchange Commission subsequent to the date of the Original
Filing, including any amendments to those filings, if any.







PART
II





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures.


--------------------------------------------------------------


We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





The
Company inadvertently omitted management’s assessment of the Company’s
disclosure controls and procedures over financial reporting in the Original
Filing.  As a result, as of the date of this Amendment, management has
concluded that the Company’s design and operation of its disclosure controls and
procedures were ineffective as of December 31, 2007. Management has subsequently
implemented a control, under the supervision of our principal executive officer
and our principal financial officer, to ensure that management’s assessment of
the Company’s design and operation of its disclosure controls and procedures are
properly included in future filings.





Evaluation
of Internal Controls and Procedures.


--------------------------------------------------------------


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  The Company’s internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.








Our
internal control over financial reporting includes those policies and procedures
that:


·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2007.  In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control over Financial
Reporting – Guidance for Smaller Public Companies.  Based on
our assessment of those criteria, management believes that the Company
maintained effective internal control over financial reporting as of December
31, 2007.





Changes
in Internal Controls.


----------------------------------------


There
have been no changes in our internal controls over financial reporting during
the last fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting. This annual
report does not include an attestation report of the company's registered public
accounting firm due to a transition period established by rules of the SEC for
smaller reporting entities.





Part
IV





Item
15. Exhibits, Financial Statement Schedules





Index to
Exhibits





Exhibit
              Description-------
              -----------*3.1
              Certificate
      of Incorporation*3.2
              By-laws31.1
              Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-KSB for the year ended December 31,
  2007.31.2
              Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-KSB for the year ended December 31,
  2007.32.1
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.





*
            Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on March 7, 2006, and
      incorporated herein by this
reference.

















SIGNATURES





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








HILLSTREAM
      PHARMA INC.Dated:
      January 12, 2009
              By:
              /s/ Randy MilbyRandy
      MilbyPresident,
      Secretary and Sole DirectorPrincipal
      Executive OfficerPrincipal
      Financial Officer