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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**xANNUAL
      REPORT PURSUANT
      TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**oTRANSITION
      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
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





270
                Presidential Drive
              Wilmington,
                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 not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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





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




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




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





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.





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




**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**




**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of 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.







**PART
        I**
 
 **Item
        1. Description of Business.**
 
 **Introduction**
 
 Hillstream
        Pharma Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was
        incorporated in the State of Delaware on January 3, 2006 and maintains its
        principal executive offices at 270 Presidential Drive, Wilmington, DE 19807.
        Since inception, the Company has been engaged in organizational efforts and
        obtaining initial financing. The Company was formed as a vehicle to pursue
        a
        business combination through the acquisition of, or merger with, an operating
        business. The Company filed a registration statement on Form 10-SB with the
        U.S.
        Securities and Exchange Commission (the “SEC”) on March 7, 2006, and since its
        effectiveness, the Company has focused its efforts to identify a possible
        business combination.
 
 The
        Company, based on proposed business activities, is a “blank check” company. The
        SEC defines those companies as "any development stage company that is issuing
        a
        penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
        Act of 1934, as amended (the “Exchange Act”), and that has no specific business
        plan or purpose, or has indicated that its business plan is to merge with
        an
        unidentified company or companies." Many states have enacted statutes, rules
        and
        regulations limiting the sale of securities of "blank check" companies in
        their
        respective jurisdictions. The Company is also a “shell company,” defined in Rule
        12b-2 under the Exchange Act as a company with no or nominal assets (other
        than
        cash) and no or nominal operations. Management does not intend to undertake
        any
        efforts to cause a market to develop in our securities, either debt or equity,
        until we have successfully concluded a business combination. The Company
        intends
        to comply with the periodic reporting requirements of the Exchange Act for
        so
        long as we are subject to those requirements.
 
 The
        Company was organized as a vehicle to investigate and, if such investigation
        warrants, acquire a target company or business seeking the perceived advantages
        of being a publicly held corporation. The Company’s principal business objective
        for the next 12 months and beyond such time will be to achieve long-term
        growth
        potential through a combination with an operating business. The Company will
        not
        restrict its potential candidate target companies to any specific business,
        industry or geographical location and, thus, may acquire any type of
        business.
 
 **Competition**
 
 The
        Company faces vast competition from other shell companies with the same
        objectives. The Company is in a highly competitive market for a small number
        of
        business opportunities which could reduce the likelihood of consummating
        a
        successful business combination. A large number of established and well-financed
        entities, including small public companies and venture capital firms, are
        active
        in mergers and acquisitions of companies that may be desirable target candidates
        for us. Nearly all these entities have significantly greater financial
        resources, technical expertise and managerial capabilities than we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
 
 **Employees**
 
 We
        have
        no employees other than our management who devotes only a limited amount
        of time
        to our business.
 
 3
  **Risk
        Factors**
  **You
        should carefully review and consider the following risks as well as all other
        information contained in this Annual Report on Form 10-KSB, including our
        financial statements and the notes to those statements. The following risks
        and
        uncertainties are not the only ones facing us. Additional risks and
        uncertainties of which we are currently unaware or which we believe are not
        material also could materially adversely affect our business, financial
        condition, results of operations, or cash flows. To the extent any of the
        information contained in this annual report constitutes forward-looking
        information, the risk factors set forth below are cautionary statements
        identifying important factors that could cause our actual results
        for various financial reporting periods to differ materially from those
        expressed in any forward-looking statements made by or on our behalf and
        could
        materially adversely effect our financial condition, results of operations
        or
        cash flows.**
 
 ***There
        may be conflicts of interest between our management and our non-management
        stockholders.***
 
 Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of the stockholders of the Company.  A conflict
        of interest may arise between our management's personal pecuniary interest
        and
        its fiduciary duty to our stockholders.
 
 ***We
        have a limited operating history.***
 
 We
        have a
        limited operating history and no revenues or earnings from operations since
        inception, and there is a risk that we will be unable to continue as a going
        concern and consummate a business combination. We have no significant assets
        or
        financial resources. We will, in all likelihood, sustain operating expenses
        without corresponding revenues, at least until the consummation of a merger
        or
        other business combination with a private company. This may result in our
        incurring a net operating loss that will increase unless we consummate a
        business combination with a profitable business. We cannot assure you that
        we
        can identify a suitable business opportunity and consummate a business
        combination, or that any such business will be profitable at the time of
        its
        acquisition by us or ever.
 
 ***We
        have incurred and may continue to incur losses.***
 
 Since
        inception (January 3, 2006) through December 31, 2007, we have incurred a
        net
        loss of $(95,355).  We
        expect
        that we will incur losses at least until we complete a merger or other business
        combination with an operating business and perhaps after such a combination
        as
        well. There can be no assurance that we will complete a merger or other business
        combination with an operating business or that we will ever be profitable.
 
 ***We
        face a number of risks associated with potential
        acquisitions.***
 
 We
        intend
        to use reasonable efforts to complete a merger or other business combination
        with an operating business. Such combination will be accompanied by risks
        commonly encountered in acquisitions, including, but not limited to,
        difficulties in integrating the operations, technologies, products and personnel
        of the acquired companies and insufficient revenues to offset increased expenses
        associated with acquisitions. Failure to manage and successfully integrate
        acquisitions we make could harm our business, our strategy and our operating
        results in a material way.
  ***There
        is competition for those private companies suitable for a merger transaction
        of
        the type contemplated by management.***
 
 The
        Company is in a highly competitive market for a small number of business
        opportunities which could reduce the likelihood of consummating a successful
        business combination. We are, and will continue to be, an insignificant
        participant in the business of seeking mergers with, joint ventures with
        and
        acquisitions of small private and public entities. A large number of established
        and well-financed entities, including small public companies and venture
        capital
        firms, are active in mergers and acquisitions of companies that may be desirable
        target candidates for us. Nearly all these entities have significantly greater
        financial resources, technical expertise and managerial capabilities than
        we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
  4
  ***Future
        success is highly dependent on the ability of management to locate and attract
        a
        suitable acquisition.***
 
 The
        nature of our operations is highly speculative, and there is a consequent
        risk
        of loss of your investment. The success of our plan of operation will depend
        to
        a great extent on the operations, financial condition and management of the
        identified business opportunity. While management intends to seek business
        combination(s) with entities having established operating histories, we cannot
        assure you that we will be successful in locating candidates meeting that
        criterion. In the event we complete a business combination, the success of
        our
        operations may be dependent upon management of the successor firm or venture
        partner firm and numerous other factors beyond our control.
 
 ***Management
        intends to devote only a limited amount of time to seeking a target company
        which may adversely impact our ability to identify a suitable acquisition
        candidate.***
  While
        seeking a business combination, management anticipates devoting very limited
        time to the Company's affairs. Our sole officer has not entered into a written
        employment agreement with us and is not expected to do so in the foreseeable
        future. This limited commitment may adversely impact our ability to identify
        and
        consummate a successful business combination.
 
 ***There
        can be no assurance that the Company will successfully consummate a business
        combination.***
 
 We
        can
        give no assurances that we will successfully identify and evaluate suitable
        business opportunities or that we will conclude a business combination.
        Management has not identified any particular industry or specific business
        within an industry for evaluation. We cannot guarantee that we will be able
        to
        negotiate a business combination on favorable terms.
 
 ***The
        time and cost of preparing a private company to become a public reporting
        company may preclude us from entering into a merger or acquisition with the
        most
        attractive private companies.***
 
 Target
        companies that fail to comply with SEC reporting requirements may delay or
        preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
        reporting companies to provide certain information about significant
        acquisitions, including certified financial statements for the company acquired,
        covering one, two, or three years, depending on the relative size of the
        acquisition. The time and additional costs that may be incurred by some target
        entities to prepare these statements may significantly delay or essentially
        preclude consummation of an acquisition. Otherwise suitable acquisition
        prospects that do not have or are unable to obtain the required audited
        statements may be inappropriate for acquisition so long as the reporting
        requirements of the Exchange Act are applicable.
 
 ***The
        Company may be subject to further government regulation which would adversely
        affect our operations.***
 
 Although
        we are subject to the reporting requirements under the Exchange Act, management
        believes we are not subject to regulation under the Investment Company Act
        of
        1940, as amended (the “Investment Company Act”), since we are not engaged in the
        business of investing or trading in securities. If we engage in business
        combinations which result in our holding passive investment interests in
        a
        number of entities, we could be subject to regulation under the Investment
        Company Act. If so, we would be required to register as an investment company
        and could be expected to incur significant registration and compliance costs.
        We
        have obtained no formal determination from the SEC as to our status under
        the
        Investment Company Act and, consequently, violation of the Investment Company
        Act could subject us to material adverse consequences.
  5
  ***Any
        potential acquisition or merger with a foreign company may subject us to
        additional risks.***
 
 If
        we
        enter into a business combination with a foreign company, we will be subject
        to
        risks inherent in business operations outside of the United States. These
        risks
        include, for example, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment
        of raw materials and finished goods across national borders and cultural
        and
        language differences. Foreign economies may differ favorably or unfavorably
        from
        the United States economy in growth of gross national product, rate of
        inflation, market development, rate of savings, and capital investment, resource
        self-sufficiency and balance of payments positions, and in other
        respects.
 
 ***The
        Company may be subject to certain tax consequences in our business, which
        may
        increase our cost of doing business.***
 
 We
        may
        not be able to structure our acquisition to result in tax-free treatment
        for the
        companies or their stockholders, which could deter third parties from entering
        into certain business combinations with us or result in being taxed on
        consideration received in a transaction. Currently, a transaction may be
        structured so as to result in tax-free treatment to both companies, as
        prescribed by various federal and state tax provisions. We intend to structure
        any business combination so as to minimize the federal and state tax
        consequences to both us and the target entity; however, we cannot guarantee
        that
        the business combination will meet the statutory requirements of a tax-free
        reorganization or that the parties will obtain the intended tax-free treatment
        upon a transfer of stock or assets. A non-qualifying reorganization could
        result
        in the imposition of both federal and state taxes that may have an adverse
        effect on both parties to the transaction.
 
 ***Our
        business will have no revenue unless and until we merge with or acquire an
        operating business.***
 
 We
        are a
        development stage company and have had no revenue from operations. We do
        not
        expect to realize any revenue unless and until we successfully merge with
        or
        acquire an operating business.
 
 ***Because
        we may seek to complete a business combination through a “reverse merger”,
        following such a transaction we may not be able to attract the attention
        of
        major brokerage firms.***
 
 Additional
        risks may exist since we expect to assist a privately held business to become
        public through a “reverse merger.” Securities analysts of major brokerage firms
        may not provide coverage of our Company since there is no incentive to brokerage
        firms to recommend the purchase of our common stock, par value $0.0001 per
        share
        (the “Common Stock”). No assurance can be given that brokerage firms will want
        to conduct any secondary offerings on behalf of our post-merger company in
        the
        future.
 
 ***We
        cannot assure you that following a business combination with an operating
        business, our Common Stock will be listed on NASDAQ or any other securities
        exchange.***
  Following
        a business combination, we may seek the listing of our Common
        Stock on
        NASDAQ
        or the American Stock Exchange. However, we cannot assure you that following
        such a transaction, we will be able to meet the initial listing standards
        of
        either of those or any other stock exchange, or that we will be able to maintain
        a listing of our Common
        Stock on
        either
        of those or any other stock exchange. After completing a business combination,
        until our Common
        Stock is
        listed
        on the NASDAQ or another stock exchange, we expect that our
        C ommon
        Stock would
        be
        eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
        system, or on the “pink sheets,” where our stockholders may find it more
        difficult to dispose of shares or obtain accurate quotations as to the market
        value of our Common
        Stock .
        In
        addition, we would be subject to an SEC rule that, if it failed to meet the
        criteria set forth in such rule, imposes various practice requirements on
        broker-dealers who sell securities governed by the rule to persons other
        than
        established customers and accredited investors. Consequently, such rule may
        deter broker-dealers from recommending or selling our Common
        Stock ,
        which
        may further affect its liquidity. This would also make it more difficult
        for us
        to raise additional capital following a business combination.
  6
  ***Our
        stockholders may have a minority interest in the Company following a merger
        or
        other business combination with an operating business.***
 
 If
        we
        consummate a merger or business combination with a company with a value in
        excess of the value of our Company and issue shares of Common
        Stock to
        the
        stockholders of such company as consideration for merging with us, our
        stockholders would own less than 50% of the Company after the business
        combination. The stockholders of the acquired company would therefore be
        able to
        control the election of our board of directors (the “Board of Directors”) and
        control our Company.
 
 ***There
        is currently no trading market for our Common Stock, and liquidity of shares
        of
        our Common Stock is limited.***
 
 Shares
        of
        our Common
        Stock are
        not
        registered under the securities laws of any state or other jurisdiction,
        and
        accordingly there is no public trading market for the Common
        Stock .
        Further, no public trading market is expected to develop in the foreseeable
        future unless and until the Company completes a business combination with
        an
        operating business and the Company thereafter files a registration statement
        under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
        outstanding shares of Common
        Stock cannot
        be
        offered, sold, pledged or otherwise transferred unless subsequently registered
        pursuant to, or exempt from registration under, the Securities Act and any
        other
        applicable federal or state securities laws or regulations. S hares
        of Common
        Stock cannot
        be
        sold under the exemptions from registration provided by Rule 144 under or
        Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
        from Richard K. Wulff, Chief of the Office of Small Business Policy of the
        Securities and Exchange Commission’s Division of Corporation Finance, to Ken
        Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
        Letter provides that certain private transfers of the shares of common stock
        also may be prohibited without registration under federal securities laws.
        The
        SEC changed certain aspects of the Wulff Letter and such changes apply
        retroactively to our stockholders. Since February 15, 2008, all holders of
        shares of common stock of a “shell company” have been permitted to sell their
        shares of common stock under Rule 144, subject to certain restrictions, starting
        one year after (i) the completion of a business combination with a private
        company in a reverse merger or reverse takeover transaction after which the
        company would cease to be a “shell company” (as defined in Rule 12b-2 under the
        Exchange Act) and (ii) the disclosure of certain information on a Current
        Report
        on Form 8-K within four business days thereafter.
 
 Compliance
        with the criteria for securing exemptions under federal securities laws and
        the
        securities laws of the various states is extremely complex, especially in
        respect of those exemptions affording flexibility and the elimination of
        trading
        restrictions in respect of securities received in exempt transactions and
        subsequently disposed of without registration under the Securities Act or
        state
        securities laws.
  7
  ***There
        are issues impacting liquidity of our securities with respect to the SEC’s
        review of a future resale registration statement.***
 
 Since
        shares of our Common
        Stock issued
        prior to a business combination or reverse merger cannot currently, nor will
        they for a considerable period of time after we complete a business combination,
        be available to be offered, sold, pledged or otherwise transferred without
        being
        registered pursuant to the Securities Act, we will likely file a resale
        registration statement on Form SB-2 or Form S-1, or some other available
        form,
        to register for resale such shares of Common
        Stock .
        We
        cannot control this future registration process in all respects as some matters
        are outside our control. Even if we are successful in causing the effectiveness
        of the resale registration statement, there can be no assurances that the
        occurrence of subsequent events may not preclude our ability to maintain
        the
        effectiveness of the registration statement. Any of the foregoing items could
        have adverse effects on the liquidity of our shares of Common
        Stock .
 
 In
        addition, the SEC has recently disclosed that it has developed internal informal
        guidelines concerning the use of a resale registration statement to register
        the
        securities issued to certain investors in private investment in public equity
        (PIPE) transactions, where the issuer has a market capitalization of less
        than
        $75 million and, in general, does not qualify to file a Registration Statement
        on Form S-3 to register its securities if the issuer’s securities are listed on
        the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
        the
        position that these smaller issuers may not be able to rely on Rule 415 under
        the Securities Act (“Rule 415”), which generally permits the offer and sale of
        securities on a continued or delayed basis over a period of time, but instead
        would require that the issuer offer and sell such securities in a direct
        or
        "primary" public offering, at a fixed price, if the facts and circumstances
        are
        such that the SEC believes the investors seeking to have their shares registered
        are underwriters and/or affiliates of the issuer. It appears that the SEC
        in
        most cases will permit a registration for resale of up to one third of the
        total
        number of shares of common stock then currently owned by persons who are
        not
        affiliates of such issuer and, in some cases, a larger percentage depending
        on
        the facts and circumstances. Staff members also have indicated that an issuer
        in
        most cases will have to wait until the later of six months after effectiveness
        of the first registration or such time as substantially all securities
        registered in the first registration are sold before filing a subsequent
        registration on behalf of the same investors. Since, following a reverse
        merger
        or business combination, we may have little or no tradable shares of Common
        Stock ,
        it is
        unclear as to how many, if any, shares of Common
        Stock the
        SEC
        will permit us to register for resale, but SEC staff members have indicated
        a
        willingness to consider a higher percentage in connection with registrations
        following reverse mergers with shell companies such as the Company. The SEC
        may
        require as a condition to the declaration of effectiveness of a resale
        registration statement that we reduce or “cut back” the number of shares of
        common stock to be registered in such registration statement. The result
        of the
        foregoing is that a stockholder’s liquidity in Common
        Stock may
        be
        adversely affected in the event the SEC requires a cut back of the securities
        as
        a condition to allow the Company to rely on Rule 415 with respect to a resale
        registration statement, or, if the SEC requires us to file a primary
        registration statement.
 
 ***We
        have never paid dividends on our Common Stock.***
 
 We
        have
        never paid dividends on our Common
        Stock and
        do
        not presently intend to pay any dividends in the foreseeable future. We
        anticipate that any funds available for payment of dividends will be re-invested
        into the Company to further its business strategy.
 
 ***The
        Company intends to issue more shares in a merger or acquisition, which will
        result in substantial dilution.***
 
 Our
        Certificate of Incorporation authorizes the issuance of a maximum of
        150,000,000 shares of Common
        Stock and
        a
        maximum of 10,000,000 shares of preferred stock, par value $.0001 per share
        (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
        issuance of additional securities without stockholder approval and the
        substantial dilution in the percentage of Common Stock held by our then existing
        stockholders. Moreover, the Common Stock issued in any such merger or
        acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
        by our management, resulting in an additional reduction in the percentage
        of
        Common Stock held by our current stockholder. Our Board of Directors has
        the
        power to issue any or all of such authorized but unissued shares without
        stockholder approval. To
        the
        extent that additional shares of Common Stock or Preferred Stock are issued
        in
        connection with a business combination or otherwise, dilution to the interests
        of our stockholder will occur and the rights of the holder of Common Stock
        might
        be materially and adversely affected.
  8
  ***Our
        sole stockholder may engage in a transaction to cause the Company to repurchase
        his shares of Common Stock.*** ****
 
 In
        order
        to provide an interest in the Company to a third party, our sole stockholder
        may
        choose to cause the Company to sell Company securities to third parties,
        with
        the proceeds of such sale(s) being utilized by the Company to repurchase
        his
        shares of Common Stock. As a result of such transaction, our management,
        stockholder(s) and Board of Directors may change.
 
 ***Our
        Board of Directors has the power to issue shares of Preferred Stock with
        certain
        rights without stockholder approval.***
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of Preferred Stock with designations, rights and preferences determined from
        time to time by its Board of Directors. Accordingly, our Board of Directors
        is
        empowered, without stockholder approval, to issue shares of Preferred Stock
        with
        dividend, liquidation, conversion, voting, or other rights which could adversely
        affect the voting power or other rights of the holders of the Common
        Stock .
        In the
        event of issuance, the Preferred Stock could be utilized, under certain
        circumstances, as a method of discouraging, delaying or preventing a change
        in
        control of the Company. Although we have no present intention to issue any
        shares of our authorized Preferred Stock, there can be no assurance that
        we will
        not do so in the future.
 
 ***Control
        by Management.***
 
 Management
        currently owns 100% of the issued and outstanding Common Stock of the Company.
        Consequently, management has the ability to control all of the operations
        of the
        Company and will have the ability to control all matters submitted to
        stockholders for approval, including :
 
 ·
              Election
                  of the board of directors;
 
 ·
              Removal
                  of any directors;
 
 ·
              Amendment
                  of the Company’s certificate of incorporation or bylaws;
                  and
 
 ·
              Adoption
                  of measures that could delay or prevent a change in control or
                  impede a
                  merger, takeover or other business
                  combination.
 
 This
        stockholder will thus have control over our management and affairs. Accordingly,
        this concentration of ownership may have the effect of impeding a merger,
        consolidation, takeover or other business consolidation, or discouraging
        a
        potential acquirer from making a tender offer for our C ommon
        Stock .
 
 **Item
        2. Description of Property.**
 
 The
        Company neither rents nor owns any properties. The Company utilizes the office
        space and equipment of its management at no cost. Management estimates such
        amounts to be immaterial. The Company currently has no policy with respect
        to
        investments or interests in real estate, real estate mortgages or securities
        of,
        or interests in, persons primarily engaged in real estate activities .
  9
  **Item
        3. Legal Proceedings.**
 
 Presently,
        there are not any material pending legal proceedings to which the Company
        is a
        party or as to which any of its property is subject, and no such proceedings
        are
        known to the Company to be threatened or contemplated against it.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity, Related Stockholder Matters and Small Business
        Issuer Purchases of Equity Securities.**
 
 **Common
        Stock**
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 150,000,000
        shares
        of Common Stock. Our Common Stock is not listed on a publicly-traded market.
        As
        of March 5, 2008, there was one holder of record of our Common
        Stock.
 
 **Preferred
        Stock**
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of Preferred Stock. The Company has not yet issued any of the Preferred Stock.
 
 **Dividend
        Policy**
 
 The
        Company has not declared or paid any cash dividends on Common Stock and does
        not
        intend to declare or pay any cash dividends in the foreseeable future. The
        payment of dividends, if any, is within the discretion of the Board of Directors
        and will depend on the Company’s earnings, if any, its capital requirements and
        financial condition and such other factors as the Board of Directors may
        consider.
 
 **Securities
        Authorized for Issuance Under Equity Compensation Plans**
 
 None.
 
 **Recent
        Sales of Unregistered Securities**
 
 The
        Company did not sell any equity securities that were not registered under
        the
        Securities Act during the fiscal quarter ended December 31, 2007.
 
 On
        January 31, 2006, the Company sold 2,500,000 shares of Common Stock to Randy
        Milby, the sole officer and director of the Company, for an aggregate purchase
        price of $12,500. The Company sold these shares of Common Stock under the
        exemption from registration provided by Section 4(2) of the Securities Act.
        As
        of the date hereof, the Company has 2,500,000 shares of Common Stock issued
        and
        outstanding.
  10
  No
        securities have been issued for services. Neither the Company nor any person
        acting on its behalf offered or sold the securities by means of any form
        of
        general solicitation or general advertising. No services were performed by
        any
        purchaser as consideration for the shares issued.
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation.**
 
 **Plan
        of Operation**
 
 The
        Company has not realized any revenues from operations since inception, and
        its
        plan of operation for the next twelve months is to locate a suitable acquisition
        or merger candidate and consummate a business combination. The Company may
        need
        additional cash advances from its sole stockholder or loans from other parties
        to pay for operating expenses until the Company consummates a merger or business
        combination with a privately-held operating company. Although it is currently
        anticipated that the Company can satisfy its cash requirements with additional
        cash advances or loans from other parties, if needed, for at least the next
        twelve months, the Company can provide no assurance that it can continue
        to
        satisfy its cash requirements for such period.
 
 Since
        our
        formation on January 3, 2006, our purpose has been to effect a business
        combination with an operating business which we believe has significant growth
        potential. We are currently considered to be a “blank check” company in as much
        as we have no specific business plans, no operations, revenues or employees.
        We
        currently have no definitive agreements or understanding with any prospective
        business combination candidates and have not targeted any business for
        investigation and evaluation nor are there any assurances that we will find
        a
        suitable business with which to combine. The implementation of our business
        objectives is wholly contingent upon a business combination and/or the
        successful sale of securities in the company.
  As
        a
        result of our limited resources, we expect to effect only a single business
        combination. Accordingly, the prospects for our success will be entirely
        dependent upon the future performance of a single business. Unlike certain
        entities that have the resources to consummate several business combinations
        or
        entities operating in multiple industries or multiple segments of a single
        industry, we will not have the resources to diversify our operations or benefit
        from the possible spreading of risks or offsetting of losses. A target business
        may be dependent upon the development or market acceptance of a single or
        limited number of products, processes or services, in which case there will
        be
        an even higher risk that the target business will not prove to be commercially
        viable.
 
 Our
        sole
        officer and director is only required to devote a very limited portion of
        his
        time to our affairs on a part-time or as-needed basis. We expect to use outside
        consultants, advisors, attorneys and accountants as necessary, none of which
        will be hired on a retainer basis. We do not anticipate hiring any full-time
        employees so long as we are seeking and evaluating business
        opportunities.
 
 We
        expect
        our present management to play no managerial role in the Company following
        a
        merger or business combination. Although we intend to scrutinize closely
        the
        management of a prospective target business in connection with our evaluation
        of
        a business combination with a target business, our assessment of management
        may
        be incorrect. We cannot assure you that we will find a suitable business
        with
        which to combine.
 
 **Results
        of Operations**
 
 The
        Company has not conducted any active operations since inception, except for
        its
        efforts to locate a suitable acquisition or merger transaction. No revenue
        has
        been generated by the Company during such period, and it is unlikely the
        Company
        will have any revenues unless it is able to effect an acquisition of or merger
        with another operating company, of which there can be no
        assurance.
  11
  **Off-Balance
        Sheet Arrangements**
 
 The
        Company does not have any off-balance sheet arrangements that have or are reasonably likely to have
        a
        current or future effect on the Company’s financial condition, changes in
        financial condition, revenues or expenses, results of operations, liquidity,
        capital expenditures or capital resources that is material to investors.
  12
  **Item
        7 - Financial Statements.**
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Table
        of
        Contents
 December
        31, 2007
  PageREPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              
              F-1FINANCIAL
                  STATEMENTS (Unaudited)Balance
                  Sheet
              
              
              F-2Statement
                  of Operations
              
              
              F-3Statement
                  of Changes in Stockholder's Deficiency
              
              
              F-4Statement
                  of Cash Flows
              
              
              F-5NOTES
                  TO FINANCIAL STATEMENTS
              
              
              F-6
  
 Report
          of
          Independent Registered Public Accounting Firm
 To
        the
        Board of Directors
 Hillstream
        Pharma, Inc.
  We
        have
        audited the accompanying balance sheet of Hillstream Pharma, Inc. (a development
        stage company) (“the Company”) as of December 31, 2007, and the related
        statements of operations, stockholder’s equity (deficiency), and cash flows for
        the year then ended and the period January 3, 2006 (inception) through December
        31, 2006, and the cumulative period January 3, 2006 (inception) through December
        31, 2007. The Company’s management is responsible for these financial
        statements. Our responsibility is to express an opinion on these financial
        statements based on our audits.
 
 We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. The Company is not
        required to have, nor were we engaged to perform, an audit of its internal
        control over financial reporting. Our audits included consideration of internal
        control over financial reporting as a basis for designing auditing procedures
        that are appropriate in the circumstances, but not for the purpose of expressing
        an opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Hillstream Pharma, Inc. as of
        December 31, 2007 and the results of its operations and its cash flows for
        the
        year ended December 31, 2007, the period January 3, 2006 (inception) through
        December 31, 2006, and the cumulative period January 3, 2006 (inception)
        through
        December 31, 2007, in conformity with accounting principles generally accepted
        in the United States of America.
 
 As
        discussed in Note 1, certain conditions indicate that the Company may be
        unable
        to continue as a going concern. The accompanying financial statements do
        not
        include any adjustments to the financial statements that might be necessary
        should the Company be unable to continue as a going concern.
  /s/
        Raich
        Ende Malter & Co. LLP
 
 **RAICH
        ENDE MALTER & CO. LLP**
 New
        York,
        New York
 March
        5,
        2008
  F-1
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Balance
        Sheet
 December
        31, 2007
  ASSETSCurrent
                  assetsCash
              
              $
              8,398Total
                  assets
              
              $
              8,398LIABILITIES
                  AND STOCKHOLDER’S DEFICIENCYCurrent
                  liabilitiesAccounts
                  payable and accrued expenses
              
              $
              4,693Long-term
                  liabilitiesLoan
                  payable stockholder
              
              
              17,500Accrued
                  interest payable
              
              
              1,300Total
                  long-term liabilities
              
              
              18,800Total
                  liabilities
              
              
              23,493Stockholder’s
                  deficiencyPreferred
                  stock - $.0001 par value, 10,000,000 shares authorized; -0- shares
                  issued
                  and outstanding
              
              
              -Common
                  stock - $.0001 par value, 150,000,000 shares authorized; 2,500,000
                  shares
                  issued and outstanding
              
              
              250Additional
                  paid-in capital
              
              
              80,010(Deficit)
                  accumulated during the development stage
              
              
              (95,355
              )Total
                  stockholder’s deficiency
              
              
              (15,095
              )TOTAL
                  LIABILITIES AND STOCKHOLDER’S DEFICIENCY
              
              $
              8,398
  See
        notes
        to financial statements.
  F-2
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Statement
        of Operations
  For
                  theFor
                  the
              
              CumulativePeriod
                  from
              
              Period
                  fromJanuary
                  3, 2006
              
              January
                  3, 2006For
                  the
              
              (Inception)
              
              (Inception)Year
                  Ended
              
              Through
              
              ThroughDecember 31, 2007
              
              December 31, 2006
              
              December 31, 2007Revenues
              
              $
              -
              
              $
              -
              
              $
              -General
                  and administrative expenses
              
              
              42,303
              
              
              51,752
              
              
              94,055Interest
              
              
              700
              
              
              600
              
              
              1,300Net
                  (loss)
              
              $
              (43,003
              )
              $
              (52,352
              )
              $
              (95,355
              )Basic
                  and diluted (loss) per share
              
              $
              (0.02
              )
              $
              (0.02
              )Weighed
                  average number of common shares outstanding
              
              
              2,500,000
              
              
              2,307,163
  See
        notes
        to financial statements.
  F-3
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Statement
        of Changes in Stockholder’s Deficiency
 For
        the
        period January 3, 2006 (Inception) Through December 31, 2007
  (Deficit)AccumulatedAdditional
              
              During
                    thePreferred Stock
              
              Common Stock
              
              Paid-In
              
              Development
              
              Stockholder’sShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              DeficiencyBalance
                  January 3 2006 (inception)
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock on January 31, 2006
              
              
              -
              
              
              -
              
              
              2,500,000
              
              
              250
              
              
              12,250
              
              
              -
              
              
              12,500Capital
                  contributions from stockholder
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              19,250
              
              
              -
              
              
              19,250Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (52,352
              )
              
              (52,352
              )Balance
                  December 31, 2006
              
              
              -
              
              
              -
              
              
              2,500,000
              
              
              250
              
              
              31,500
              
              
              (52,352
              )
              
              (20,602
              )Capital
                  contributions from stockholder
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              48,510
              
              
              -
              
              
              48,510Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (43,003
              )
              
              (43,003
              )Balance
                  December 31, 2007
              
              
              -
              
              $
              -
              
              
              2,500,000
              
              $
              250
              
              $
              80,010
              
              $
              (95,355
              )
              $
              (15,095
              )
 
 See
        notes
        to financial statements.
  F-4
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Statement
        of Cash Flows
  For
                  theFor
                  the
              
              CumulativePeriod
                  from
              
              Period
                  fromJanuary 3, 2006
              
              January 3, 2006For
                  the Year
              
              (Inception)
              
              (Inception)Ended
              
              Through
              
              ThroughDecember 31, 2007
              
              December 31, 2006
              
              December 31, 2007Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (43,003
              )
              $
              (52,352
              )
              $
              (95,355
              )Adjustments
                  to reconcile net loss to net cash used in operations:Accounts
                  payable
              
              
              125
              
              
              4,568
              
              
              4,693Accrued
                  interest on stockholder loan
              
              
              700
              
              
              600
              
              
              1,300Net
                  cash (used in) operating activities
              
              
              (42,178
              )
              
              (47,184
              )
              
              (89,362
              )Cash
                  flows from financing activities:Proceeds
                  from issuance of common stock
              
              
              -
              
              
              12,500
              
              
              12,500Additional
                  capital Contributions from sole shareholder
              
              
              48,510
              
              
              19,250
              
              
              67,760Proceeds
                  from stockholder’s loan
              
              
              -
              
              
              17,500
              
              
              17,500Cash
                  provided by financing activities
              
              
              48,510
              
              
              49,250
              
              
              97,760Net
                  increase in cash and cash equivalents
              
              
              6,332
              
              
              2,066
              
              
              8,398Cash
                  and cash equivalents - beginning
              
              
              2,066
              
              
              -
              
              
              -Cash
                  and cash equivalents - ending
              
              $
              8,398
              
              $
              2,066
              
              $
              8,398
  See
        notes
        to financial statements.
  F-5
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Notes
        to
        Financial Statements
 December
        31, 2007
 
 1 -
              DEVELOPMENT
                  STAGE COMPANY
 
 Hillstream
        Pharma Inc., a development stage company (the "Company"), was incorporated
        in
        the State of Delaware on January 3, 2006. All activities of the company to
        date
        relate to its organization, initial funding and share issuance. The company
        is
        looking to acquire an existing company or acquire the technology to begin
        operations.
 
 The
                  accompanying financial statements have been prepared assuming the
                  Company
                  will continue as a going concern. At the balance sheet date, the
                  Company
                  has a stockholder’s deficiency and a deficit accumulated during the
                  development stage since inception of $95,358. Management plans
                  to raise
                  additional capital and to seek potential merger candidates.
 
 2 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
 
 a.
              Use
                  of Estimates - The preparation of the financial statements in conformity
                  with accounting principles generally accepted in the United States
                  requires management to make estimates and assumptions that affect
                  the
                  amounts of assets and liabilities and disclosure of contingent
                  assets and
                  liabilities at the date of the financial statements and reported
                  amounts
                  of revenues and expenses during the reporting period. Actual results
                  could
                  differ from those estimates.
 
 b.
              Cash
                  Equivalents - For purposes of the statement of cash flows, the
                  Company
                  considers highly liquid financial instruments purchased with a
                  maturity of
                  three months or less to be cash equivalents. There are no cash
                  equivalents
                  at the balance sheet date.
 
 c.
              Income
                  Taxes - The Company utilizes the liability method of accounting
                  for income
                  taxes. Under the liability method deferred tax assets and liabilities
                  are
                  determined based on the differences between the financial reporting
                  basis
                  and the tax basis of the assets and liabilities and are measured
                  using the
                  enacted tax rates and laws that will be in effect, when the differences
                  are expected to reverse. An allowance against deferred tax assets
                  is
                  recognized, when it is more likely than not, that such tax benefits
                  will
                  not be realized. The Company’s gross deferred tax asset related to
                  capitalized startup costs totaled approximately $25,400, an increase
                  of
                  $17,400 for the year ended December 31, 2007, and has been fully
                  offset by
                  a valuation allowance. The variance between the Statutory Tax Rate
                  of 34%
                  and the Actual Tax Rate of 0% is attributed to the capitalization
                  of the
                  Company’s start-up costs, the surtax exemption and the valuation
                  allowance.
 
 On
        January 1, 2007, the Company adopted Financial Accounting Standards Board
        (FASB)
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
        interpretation of FASB Statement No. 109” (FIN 48). There was no impact on the
        Company’s consolidated financial position, results of operations or cash flows
        at December 31, 2007 and for the year then ended as a result of implementing
        FIN
        48. At the adoption date of January 1, 2007 and at December 31, 2007, the
        Company did not have any unrecognized tax benefits. The Company’s practice is to
        recognize interest and/or penalties related to income tax matters in income
        tax
        expense. As of January 1, 2007 and December 31, 2007, the Company had no
        accrued
        interest or penalties. The Company currently has no federal or state tax
        examinations in progress nor has it had any federal or state tax examinations
        since its inception. All of its tax years are subject to federal and state
        tax
        examination.
  F-6
  HILLSTREAM
        PHARMA INC.
 A
        Development Stage Company
 Notes
        to
        Financial Statements
 December
        31, 2007
 
 d.
              Loss
                  Per Common Share - Basic loss per share is calculated using the
                  weighted-average number of common shares outstanding during each
                  reporting
                  period. Diluted loss per share includes potentially dilutive securities
                  such as outstanding options and warrants, using various methods
                  such as
                  the treasury stock or modified treasury stock method in the determination
                  of dilutive shares outstanding during each reporting period. The
                  Company
                  does not have any potentially dilutive
                  instruments.
 
 e.
              Fair
                  Value of Financial Instruments - The carrying value of cash equivalents,
                  accounts payable and accrued expenses approximates fair value due
                  to the
                  short period of time to maturity. The stockholder loan approximates
                  fair
                  value based on market rates available to the company for financing
                  with
                  similar terms.
  3 -
              RELATED
                  PARTY TRANSACTIONS
 
 The
        Company utilizes the office space and equipment of its sole stockholder at
        no
        cost. Management estimates such amounts to be immaterial.
 
 The
        Company has two notes payable to its sole stockholder aggregating $17,500.
        Interest expense for the year ended December 31, 2007 was $700, for the period
        from inception to December 31, 2006 it was $600 and for the period January
        3,
        2006 (inception) through December 31, 2007 totaled $1,300 respectively and
        accrues at 4%. The entire amount, principal and interest, is due on the earlier
        of December 31, 2010 or on the date the Company consummates a merger or similar
        transaction with an operating business.
 
 The
                  sole stockholder made additional contributions to additional
                  paid-in-capital in 2007 and 2006 as
                  follows:
 
 April
                  20, 2006
              
              $
              6,000July
                  17, 2006
              
              
              2,400August
                  14, 2006
              
              
              3,200September
                  5, 2006
              
              
              5,150September
                  25, 2006
              
              
              2,500$
              19,250March
                  12, 2007
              
              $
              10,000April
                  2, 2007
              
              
              10,000September
                  4, 2007
              
              
              12,000October
                  1, 2007
              
              
              6,510November
                  14, 2007
              
              
              10,000$
              48,510
  F-7


HILLSTREAM
      PHARMA INC.


A
      Development Stage Company


Notes
      to
      Financial Statements


December
      31, 2007





4
              -
            CAPITAL
                STOCK





The
      preferred stock of the Company shall be issued by the Board of Directors of
      the
      Company in one or more classes or one or more series within any class and such
      classes or series shall have such voting powers, full or limited, or no voting
      powers, and such designations, preferences, limitations or restrictions as
      the
      Board of Directors of the Company may determine, from time to time.





Holders
      of shares of common stock shall be entitled to cast one vote for each share
      held
      at all stockholders' meetings for all purposes, including the election of
      directors. The common stock does not have cumulative voting rights.





No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.





5
                -
            RECENT
                ACCOUNTING PRONOUNCEMENTS





In
                September 2006, theFinancial
                Accounting Standards Board (“FASB”)issuedStatement
                of Financial Accounting Standards (“SFAS”)No.
                157, “Fair Value Measurements,” that defines fair value, establishes a
                framework for measuring fair value in generally accepted accounting
                principles (GAAP), and expands disclosures about fair value measurements.
                This Statement applies under other accounting pronouncements that
                require
                or permit fair value measurements. Prior to this Statement, there
                were
                different definitions of fair value and limited guidance for applying
                those definitions in GAAP. Moreover, that guidance was dispersed
                among
                many accounting pronouncements that require fair value measurements.
                Differences in that guidance created inconsistencies that added to
                the
                complexity in applying GAAP. The changes to current practice resulting
                from the application of this Statement relate to the definition of
                fair
                value, the methods used to measure fair value, and the expanded
                disclosures about fair value measurements. Statement 157 is effective
                for
                financial statements issued for fiscal years beginning after November
                15,
                2007, and interim periods within those fiscal years. The Company
                does not
                expect the adoption of SFAS 157 to have an effect on its financial
                statements.





In
                February 2007, the FASB issued Statement of Financial Standards No.
                159
                (“FAS 159”), The Fair Value Option for Financial Assets and Financial
                Liabilities, which permits entities to choose to measure many financial
                instruments and certain other items at fair value which are not currently
                required to be measured at fair value. FAS 159 is effective for financial
                statements issued for fiscal years beginning after November 15, 2007,
                and
                interim periods within those fiscal years. The Company does not expect
                the
                adoption of FAS 159 to have an effect on its financial
                statements.





F-8




HILLSTREAM
      PHARMA INC.


A
      Development Stage Company


Notes
      to
      Financial Statements


December
      31, 2007





5
                -
            RECENT
                ACCOUNTING PRONOUNCEMENTS





In
                December 2007, the FASB issued SFAS No. 141 (revised 2007),*Business
                Combinations*,
                which replaces SFAS No. 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 also 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.
                SFAS No.
                141R is effective forfinancial statements issued for fiscal years beginning after December
                15,
                2008, and interim periods within those fiscal years. The Company
                does not
                expect the adoption of SFAS No. 141R to have an effect on its financial
                statements.


In
          December 2007, the FASB issued SFAS No. 160, *Noncontrolling
          Interests in Consolidated Financial Statements, an amendment of ARB
          51* ,
          which
          changes the accounting and reporting for minority interests. Minority interests
          will be recharacterized as noncontrolling interests and will be reported
          as a
          component of equity separate from the parent’s equity, and purchases or sales of
          equity interests that do not result in a change in control will be accounted
          for
          as equity transactions. In addition, net income attributable to the
          noncontrolling interest will be included in consolidated net income on
          the face
          of
          the inform statement and, upon a loss of control, the interest sold, as
          well as
          any interest retained, will be recorded at fair value with any gain or
          loss
          recognized in earnings. SFAS No. 160 is effective for
          financial statements issued for fiscal years beginning after December 15,
          2008,
          and interim periods within those fiscal years. The Company does not expect
          the
          adoption of SFAS No. 160 to have an effect on its financial
          statements.





Management
      does not believe that any recently issued, but not yet effective accounting
      pronouncements, if adopted, would have a material effect on the accompanying
      financial statements.




F-9




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. 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.





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 period covered by this report that has materially affected or is reasonably
      likely to materially affect our internal controls. This
      annual report does not include a report of management's assessment regarding
      internal control over financial reporting or an attestation report of the
      company's registered public accounting firm due to a transition period
      established by rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.




13





**PART
      III**





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





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





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Randy
                Milby
            
            54
            
            President,
                Secretary Director
            
            January
                31, 2006 thru Present
              January
                3, 2006 thru Present





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





**Randy
      Milby, President, Secretary and Director.** Randy
      Milby has served as the President and Secretary of the Company since January
      31,
      2006. He has served as Director of the Company since inception. Mr. Milby has
      been the **** Global
      Business Director for Dupont since January 2004. Prior to that position at
      Dupont, he was the Global Marketing Director for Dupont from June 1999 to
      January 2004. Mr. Milby received a Bachelor of Science in Pharmacy from the
      University of Kansas in 1979 and a Masters in Business Administration from
      Washington University in St. Louis in 1985.





(b)
      Significant Employees.





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




(c)
      Family Relationships.





None.





(d)
      Involvement in Certain Legal Proceedings.





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





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





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





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




14





**Code
      of Ethics**





On
      December 31, 2007, Company adopted a formal code of ethics statement for senior
      officers and directors (the “Code of Ethics”) that is designed to deter
      wrongdoing and to promote ethical conduct and full, fair, accurate, timely
      and
      understandable reports that the Company files or submits to the Securities
      and
      Exchange Commission and others.  A form of the Code of Ethics is attached
      hereto as Exhibit
      14.1 . Requests
      for copies of the Code of Ethics should be sent in writing to 270 Presidential
      Drive, Wilmington, DE 19807.





**Nominating
      Committee**





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





**Audit
      Committee**





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





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to the
      sole
      officer of the Company for services rendered during the fiscal year ended
      December 31, 2007.





Name
                and Position
            
            Year
            
            Total
                CompensationRandy
                Milby, President, Secretary and Director
            
            2007
              2006
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our sole officer and director, nor do we pay
      their expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





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




15





Name
                and Address
            
            Amount
                and Nature of
              Beneficial
                Ownership
            
            Percentage
              of
                ClassRandy
                Milby (1)
              270
                Presidential Drive
              Wilmington,
                DE 19807
            
            2,500,000
            
            100%All
                Directors and Officers as a Group
              (1
                individual)
            
            2,500,000
            
            100%





(1)
            Randy
                Milby is President, Secretary and Director of the
                Company.




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





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





**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                January
                3, 2006.*3.2
            
            By-laws.14.1
            
            Corporate
                Code of Ethics and Conduct, adopted December 31, 2007.31.1
            
            Certification
                of the Company’s Principal Executive Officer and 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 theSecurities
                and Exchange Commission on March 7, 2006, and incorporated herein
                by this
                reference





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





Raich
      Ende Malter & Co. LLP (“Raich Ende”) is the Company's independent registered
      public accounting firm.





**Audit
      Fees**





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were
      $17,500 **** for
      the
      fiscal year ended December 31, 2007 and $17,000 for fiscal year ended December
      31, 2006.




16





**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal years ended December 31, 2007 and December 31, 2006.





**Tax
      Fees**





There
      were no fees billed by Raich Ende for professional services for tax compliance,
      tax advice, and tax planning for the fiscal years ended December 31, 2007 and
      December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      years ended December 31, 2007 and December 31, 2006.





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





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




17





**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:
                March 5, 2008
            By:
            /s/
                Randy MilbyRandy
                MilbyPresident,
                Secretary and Sole Director




18