U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





 ̈ TRANSITION REPORT UNDER
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 Drive, Wilmington, DE 19807


(Address
of principal executive offices)





(302)
743-2995


(Registrant’s
telephone number, including area code)








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





Check
whether the registrant is required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes xNo  ̈







Check
whether the registrant (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-K (§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-K. x





Check
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.)





Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x No  ̈




As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
March 31, 2009, there were 2,500,000 shares of common stock, par value $.0001,
outstanding.




2





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K 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 Report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.


3




PART
I





Item
1. Description of Business.





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 is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (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." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until 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 it is subject to those requirements.





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





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.





The analysis of new business
opportunities will be undertaken by or under the supervision of our sole officer
and director.  As of this date the Company has not entered into any
definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business
opportunities for the Company.  The Company has unrestricted
flexibility in seeking, analyzing and participating in potential business
opportunities. In its efforts to analyze potential acquisition targets, the
Company will consider the following kinds of factors:


4




(a)              Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)              Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)              Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)              Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;





(e)              The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)               The
extent to which the business opportunity can be advanced;





(g)              The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)              Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.


5




In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
1B.  Unresolved Staff Comments.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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.





Item
3. Legal Proceedings.





To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.





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





None.




6





PART
II





Item
5. Market for Registrant’s 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, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of March
31, 2009, there was one holder of record of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




Dividend
Policy




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





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.





Recent
Sales of Unregistered Securities





The
Company did not sell any equity securities that were not registered under the
Securities Act during the quarter ended December 31, 2008.





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.





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.





Issuer
Purchases of Equity Securities





None.


7





Item
6.  Selected Financial Data.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation





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. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:





(i)
            filing
      Exchange Act reports, and


(ii)
            investigating,
      analyzing and consummating an
acquisition.





We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.





The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.





Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.


8




Liquidity
and Capital Resources





As of December 31, 2008, the Company
had assets equal to $9,837, comprised exclusively of cash and prepaid
expenses.  This compares with assets of $8,398, comprised exclusively
of cash as of December 31, 2007.  The Company’s total liabilities as
of December 31, 2008 totaled $25,628, comprised of accounts payable and accrued
expenses and monies due to stockholder.  This compares with
liabilities of $23,493 comprised of accounts payable and accrued expenses and
monies due to stockholder, as of December 31, 2007.In March of 2009, the stockholder made additional
contributions of $19,500 to the Company which were used to repay the stockholder
loans outstanding together with acrrued interest.The Company can
provide no assurance that it can continue to satisfy its cash requirements for
at least the next twelve months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the years ended December 31, 2008 and 2007, for the period from
January 3, 2006 (Inception) to December 31, 2006 and for the cumulative period
from January 3, 2006 (Inception) to December 31, 2008.


Fiscal Year
                    Ended
                    December
                    31, 2008
                  
                  
                  Fiscal Year
                    Ended
                    December
                    31, 2007
                  
                  
                  For the
                    Period from
                    January 3, 2006
                    (Inception) to
                    December 31,
                    2006
                  
                  
                  For the
                    Cumulative
                    Period from
                    January 3, 2006
                    (Inception) to
                    December 31,
                    2008Net
      Cash (Used in) OperatingActivities
                  
                  $
                  (31,061
                  )
                  
                  $
                  (42,178
                  )
                  
                  $
                  (47,184
                  )
                  
                  $
                  (120,423
                  )Net
      Cash (Used in) Investing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Cash Provided by Financing Activities
                  
                  $
                  30,000
                  
                  
                  $
                  48,510
                  
                  
                  $
                  49,250
                  
                  
                  $
                  127,760Net
      Increase (Decrease) in Cash
                  
                  $
                  (1,061
                  )
                  
                  $
                  6,332
                  
                  
                  $
                  2,066
                  
                  
                  $
                  7,337





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations or its plan to acquire a suitable acquisition candidate.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from January 3, 2006 (Inception) to December 31,
2008.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
fiscal year ended December 31, 2008, the Company had a net loss of $30,696
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended March 31, 2008 in May of 2008, Quarterly Report on
Form 10-Q for the period ended June 30, 2008 in August of 2008 and Quarterly
Report on Form 10-Q for the period ended September 30, 2008 in November of 2008
and Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 in
March of 2008.


9




This
compares with a net loss of $43,003, for the fiscal year ended December 31,
2007   consisting of legal, accounting, audit, and other
professional service fees incurred in relation to the filing of the Company’s
Quarterly Report on Form 10-QSB for the period ended September 30, 2007 in
November of 2007, Quarterly Report on Form 10-QSB for the period ended June 30,
2007 in August of 2007, Quarterly Report on Form 10-QSB for the period ended
March 31, 2007 in May of 2007 and Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2006 in March of 2007.





For the
period from January 3, 2006 (Inception) to December 31, 2006, the Company had a
net loss of $52,352 comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the formation of the Company
and the preparation of the Company’s Registration Statement on Form 10-SB filed
in March of 2006 and the filing of the Company’s Quarterly Report on Form 10-QSB
for the period ended March 31, 2006 in June of 2006, Quarterly Report on Form
10-QSB for the period ended June 30, 2006 in August of 2006 and Quarterly Report
on Form 10-QSB for the period ended September 30, 2006 in November of
2006.





For the
cumulative period from January 3, 2006 (Inception) to December 31, 2008, the
Company had a net loss of $126,051 comprised of legal, accounting, audit, and
other professional service fees incurred in relation to the formation of the
Company and the preparation of the Company’s Registration Statement on Form
10-SB filed in March of 2006 and the filing of the Company’s periodic reports on
Form 10-Q, Form 10-QSB, Form 10-KSB.





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.





Contractual
Obligations





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item
8.  Financial Statements and Supplementary Data.





Audited financial statements begin on
the following page of this report.




10





HILLSTREAM
PHARMA INC.


A
Development Stage Company


Table of
Contents


December
31, 2008




PageReport
      of Independent Registered Public Accounting Firm as of and for the year
      ended December 31, 2008
                  
                  F-2Report
      of Independent Registered Public Accounting Firm as of and for the year
      ended December 31, 2007, the period from January 3, 2006 (Inception)
      through December 31, 2006 and the cumulative period from January 3, 2006
      through December 31, 2007
                  
                  F-3FINANCIAL
      STATEMENTSBalance
      Sheets
                  
                  F-4Statements
      of Operations
                  
                  F-5Statements
      of Changes in Stockholder's Deficiency
                  
                  F-6Statements
      of Cash Flows
                  
                  F-7NOTES
      TO FINANCIAL STATEMENTS
                  
                  F-8




F-1











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, 2008, and the related
statements of operations, changes in stockholder's deficiency, and cash flows
for the year then ended.  We have also audited the statements of
operations and cash flows for the cumulative period from January 3, 2006
(inception) through December 31, 2008. Hillstream Pharma Inc.'s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audit.  We did not
audit the statements of operations and cash flows for the cumulative period from
January 3, 2006 (inception) through December 31, 2007, which statements reflect
cumulative net losses of $95,355, cumulative capital contributions of $97,760
and a net increase in cash of $8,398 during the period.  Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for the
cumulative period from January 3, 2006 (inception) through December 31, 2007, is
based solely on the report of the other auditors.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the report of
the other auditors provide a reasonable basis for our opinion.





In our
opinion, based on our audit and the report of the other auditors, the 2008
financial statements referred to above present fairly, in all material respects,
the financial position of Hillstream Pharma Inc. (a development stage company)
as December 31, 2008, and the results of its operations and its cash flows for
the year then ended and for the cumulative period from January 3, 2006
(inception) through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has a stockholder's deficiency and a deficit
accumulated during the development stage.  These conditions raise
substantial doubt about its ability to continue as a going
concern.  Management's plans regarding those matters also are
described in Note 1. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Friedman LLP


New York,
New York


March 31,
2009


F-2


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.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the development stage and has suffered recurring
losses.  This raises substantial doubt about its ability to continue
as a going concern.  Management’s plans in regards to these matters
are also described in Note 1.  The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





/s/ Raich
Ende Malter & Co. LLP





RAICH
ENDE MALTER & CO. LLP


New York,
New York


March 5,
2008


F-3


HILLSTREAM
PHARMA INC.


A
Development Stage Company


Balance
Sheets


December
31, 2008 and 2007




2008
                      
                      
                      2007ASSETSCurrent
      assetsCash
                      
                      $
                      7,337
                      
                      
                      $
                      8,398Prepaid
      expense
                      
                      
                      2,500
                      
                      
                      
                      -Total
      assets
                      
                      $
                      9,837
                      
                      
                      $
                      8,398LIABILITIES
      AND STOCKHOLDER’S DEFICIENCYCurrent
      liabilitiesAccounts
      payable and accrued expenses
                      
                      $
                      6,128
                      
                      
                      $
                      4,693Long-term
      liabilitiesLoans
      payable stockholder
                      
                      
                      17,500
                      
                      
                      
                      17,500Accrued
      interest payable
                      
                      
                      2,000
                      
                      
                      
                      1,300Total
      long-term liabilities
                      
                      
                      19,500
                      
                      
                      
                      18,800Total
      liabilities
                      
                      
                      25,628
                      
                      
                      
                      23,493Stockholder’s
      deficiencyPreferred
      stock - $.0001 par value,10,000,000
      shares authorized; -0- sharesissued
      and outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock - $.0001 par value,150,000,000
      shares authorized; 2,500,000shares
      issued and outstanding
                      
                      
                      250
                      
                      
                      
                      250Additional
      paid-in capital
                      
                      
                      110,010
                      
                      
                      
                      80,010(Deficit)
      accumulated during the development stage
                      
                      
                      (126,051
                      )
                      
                      
                      (95,355
                      )Total
      stockholder’s deficiency
                      
                      
                      (15,791
                      )
                      
                      
                      (15,095
                      )TOTAL
      LIABILITIES AND STOCKHOLDER’S DEFICIENCY
                      
                      $
                      9,837
                      
                      
                      $
                      8,398





See notes
to financial statements.




F-4





HILLSTREAM
PHARMA INC.


A
Development Stage Company


Statements
of Operations





For theFor the
                
                
                CumulativePeriod from
                
                
                Period fromJanuary 3, 2006
                
                
                January 3, 2006For the
                
                
                For the
                
                
                (Inception)
                
                
                (Inception)Year Ended
                
                
                Year Ended
                
                
                Through
                
                
                ThroughDecember 31, 2008
                
                
                December 31, 2007
                
                
                December 31, 2006
                
                
                December 31, 2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -General
      and administrative expenses
                
                
                29,996
                
                
                
                42,303
                
                
                
                51,752
                
                
                
                124,051Interest
                
                
                700
                
                
                
                700
                
                
                
                600
                
                
                
                2,000Net
      (loss)
                
                $
                (30,696
                )
                
                $
                (43,003
                )
                
                $
                (52,352
                )
                
                $
                (126,051
                )Basic
      and diluted (loss) per share
                
                $
                (0.01
                )
                
                $
                (0.02
                )
                
                $
                (0.02
                )Weighed
      average number of common shares outstanding
                
                
                2,500,000
                
                
                
                2,500,000
                
                
                
                2,307,163





See notes
to financial statements.




F-5





HILLSTREAM
PHARMA INC.


A
Development Stage Company


Statements
of Changes in Stockholder’s Deficiency


For the
period January 3, 2006 (Inception) Through December 31, 2008





(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
                  )Capital
      contributions from stockholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000
                  
                  
                  
                  -
                  
                  
                  
                  30,000Net
      (loss)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (30,696
                  )
                  
                  
                  (30,696
                  )Balance
      December 31, 2008-
                  
                  
                  $
                  -
                  
                  
                  
                  2,500,000
                  
                  
                  $
                  250
                  
                  
                  $
                  110,010
                  
                  
                  $
                  (126,051
                  )
                  
                  $
                  (15,791
                  )





See notes
to financial statements.




F-6




HILLSTREAM
PHARMA INC.


A
Development Stage Company


Statements
of Cash Flows





For
      theFor
      the
                    
                    
                    CumulativePeriod
      from
                    
                    
                    Period
      fromJanuary
      3, 2006
                    
                    
                    January
      3, 2006For
      the
                    
                    
                    For
      the
                    
                    
                    (Inception)
                    
                    
                    (Inception)Year
      Ended
                    
                    
                    Year
      Ended
                    
                    
                    Through
                    
                    
                    ThroughDecember 31, 2008
                    
                    
                    December 31, 2007
                    
                    
                    December 31, 2006
                    
                    
                    December 31, 2008Cash
      flows from operating activities:Net
      (loss)
                    
                    $
                    (30,696
                    )
                    
                    $
                    (43,003
                    )
                    
                    $
                    (52,352
                    )
                    
                    $
                    (126,051
                    )Adjustments
      to reconcile net loss to net cash used in operations:Prepaid
      expense
                    
                    
                    (2,500
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,500
                    )Accounts
      payable
                    
                    
                    1,435
                    
                    
                    
                    125
                    
                    
                    
                    4,568
                    
                    
                    
                    6,128Accrued
      interest on stockholder loans
                    
                    
                    700
                    
                    
                    
                    700
                    
                    
                    
                    600
                    
                    
                    
                    2,000Net
      cash (used in) operating activities
                    
                    
                    (31,061
                    )
                    
                    
                    (42,178
                    )
                    
                    
                    (47,184
                    )
                    
                    
                    (120,423
                    )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    12,500
                    
                    
                    
                    12,500Additional
      capital contributions from sole stockholder
                    
                    
                    30,000
                    
                    
                    
                    48,510
                    
                    
                    
                    19,250
                    
                    
                    
                    97,760Proceeds
      from stockholder’s loans
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    17,500
                    
                    
                    
                    17,500Cash
      provided by financing activities
                    
                    
                    30,000
                    
                    
                    
                    48,510
                    
                    
                    
                    49,250
                    
                    
                    
                    127,760Net
      increase (decrease) in cash
                    
                    
                    (1,061
                    )
                    
                    
                    6,332
                    
                    
                    
                    2,066
                    
                    
                    
                    7,337Cash–beginning
                    
                    
                    8,398
                    
                    
                    
                    2,066
                    
                    
                    
                    -
                    
                    
                    
                    -Cash–ending
                    
                    $
                    7,337
                    
                    
                    $
                    8,398
                    
                    
                    $
                    2,066
                    
                    
                    $
                    7,337




See notes
to financial statements.


F-7




HILLSTREAM
PHARMA INC.


A
Development Stage Company


Notes to
Financial Statements


December
31, 2008








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.  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 $37,300
      and  $25,400 at December 31, 2008 and 2007, respectively, and
      has been fully offset by a valuation allowance.  During 2008,
      2007, and 2006, the valuation allowance increased by approximately
      $11,900, $17,400, and  $8,000,
  respectively.





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, 2008, 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
December 31, 2008 and 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.  As a result of the Company’s net operating loss
carryforwards, all of its tax years are subject to federal and state tax
examination.


F-8




HILLSTREAM
PHARMA INC.


A
Development Stage Company


Notes to
Financial Statements


December
31, 2008




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 loans
      approximate fair value based on the fact that such loans together with
      accrued interest were paid off during the first quarter of 2009 (Note
      6).




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.





At
      December 31, 2008 and 2007, the Company had two loans payable to its sole
      stockholder aggregating $17,500.  The loans accrue interest at
      4%.  Interest expense was $700 for the years ended December 31,
      2008 and 2007, $600 for the period January 3, 2006 (inception) to December
      31, 2006, and $2,000 for the period January 3, 2006 (inception) to
      December 31, 2008.  These loans plus accrued interest were
      repaid to the sole stockholder in March 2009 (Note
  6).





The
      sole stockholder contributed $30,000 in 2008, $48,510 in 2007 and $31,500
      in 2006 to additional
paid-in-capital.





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.




F-9




HILLSTREAM
PHARMA INC.
 A
Development Stage Company
 Notes to
Financial Statements
 December
31, 2008


5
      -
            RECENT
      ACCOUNTING PRONOUNCEMENTS




On
      January 1, 2008, the Company adopted Statement of Financial Accounting
      Standards No. 157, "Fair Value Measurements" (SFAS No. 157), for financial
      assets and liabilities.  This standard defines fair value,
      provides guidance for measuring fair value and requires certain
      disclosures.  This standard does not require any new fair value
      measurements, but rather applies to all other accounting pronouncements
      that require orpermit fair value
      measurements.  SFAS No. 157 discusses valuation techniques, such
      as the market approach (comparable market prices), the income approach
      (present value of future income or cash flow), and the cost approach (cost
      to replace the service capacity of an asset or replacement
      cost).  The statement utilizes a fair value hierarchy that
      prioritizes the inputs to valuation techniques used to measure fair value
      into three broad levels.  The following is a brief description
      of those three levels:





Level
      1: Observable inputs such as quoted prices (unadjusted) in active markets
      for identical assets or
liabilities.





Level
      2: Inputs other than quoted prices that are observable for the asset or
      liability, either directly or indirectly.  These include quoted
      prices for similar assets or liabilities in active markets and quoted
      prices for identical or similar assets or liabilities in markets that are
      not active.





Level
      3: Unobservable inputs that reflect our own
  assumptions.





The
      Company chose not to elect the fair value option as prescribed by FASB
      SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
      Liabilities - Including an Amendment of FASB Statement No. 115," for its
      financial assets and liabilities that had not been previously carried at
      fair value.  Therefore the Company's loan payable to its
      stockholder not carried at fair value is reported at its carrying
      value.








In
      September 2008, the Financial Accounting Standards Board ("FASB") issued
      FASB Staff Position ("FSP") No. FAS 157-3, "Determining the Fair Value of
      a Financial Asset When the Market for That Asset Is Not
      Active."  This staff position clarifies the application of SFAS
      No. 157 in a market that is not active and provides examples to illustrate
      key considerations in determining the fair value of a financial asset when
      the market for that financial asset is not active.  The Company
      adopted the provisions of SFAS No. 157 on January 1, 2008 and the
      provisions of SFAS No. 157-3 became effective upon issuance for financial
      statements, including prior periods, which have yet to be
      issued.





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





6.-
            SUBSEQUENT
      EVENT





In March
2009 the sole stockholder contributed $19,650 to the Company as additional
paid-in capital.  These funds were then used in March 2009 to repay
the loan payable stockholder of $17,500 plus accrued interest of
$2,000.




F-10


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





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.





Evaluation of Internal
Controls and Procedures





Our
management is also 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.





As
of December 31, 2008, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.


11





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





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.


PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





(a)  Identification
of Directors and Executive Officers.  The following table sets forth
certain information regarding the Company’s directors and executive
officers:


Name
              
              Age
              
              Position
              
              TermRandy
      Milby
              
              55
              
              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 theGlobal 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.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




(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 the Company during the past
five years.


12


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, 2008 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.




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.   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
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.





Name and Position
              
              Year
              
              Total CompensationRandy
      Milby, President, Secretary and Director
              
              2008
                2007
              
              None
                None





Director
Compensation





We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.




13





Employment
Agreements





The
Company is not a party to any employment agreements.





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





(a)           The
following tables set forth certain information as of March 31, 2009, regarding
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each director, nominee and
executive officer of the Company and (iii) all officers and directors as a
group.





Name and Address
                                
                                Amount and Nature 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.





(b)         The
Company currently has not authorized any compensation plans or individual
compensation arrangements.





Item 13.
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-K.





Item
14.  Principal Accounting Fees and Services





Friedman
LLP (“Friedman”) was engaged by the Company as its independent registered public
accounting firm in March of 2008.  Prior to the engagement of
Friedman, Raich Ende Malter & Co. LLP (“Raich Ende”) was the Company’s
independent registered public accounting firm.





Audit
Fees





The
aggregate fees billed by Friedman 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-Q or services that are normally
provided in connection with statutory and regulatory filings were $7,500for the fiscal year
ended December 31, 2008. 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-Q or services that are normally provided in connection with statutory and
regulatory filings were   $17,500for the fiscal year
ended December 31, 2007.




14




Audit-Related
Fees


There
were no feesbilled
by Friedman 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 year ended December 31, 2008.  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 year ended December 31, 2007.





Tax
Fees





There
were no fees billed by Friedman for professional services for tax compliance,
tax advice, and tax planning for the fiscal year ended December 31,
2008.   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.





All
Other Fees





There
were no fees billed by Friedman for other products and services for the fiscal
year ended December 31, 2008.  There were no fees billed by Raich Ende
for other products and services for the fiscal year ended December 31,
2007.





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.





Part IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                    
                    Page*Index
      to Financial Statements
                    
                    F-1Report
      of Independent Registered Public Accounting Firm (2008)
                    
                    F-2Report
      of Independent Registered Public Accounting Firm (2007
      and 2006)
                    
                    F-3Balance
      Sheets
                    
                    F-4Statements
      of Operations
                    
                    F-5Statement
      of Changes in Stockholder’s Equity (Deficit)
                    
                    F-6Statements
      of Cash Flows
                    
                    F-7Notes
      to Financial Statements
                    
                    F-8





*Page F-1
follows page 10 to this annual report on Form 10-K.





(b) Index
to Exhibits required by Item 601 of Regulation S-K.


15




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-K for the year ended December 31,
200831.2
              
              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-K for the year ended December 31,
200832.1
              
              Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      200232.2
              
              Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002





*
              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.




16


SIGNATURES





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




HILLSTREAM
      PHARMA INC.Dated:
      March 31, 2009
            By:
            /s/ Randy MilbyRandy
      MilbyPresident,
      Secretary and Sole DirectorPrincipal
      Executive OfficerPrincipal
      Accounting OfficerPrincipal
      Financial Officer





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Title
            
            Date/s/ Randy Milby
            
            President,
      Secretary
            
            March
      31, 2009Randy
      Milby
            
            and
      Sole Director




17