UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Amendment No.
2)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2007
o
TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to
________________
Commission File Number: 333-133427
PLASMATECH, INC.
(Name
of small business issuer in its charter)
Nevada
56-2474226
|
(State or other jurisdiction of
|
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
2764 Lake Sahara Drive, Suite 111
Las Vegas, Nevada 89117
(Address of principal executive offices)
(702) 851-1330
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes
X
No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any amendment
to this Form 10-KSB.
X
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes
X
No
State issuer’s revenues for its most recent fiscal year:
Nil
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of
the Exchange Act.)
The
most recent sales of the Company’s common shares on March 11, 2008 were $4.10 on
the OCTBB with an aggregate value of $115,680,000.
State the number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable date.
As
of the fiscal year ended December 31, 2007, the Company had 70,920,000 shares of common
shares, $0.001 par value, issued and outstanding.
Transitional Small Business Disclosure Format (Check
One): Yes
|
No
X
|
TABLE OF CONTENTS
|
|
Page
|
PART I
|
|
|
Item 1.
|
Description of Business
|
4
|
Item 2.
|
Description of Property
|
5
|
Item 3.
|
Legal Proceedings
|
5
|
Item 4.
|
Submission of Matters to a Vote by Security
Holders
|
5
|
|
|
|
PART II
|
|
|
Item 5.
|
Market for Common Equity and Related Stockholder
Matters
|
5
|
Item 6.
|
Management's Discussion and Analysis or Plan of
Operation
|
5
|
Item 7.
|
Financial Statements
|
|
|
Balance Sheet
|
10
|
|
Statements of Operations
|
11
|
|
Statements of Stockholders' Equity
|
12
|
|
Statements of Cash Flows
|
13
|
Item 8.
|
Changes In and Disagreements With Accountants
on
|
|
|
Accounting and Financial Disclosure
|
16
|
Item 8A.
|
Controls and Procedures
|
16
|
|
|
|
PART III
|
|
|
Item 9.
|
Directors, Executive Officers, Promoters and Control
Persons
|
18
|
Item 10.
|
Executive Compensation
|
19
|
Item 11.
|
Security Ownership of Certain Beneficial Owners
and
|
|
|
Management and Related Stockholder Matters
|
19
|
Item 12.
|
Certain Relationships and Related
Transactions
|
19
|
Item 13.
|
Exhibits
|
20
|
Item 14.
|
Principal Accountant Fees and Services
|
20
|
|
|
|
Signatures
|
|
20
|
|
|
|
-2-
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-KSB that are not historical or current
facts are “forward-looking statements” made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the “Act”) and
Section 21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as “may,” “will,”
“expect,” “believe,” “anticipate,”
“estimate,” “approximate” or “continue,” or the
negative thereof. We intend that such forward-looking statements be subject to the safe
harbors for such statements. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may occur in
the future. However, forward-looking statements are subject to risks, uncertainties and
important factors beyond our control that could cause actual results and events to
differ materially from historical results of operations and events and those presently
anticipated or projected. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of such
statement or to reflect the occurrence of anticipated or unanticipated
events.
PlasmaTech, Inc. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission (the
“Commission”). You may read and copy documents referred to in this Annual
Report on Form 10-KSB that have been filed with the Commission at the
Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by
going to the Commission’s website at http://www.sec.gov
-3-
PART I
Please note that throughout this Annual Report, and unless otherwise
noted, the words “we”, “our” “us”, the
“Company”, or “PlasmaTech”, refer to PlasmaTech,
Inc.
Item 1.
|
Description of Business.
|
Business Development
: PlasmaTech, Inc. is a
development stage company, organized on July 14, 2004, in the State of Nevada, to enter
into the design and sale of illuminated signboard products using a plasma lighting
technology produced in China under a patented manufacturing process.
Since inception, we have not been involved in any bankruptcy,
receivership or similar proceeding nor has we been engaged in any material
reclassification, merger, consolidation or purchase or sale of any of our assets not in
the ordinary course of business.
One
of the Company’s principal businesses is the design and marketing of illuminated
signboards using plasma lighting technology. Plasma lighting technology enables the
reproduction of brightly illuminated, photo-quality images onto thin plastic. Plasma
light has the capability of competing in many markets currently dominated by
incandescent, fluorescent and neon lighting. We intend to secure the exclusive North
American and South American marketing rights for this plasma lighting technology from
the agent representing the Chinese patent holder of the manufacturing
process.
The
Company’s Plasma products will compete with traditional signboard lighting
products. Our plasma products provide bright light applications while consuming only a
fraction of the energy required by conventional light sources. The patented process
used to manufacture our plasma products creates a plastic that is thinner than a credit
card but, when powered, illuminates to a brilliance that is two and a half times
brighter than neon lights. We will initially market this technology to the trade show
industry and focus on signage applications in industrial trade show exhibits and
displays such as illuminated banners and wall displays. Future applications may include
general promotional products and safety products.
-4-
On
January 25, 2008 the Company announced the development of an additional website being
NetSaversDirect.com an internet-based money saving system designed to provide
substantial annual savings on items which an average family consumes on a recurring
basis in their regular lifestyle. The Company intends to make this system available to
corporations, organizations, and other affiliate groups such as churches, schools and
unions. These groups will be able to offer their employees or members an authentic
benefit through NetSaversDirect.com which will deliver substantial value at an
affordable price.
NetSaversDirect.com savings will initially be available on everyday
purchases including groceries, entertainment tickets and dining.
The
Company is operated by its officers and directors and does not have any
employees.
Item 2.
|
Description of Property.
|
The
Company’s principle address is Suite 111, 2764 Lake Sahara Drive, Las Vegas,
Nevada, 89117. We rent shared office space. This property arrangement satisfies our
current needs and will be adequate up to the point that the Company begins operations.
At that point, we may be required to rent or lease commercial property that is capable
of providing adequate storage and office space. We anticipate rent on a per month basis
for adequate commercial space will cost the Company approximately $1,500. This estimate
is based upon local commercial spaces with approximately 2,000 - 3,000 square feet of
storage capability and 500 to 1,000 square feet of office space. However, we plan to
continue to utilize the current premises until that space is no longer adequate.
Currently, commercial property has not been secured by the Company and there can be no
assurance that adequate space will be found when needed or if adequate space can be
found at the price we have estimated.
Item 3.
|
Legal Proceedings.
|
The
Company is not a party to any pending legal proceedings and no such proceedings are
known to be contemplated.
No
director, officer, or affiliate of the Company and no owner of record or beneficial
owner of more than 5.0% of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has a
material interest adverse to the Company in reference to pending litigation.
Item 4.
|
Submission of Matters to a Vote of Security
Holders.
|
On
February 1, 2008 by consent of the majority of the Company’s outstanding shares a
resolution was passed to increase the Company’s authorized shares from 75,000,000
to 200,000. The Company also amended its articles of incorporation to eliminate
preemptive rights of holders of common stock.
PART II
Item 5.
|
Market for Common Equity and Related Stockholder
Matters.
|
Currently, the Company’s common shares are listed on the Over the
Counter Bulletin Board Market OTCBB
As
of the fiscal year ended December 31, 2007, the Company had thirty-six (36) active
shareholders of record. The Company has not paid cash dividends and has no outstanding
options.
Item 6.
|
Management’s Discussion, Financial Condition or
Plan of Operation.
|
Plan of Operation
The
Company has not yet generated any revenue from its operations. As of the fiscal year
ended December 31, 2007, the Company had $853 of cash. We anticipate that our current
cash holdings and cash generated from operations will not be sufficient to satisfy our
liquidity requirements over the next 12 months and we will seek to
-5-
obtain additional funds. We will require working capital to support our
marketing campaigns. We anticipate raising additional capital through the sale of our
common stock, debt securities or will seek alternative sources of financing.
If
we are unable to obtain this additional financing, we may be required to reduce the
scope of our planned sales and marketing efforts, which could harm the Company’s
financial condition and operating results. In addition, we may require additional funds
in order to fund a more rapid expansion, to develop new or enhanced services or
products or invest in complementary businesses, technologies, services or products.
This additional funding may not be available on favorable terms, if at all.
There can be no assurance that we will be successful in raising
additional equity financing, and, thus, be able to satisfy the future cash
requirements, which primarily consist of working capital directed towards the
development of the website and marketing campaigns, as well as legal and accounting
fees. The Company depends upon capital to be derived from future financing activities
such as subsequent offerings of our shares. Management believes that if subsequent
private placements are successful, the Company will be able to generate revenue from
sales of the products and achieve liquidity within the following twelve to fourteen
months thereof. However, investors should be aware that this is based upon speculation
and there can be no assurance that we will ever be able reach a level of
profitability.
During the fiscal year ended December 31, 2007, the Company was
primarily focused demonstrating its Plasma Technology to potential reseller and users.
We also on June 12, 2007 received permission to have our common stock quoted on the
Over the Counter Bulletin Board OTCBB.
As
of fiscal year ended December 31, 2007, the Company has not received any orders for its
product.
We
intend to proceed with securing exclusive marketing rights for our plasma products for
North and South America. We estimate that these rights will require a one time fee of
approximately $10,000 and will require minimal annual sales quotas.
We
intend to continue to demonstrate our Plasma sign technology to possible customer and
resellers and we anticipate we will spend approximately $10,000 in direct sales
efforts.
The
Company will also continue to develop its NetSaversDirect web site, we anticipate we
will have to spend an additional $30,000 dollars on software consulting prior to
commercial launch.
Once we
obtain commercial launch of our NetSaversDirect web site we will begin marketing
campaigns including banner exchanges, search engine optimization, and traditional
banner advertising. We anticipate the initial cost to launch an advertising campaign
for NetSaversDirect to be approximately $25,000 dollars.
The
Company does not expect the purchase or sale of any significant equipment and has no
current material commitments, nor has it generated any revenue since its
inception.
We
have no current plans, preliminary or otherwise, to merge with any other
entity.
As
the Company expands its business, it will likely incur losses. We plan on funding these
losses through revenues generated through our marketing activities. If we are unable to
satisfy our capital requirements through our revenue production or if we are unable to
raise additional capital through the sale of our common shares, we may have to borrow
funds in order to sustain our business. There can be no assurance or guarantee given
that we will be able to borrow funds because we are a new business and the future
success of the Company is highly speculative.
Off Balance Sheet Arrangement
As
of the date of this Form 10-KSB, the current funds available to the Company will not be
sufficient to continue maintaining a reporting status. The cost to maintain the
reporting status of the Company for the next twelve months has been estimated at
$15,000. Our officers and directors have indicated to us that he may be willing to
provide the funds required to maintain the reporting status in the form of
a non-secured loan for the next twelve
-6-
months as the
expenses are incurred, if no other
proceeds are obtained by the Company. However, there is no contract in place or written
agreement securing this agreement.
On
March 3, 2008 one of the Company’s directors provided the Company with 15,000
dollars in the form of a non-secured non interesting bearing loan with no repayment
terms.
Other than the above described situation, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors. The term “off-balance sheet arrangement”
generally means any transaction, agreement or other contractual arrangement to which an
entity unconsolidated with the Company is a party, under which the Company has (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to such
entity or similar arrangement that serves as credit, liquidity or market risk support
for such assets.
Item 7.
|
Financial Statements.
|
-7-
PlasmaTech, Inc.
(A
Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS’ DEFICIT
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
-8-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Stockholders and Board of Directors of PlasmaTech, Inc. (a development stage
company)
We have
audited the accompanying balance sheets of PlasmaTech, Inc. (a development stage
company) as of December 31, 2007 and 2006 and the statements of operations,
stockholders’ deficit and cash flows for the years then ended and for the period
from July 14, 2004 (inception) through December 31, 2007. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, these financial statements present fairly, in all material respects, the
financial position of PlasmaTech, Inc. as of September 30, 2007 and 2006 and the
results of its operations and its cash flows for the years then ended and for the
period from July 14, 2004 (inception) through December 31, 2007 in accordance with
accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has incurred losses in developing its business, and further losses are
anticipated and requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in this regard are described in
Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
DALE
MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
March
18, 2008
-9-
PLASMATECH, INC.
(A
Development Stage Company)
BALANCE SHEETS
|
December 31,
2007
|
December 31, 2006
|
|
|
|
|
|
|
ASSETS
|
|
|
|
CURRENT ASSETS
|
|
|
Cash
|
$ 853
|
$ 17,133
|
Prepaid expenses
|
373
|
604
|
|
|
|
|
$ 1,226
|
$
17,737
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
|
|
CURRENT LIABILITIES
|
|
|
Accounts payable and accrued liabilities
|
$ 8,500
|
$ 8,243
|
Due to related party (Note 4)
|
17,704
|
2,704
|
|
|
|
|
26,204
|
10,947
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
Capital stock (Note 3)
|
|
|
Authorized
|
|
|
75,000,000 shares of common stock, $0.001 par
value,
|
|
|
Issued and outstanding
|
|
|
70,920,000 shares of common stock (2006 –
70,920,000)
|
70,920
|
11,820
|
Additional paid-in capital
|
580
|
59,680
|
Deficit accumulated during the development
stage
|
(96,478)
|
(64,710)
|
|
|
|
|
(24,978)
|
6,790
|
|
|
|
|
$ 1,226
|
$ 17,737
|
The
accompanying notes are an integral part of these financial statements.
-10-
PLASMATECH, INC.
(A
Development Stage Company)
STATEMENTS OF OPERATIONS
|
Year ended
December 31,
2007
|
Year ended
December 31, 2006
|
Cumulative results of operations from July 14, 2004
(inception) to December 31, 2007
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
Office and general
|
$ 6,147
|
$ 8,251
|
$ 16,913
|
Consulting fees
|
1,000
|
28,700
|
29,700
|
Professional fees
|
24,621
|
17,860
|
49,865
|
|
|
|
|
NET LOSS
|
$ (31,768)
|
$ (54,811)
|
$ (96,478)
|
|
|
|
BASIC AND DILUTED NET LOSS PER SHARE
|
$ (0.00)
|
$ ( 0.00)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
– BASIC AND DILUTED
|
70,920,000
|
62,851,068
|
The
accompanying notes are an integral part of these financial statements.
-11-
PLASMATECH, INC.
(A
Development Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
FROM
JULY 14, 2004 (INCEPTION) TO DECEMBER 31, 2007
|
Common Stock
|
Additional Paid-in Capital
|
Share Subscription Receivable
|
Deficit Accumulated During the Development
Stage
|
Total
|
Number of shares
|
Amount
|
|
|
|
|
|
|
|
Balance, July 14, 2004
|
-
|
$
-
|
$
-
|
$
-
|
$
-
|
$
-
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
(1,949)
|
(1,949)
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
-
|
-
|
-
|
-
|
( 1,949)
|
(1,949)
|
|
|
|
|
|
|
|
Common stock issued for cash at $0.001 per share –
September 15, 2005 (pre-dividend)
|
7,000,000
|
7,000
|
-
|
-
|
-
|
7,000
|
|
|
|
|
|
|
|
Common stock issued for cash at $0.005 per share -
September 23, 2005 (pre-dividend)
|
2,800,000
|
2,800
|
11,200
|
-
|
-
|
14,000
|
|
|
|
|
|
|
|
Share subscription receivable
|
-
|
-
|
-
|
(7,000)
|
-
|
(7,000)
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
(7,950)
|
(7,950)
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
9,800,000
|
9,800
|
11,200
|
(7,000)
|
(9,899)
|
4,101
|
|
|
|
|
|
|
|
Share subscription receivable
|
-
|
-
|
-
|
7,000
|
-
|
7,000
|
|
|
|
|
|
|
|
Common stock issued for cash at $0.025 per share –
September 1, 2006 (pre-dividend)
|
2,020,000
|
2,020
|
48,480
|
-
|
-
|
50,500
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
(54,811)
|
(54,811)
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
11,820,000
|
11,820
|
59,680
|
-
|
(64,710)
|
6,790
|
|
|
|
|
|
|
|
Stock dividend issued 5 new shares for each outstanding
share – September 17, 2007
|
59,100,000
|
59,100
|
(59,100)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
(31,768)
|
(31,768)
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
70,920,000
|
$ 70,920
|
$ 580
|
$
-
|
$ (96,478)
|
$ (24,978)
|
The
accompanying notes are an integral part of these financial statements
-12-
PLASMATECH, INC.
(A
Development Stage Company)
STATEMENTS OF CASH FLOWS
|
Year ended, December 31,
2007
|
Year ended,
December 31, 2006
|
Cumulative results of operations from July 14, 2004
(inception) to December 31, 2007
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Net loss
|
$ (31,768)
|
$ (54,811)
|
$ (96,478)
|
Changes in operating assets and liabilities
|
|
|
|
Accounts payable and accrued liabilities
|
257
|
1,051
|
8,500
|
Prepaid expenses
|
231
|
(604)
|
(373)
|
Due to related party
|
15,000
|
(200)
|
17,704
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
(16,280)
|
(54,564)
|
(70,647)
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Proceeds from issuance of common shares
|
-
|
57,500
|
71,500
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
57,500
|
71,500
|
|
|
|
|
NET (DECREASE) INCREASE IN CASH
|
(16,280)
|
2,936
|
853
|
|
|
|
|
CASH, BEGINNING
|
17,133
|
14,197
|
-
|
|
|
|
|
CASH, ENDING
|
$ 853
|
$ 17,133
|
$ 853
|
|
|
|
|
Supplemental cash flow information:
Cash
paid for:
The
accompanying notes are an integral part of these financial statements
-13-
PLASMATECH, INC.
(A
Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1
– NATURE OF OPERATIONS AND BASIS OF PRESENTATION
PlasmaTech, Inc. (the “Company”) is in the initial
development stage and has incurred losses since inception totaling $96,478. The Company
was incorporated on July 14, 2004 in the State of Nevada. The Company was organized to
enter into the design and sale of illuminated signboard products. The Company intends
to enter into the production of photo quality images on plastic that light up in a
pre-programmed animated series, requiring minimal amounts of electricity. The
Company’s initial market focus of this technology will be for trade show exhibit
and installation designers within North and South America. To date the Company has had
no business operations.
The
ability of the Company to continue as a going concern is dependent on raising capital
to fund its business plan and ultimately to attain profitable operations. Accordingly,
these factors raise substantial doubt as to the Company’s ability to continue as
a going concern. The Company is funding its initial operations by way of issuing
Founders’ shares and entering into a private placement offering for up to
10,000,000 common shares at $0.005 per share.
NOTE 2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These
financial statements are presented in United States dollars and have been prepared in
accordance with accounting principles generally accepted in the United
States.
Use of
Estimates
The
preparation of financial statements in conformity with US GAAP requires management to
make certain estimates and assumptions that affect the reported amounts and timing of
revenues and expenses, the reported amounts and classification of assets and
liabilities, and disclosure of contingent assets and liabilities. The Company’s
actual results could vary materially from management’s estimates and assumptions.
Significant areas requiring the use of management estimates relate to the determination
expected tax rates for future income tax recoveries and determining the fair values of
financial instruments.
Income Taxes
The
Company uses the asset and liability method of accounting for income taxes pursuant to
SFAS No. 109 "Accounting for Income Taxes". Under this method, deferred income tax
assets and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or
settled.
The
Company adopted the provisions of Financial Accounting Standards Board
(“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes (“FIN 48”), on January 1, 2007. Previously, the Company had accounted
for tax contingencies in accordance with SFAS No.5, Accounting for Contingencies. As
required by Interpretation 48, which clarifies SFAS No. 109, Accounting for Income
Taxes, the Company recognizes the financial statement benefit of a tax position only
after determining that the relevant tax authority would make more likely than not
sustain the position following an audit. For tax positions meeting this standard, the
amount recognized in the financial statements is the largest benefit that has a greater
than 50 percent likelihood of being realized upon ultimate settlement with the relevant
tax authority. At the adoption date, the Company applied Interpretation 48 to all tax
positions for which the statute of limitations remained open. The adoption of FIN 48
did not have a material impact in the financial statements during the year ended
December 31, 2007.
-14-
Net
Loss per Share
The
Company reports basic loss per share in accordance with SFAS No. 128, “Earnings
per Share”. Basic loss per share is computed using the weighted average number of
common shares outstanding during the year. Diluted earnings per share reflect the
potential dilution that could occur if potentially dilutive securities were exercised
or converted to common stock. The dilutive effect of options and warrants and their
equivalent is computed by application of the treasury stock method and the effect of
convertible securities by the “if converted” method. For the years
presented, diluted loss per share is equal to basic loss per share as the effect of the
computations are anti-dilutive.
Financial Instruments
The
carrying value of the Company’s financial instruments, consisting of cash,
accounts payable and accrued liabilities and due to related party approximates their
fair value due to the short maturity of such instruments. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
Stock-based Compensation
The
Company has adopted SFAS No. 123(R), “Share-Based Payment,” which requires
the compensation cost related to share-based payments, such as stock options and
employee stock purchase plans, be recognized in the financial statements based on the
grant-date fair value of the award. As at December 31, 2007 and 2006, the Company has
not adopted a stock option plan and has not granted any stock options. Accordingly, no
stock-based compensation has been recorded to date.
Recent Accounting Pronouncements
In
December 2007, the FASB issued SFAS 141R,
Business
Combinations
. SFAS 141R replaces SFAS 141. The statement
retains the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in the
purchase accounting. It changes the recognition of assets acquired and liabilities
assumed arising from contingencies, requires the capitalization of in-process research
and development at fair value, and requires the expensing of acquisition-related costs
as incurred. The statement will apply prospectively to business combinations occurring
in the Company’s fiscal year beginning January 1, 2010. Management is evaluating
the impact adopting SFAS 141R will have on the Company’s financial
statements.
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial statements. The
Company has not yet determined the impact, if any, that SFAS No. 160 will have on its
financial statements. SFAS No. 160 is effective for the Company’s fiscal year
beginning January 1, 2010.
NOTE 3 – CAPITAL STOCK
The
Company’s authorized capitalization is 75,000,000 common shares with a par value
of $0.001 per share. No preferred shares have been authorized or issued.
On
September 1, 2006, the Company issued 2,020,000 shares of common stock (pre-dividend
issuance) at a price of $0.025 per share to a number of shareholders through a
secondary private placement offering. The Company received $50,500 in proceeds from the
sale of its stock.
On
September 17, 2007 a majority of shareholders and directors of the Company approved a
special resolution to declare a stock dividend of 5 shares of the Company’s
previously unissued common stock for each outstanding share whereby 59,1000,000 common
shares were issued pro-rata to shareholders of the Company as of the record dated on
September 17, 2007.
All
references in these financial statements to number of common shares, price per share
and weighted average number of common shares outstanding prior to the stock dividend
issuance have been adjusted to reflect the stock dividend on a retroactive basis,
unless otherwise noted.
-15-
NOTE
4 – RELATED PARTY TRANSACTIONS
The
Company has received advances from a director of the Company to pay for operating
costs. The amounts due are unsecured, non-interest bearing and have no set terms of
repayment. The amount outstanding as of December 31, 2007 was $17,704 (December 31,
2006 - $2,704).
NOTE 5
– INCOME TAXES
As of
December 31, 2007, the Company had net operating loss carry forwards of approximately
$96,000 that may be available to reduce future years’ taxable income and will
expire commencing in 2024. Availability of loss usage is subject to change of ownership
limitations under Internal Revenue Code 382. Deferred tax benefits which may arise as a
result of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has recorded
a full valuation allowance for the deferred tax asset relating to these tax loss
carryforwards.
During
the year 2007, the Company did not recognize any interest and penalties. Due to the
potential offset of the Company’s operating loss carryforward for any future
activity, the amount attributed to interest and penalties would be
immaterial.
Internal Revenue Code Section 382 places a limitation (the
“Section 382 Limitation”) on the amount of taxable income which can be
offset by net operating loss carryforwards after a change in control (generally greater
than a 50% change in ownership) of a loss corporation. Generally, after a control
change, a loss corporation cannot deduct operating loss carryforwards in excess of the
Section 382 Limitation. Due to these “change in ownership” provisions,
utilization of the net operating loss and tax credit carryforwards may be subject to an
annual limitation regarding their utilization against taxable income in future periods.
The Company has not concluded its analysis of Section 382 through December 31, 2007,
but believes that these provisions will not limit the availability of losses to offset
future income.
Item 8.
|
Changes In and Disagreements With Accountants on
Accounting and Financial
Disclosure
.
|
None.
Item
8a
.
|
Controls and Procedures
|
Within 90 days prior to the end of the period covered by this
report, the registrant carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended ("Exchange Act"). This
evaluation was done under the supervision and with the participation of the
registrant's President and Principal Financial Officer. Based upon that evaluation,
he concluded that the registrant's disclosure controls and procedures are effective
in gathering, analyzing and disclosing information needed to satisfy the
registrant's disclosure obligations under the Exchange
Act.
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over
financial reporting is a process designed under the supervision of the
Company’s Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company’s financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.
As of
December 31, 2007, management assessed the effectiveness of the Company’s
internal control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such assessments.
Based on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This was due
to deficiencies that existed in the design or operation of our internal control over
financial reporting that adversely affected our internal controls and that may be
considered to be material weaknesses.
The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of
a majority of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal controls
and procedures; (2) inadequate segregation of duties consistent with control
objectives; (3) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (4) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses were
identified by the Company's Chief Financial Officer in connection with the audit of our
financial statements as of December 31, 2007 and communicated the matters to our
management.
-16-
Management believes that the material weaknesses set forth in items (2),
(3) and (4) above did not have an affect on the Company's financial results. However,
management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal controls
and procedures can result in the Company's determination to its financial statements
for the future years.
We are
committed to improving our financial organization. As part of this commitment, we will
create a position to segregate duties consistent with control objectives and will
increase our personnel resources and technical accounting expertise within the
accounting function when funds are available to the Company: i) Appointing one or more
outside directors to our board of directors who shall be appointed to the audit
committee of the Company resulting in a fully functioning audit committee who will
undertake the oversight in the establishment and monitoring of required internal
controls and procedures; and ii) Preparing and implementing sufficient written policies
and checklists which will set forth procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and SEC disclosure
requirements.
Management believes that the appointment of one or more outside
directors, who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside directors
on the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the following
material weaknesses (i) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (ii) ineffective controls over period end financial close
and reporting processes. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper segregation
of duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support the Company if
personnel turn over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control and
procedure issues the company may encounter in the future.
We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing basis and
are committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.
Item
8a(T)
This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s
registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.
Item
8b.
|
Changes in Internal Controls
|
There
have been no changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15
under the Exchange Act that occurred during the small business issuer's last fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
-17-
PART III
Item 9.
|
Directors, Executive Officers, Promoters, and Control
Persons.
|
Identification of Directors and Executive Officers
Our
directors and executive officers, their ages and term served are as follows:
Name
|
Age
|
Term Served
|
Title
|
David Saltrelli
|
63
|
Since March 7, 2008
|
President, Secretary Treasurer, Principal Executive
Officer,
Principal Financial Officer and member of the Board of
Directors
|
John McLane
|
59
|
Since September 7, 2008
|
Director
|
There are no other persons nominated or chosen to become directors or
executive officers, nor do we have any employees other than above mentioned officers
and directors.
Our
directors hold office until the next annual meeting of shareholders and the election
and qualification of their successors. Directors receive no compensation for serving on
the board of directors other than reimbursement of reasonable expenses incurred in
attending meetings. Officers are appointed by the board of directors and serve at the
discretion of the board.
Officer and Director Background
:
David
A. Saltrelli
,
President, CEO,
Director, Secretary/Treasurer
Mr.
Saltrelli has been President, CEO, and Secretary/Treasurer since March 7, 2008. Since
2002, Mr. Saltrelli, age 59, has been the President of Fractional Marking &
Consulting, a real estate and marking consulting firm located in Florida. In 1974, Mr.
Saltrelli earned a B.S. Degree in Finance/Economics from St. John Fisher College. In
1976, he earned an MBA Degree from University of Rochester Graduate School of
Management.
John
R. McLane, Director
Mr.
McLane has been a director of the Company since September 5, 2008. Mr. McLane is
currently the President and a principal of Mobius Asset Management, Inc., a Commodity
Trading Advisor in Scottsdale, Arizona and Perfect Travel and Promotions, an Internet
based on-line travel promotional company with thousands of clients nationwide. It is
headquartered in Daytona Beach, Florida. Mr. McLane graduated from Xavier University in
1974 having earned a Batchelor of Arts degree in Political Science.
Significant Employees
The
Company does not, at present, have any employees other than its current officers and
directors. We have not entered into any employment agreements, as we currently do not
have any employees other than the current officers and directors.
Family Relations
There are no family relationships among the directors and officers of
the Company.
Involvement in Legal Proceedings
No
executive officer or director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal proceeding
that is currently pending.
No
executive officer or director of the Company is the subject of any pending legal
proceedings.
No
executive officer or director of the Company is involved in any bankruptcy petition by
or against any business in which they are a general partner or executive officer at
this time or within two years of any involvement as a general partner, executive
officer, or director of any business.
-18-
Item 10.
|
Executive Compensation.
|
Our
current executive officers and directors do not receive any compensation and have not
received any restricted shares awards, options, or any other payouts. As such, we have
not included a Summary Compensation Table.
There are no current employment agreements between the Company and our
executive officer or directors. Our executive officer and directors have agreed to work
without remuneration until such time as we receive sufficient revenues necessary to
provide proper salaries to the officers and compensate the directors for participation.
Our executive officer and the board of directors have the responsibility to determine
the timing of remuneration for key personnel based upon such factors as positive cash
flow to include shares sales, product sales, estimated cash expenditures, accounts
receivable, accounts payable, notes payable, and a cash balance of not less than
$50,000 at each month end. When positive cash flow reaches $15,000 at each month end
and appears sustainable, the board of directors will re-address compensation for key
personnel and enact a plan at that time which will benefit the Company as a whole. At
this time, we cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors or employees of the Company in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed to by
the Company.
Item 11.
|
Security Ownership of Certain Beneficial Owners and
Management Related Shareholder Matters.
|
The
following table sets forth certain information with respect to the beneficial ownership
of our common shares as it relates to our named directors and executive officers, and
each person known to the Company to be the beneficial owner of more than five percent
(5%) of said securities, and all of our directors and executive officers as a
group:
Name and Position
|
Shares
|
Percent
|
Security
|
Christopher J. Brough
Affiliate
|
42,000,000
|
59.2%
|
Common
|
John
R McLane
David A. Saltrelli
====================================================================
Officers and Directors as
David A. Saltrelli
Item 12.
|
Certain Relationships and Related
Transactions.
|
Currently, there are no contemplated transactions that the Company may
enter into with our officers, directors or affiliates. If any such transactions are
contemplated, we will file such disclosure in a timely manner with the Commission on
the proper form making such transaction available for the public to view.
The
Company has no formal written employment agreement or other contracts with our current
officers and there is no assurance that the services to be provided by them will be
available for any specific length of time in the future The amounts of compensation and
other terms of any full time employment arrangements would be determined, if and when,
such arrangements become necessary.
-19-
The
following exhibits are incorporated into this Form 10-KSB Annual Report:
Exhibit
3.1
|
Articles of Incorporation (1)
|
3.2
|
Bylaws of PlasmaTech, Inc. (2)
|
31.1
|
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
|
31.2
|
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
|
32.1
|
Certification of Chief Executive Officer Under Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-
|
32.2
|
Certification of Chief Financial Officer Under Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-
|
(1)
Incorporated by reference from the Company’s Form SB-2 filed with the Commission
on April 20, 2006.
(2)
Incorporated by reference from the Company’s Form SB-2 filed with the Commission
on April 20, 2006.
*
|
Included in Exhibit 31.1
|
**
|
Included in Exhibit 32.1
|
Item 14.
|
Principal Accounting Fees and
Services.
|
During the fiscal year ended December 31, 2007, we incurred
approximately $11,000 in fees to our principal independent accountant for professional
services rendered in connection with the audit of our financial statements for the
fiscal year ended December 31, 2007 and for the review of our financial statements for
the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.
During the fiscal year ended December 31, 2007, we did not incur any
other fees for professional services rendered by our principal independent accountant
for all other non-audit services which may include, but not limited to, tax-related
services, actuarial services or valuation services.
Signatures
In
accordance with the requirements of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 2, 2008
|
By:
|
/s/ David A. Saltrelli
|
|
------------------------------
|
|
President, Secretary Treasury, Principal Executive
Officer and
|
|
Principal Financial Officer and
Director
|
-20-