SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended:
March 31,
2008
|_| TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File
Number
333-133427
PLASMATECH, INC.
(Exact name of
registrant
as specified in its
charter)
Nevada
56-2474226
(State of
or other jurisdiction of
incorporation
or
organization)
(IRS
Employer Identification No.)
2764 Lake Sahara Drive, Suite 111, Las Vegas, Nevada
89117
(Address of principal
executive offices)
(Zip Code)
(702)
851-
1330
(
Registrant’s
telephone number,
including area code)
Indicate by check
mark
whether the
registrant
(1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934
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 [
]
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.
|
Large accelerated filer ( )
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Accelerated filer
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( )
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Non-accelerated filer ( )
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(Do not check if smaller reporting company)
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Smaller reporting company
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( 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 [ ]
Indicate
the number of shares
outstanding of each of the issuer’s classes of common equity, as of the latest
practicable date: As of
March 31
200
8, the registrant
had
70,920,000
shares of common stock,
$0.001 par value, issued and outstanding.
Index
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Page Number
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PART I – FINANCIAL
INFORMATION
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Item 1. Financial
Statements
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Balance Sheets as of March 31, 2008 and
December 31, 2007 (audited)
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4
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Stockholders’ Equity (Deficit)
from inception (July 14, 2004 ) to March 31, 2008
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4
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Interim
Statements of Operations for three months ended
March 31, 2008
for three months ended March 31, 2007
and cumulative from inception (July 14, 2004)
to March 31,
2008
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5
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Interim Statement of Cash
Flows for three months ended
March 31, 2008 for three month ended March 31, 2007
and cumulative from inception to March 31, 2008
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6
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Notes to Interim Financial Statements to
March 31, 2008
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7
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Item 2. Management’s Discussion and
Analysis
or Plan of Operation
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8
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Item 3. Controls and Procedures
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10
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PART II – OTHER
INFORMATION
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Item 1. Legal Proceedings
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12
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Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
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12
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Item 3. Defaults Upon Senior
Securities
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12
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Item 4. Submission of Matters to a Vote of
Security Holders
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12
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Item 5. Other Information
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12
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Item 6. Exhibits
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13
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-2-
PlasmaTech,
Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2008
(unaudited)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
-3-
PLASMATECH,
INC.
(A Development Stage Company)
BALANCE SHEETS
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March 31,
2008
(unaudited)
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December 31, 2007
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ASSETS
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CURRENT ASSETS
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Cash
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$
7,183
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$ 853
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Prepaid
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46
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373
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$
7,229
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$
1,226
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LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
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CURRENT LIABILITIES
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|
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Accounts payable and accrued
liabilities
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$
13,155
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$
8,500
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Due to related party
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27,704
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17,704
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40,859
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26,204
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STOCKHOLDERS’ EQUITY
(DEFICIT)
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Capital
stock
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Authorized
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75
,000,000 shares of
common stock, $0.001 par value,
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Issued
and
outstanding
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70,920,000
shares of common stock (2007 –
70,920,000)
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70,920
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70,920
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Additional
paid-in capital
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580
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580
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Deficit
accumulated during the development stage
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(105,130)
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(96,478)
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(33,630)
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(24,978)
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$
7,229
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$ 1,226
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The accompanying notes are an integral part of these
financial statements
-4-
PLASMATECH, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
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Three months
ended
March 31,
2008
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Three months
ended
March 31,
2007
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Cumulative results of operations from July
14, 2004 (inception) to March 31,
2008
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EXPENSES
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Office and general
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$ 2,747
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$ 914
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$ 19,660
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Consulting fees
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-
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-
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29,700
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Professional
fees
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5,905
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4,500
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55,770
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NET LOSS
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$ (8,652)
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$ (5,414)
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$ (105,130)
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BASIC AND DILUTED NET LOSS PER
SHARE
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$ (0.00)
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$ ( 0.00)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING – BASIC AND DILUTED
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70,920,000
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70,920,000
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The accompanying notes are an integral part of these
financial statements
-5-
PLASMATECH, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
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Three months ended,
March 31,
2008
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Three months ended,
March 31, 2007
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Cumulative results of operations from July
14, 2004 (inception) to March 31, 2008
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CASH FLOWS FROM OPERATING
ACTIVITIES
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Net
loss
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$ (8,652)
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$ (5,414)
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$ (105,130)
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Changes in
operating assets and liabilities
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Accounts
payable and accrued liabilities
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4,655
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(5,250)
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13,155
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Advances from related party
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10,000
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-
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27,704
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Prepaid expenses
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327
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(46)
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(46)
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NET CASH PROVIDED USED IN OPERATING
ACTIVITIES
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6,330
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(10,710)
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(64,317)
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CASH FLOWS FROM FINANCING
ACTIVITIES
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Proceeds from
sale of common stock
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-
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-
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71,500
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NET CASH PROVIDED BY FINANCING
ACTIVITIES
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-
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-
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71,500
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NET INCREASE (DECREASE) IN
CASH
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6,330
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(10,710)
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7,183
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CASH, BEGINNING
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853
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17,133
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-
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CASH, ENDING
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$ 7,183
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$ 6,423
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$ 7,183
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Supplemental cash flow information and non-cash financing
activities:
Cash paid for:
The accompanying notes are an integral part of these
financial statements
-6-
PLASMATECH, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
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MARCH 31, 2008
(unaudited)
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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 $105,130.
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.
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with generally accepted accounting
principals for interim financial information and with the instructions to Form 10-Q.
They do not include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements. However, except as
disclosed herein, there have been no material changes in the information disclosed in
the notes to the financial statements for the year ended December 31, 2007 included in
the Company’s Report on Form 10-KSB filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be read in conjunction
with those financial statements included in the Form 10-KSB. In the opinion of
management, all adjustments considered necessary for a fair presentation, consisting
solely of normal recurring adjustments, have been made. Operating results for the three
months ended March 31, 2008 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008.
-7-
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of this report includes a number of
forward-looking statements that reflect our current views with respect to future events
and financial performance. Forward looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar expressions or
words which, by their nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply only as of the date of this
report. These forward looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our
predictions
Overview
Business
Development
:
PlasmaTech, Inc.
i
s 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.
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.
Plan of Operation
The Company
has not yet generated any revenue from its operations. As
of
the fiscal quarter ended March
31, 2008,
the
Company
had
$7,183
of cash.
We incurred operating expenses in the amount
of
-8-
$8,652 in the quarter ended March 31, 2008. 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 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.
Over the next 12 month period we must raise capital and
continue with the marketing of our Plasma technology and the continued development of
our NetSaversDirect web site. The Company intends to focus more effort on its
NetSaversDirect.com website, once competed, we will begin a multi-focused marketing
plan to garner awareness for our site.
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 intend to approach additional service providers and goods manufactures for
discounted products and services to offer while generating advertising revenues for the
NetSaversDirect web site.
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.
-9-
Off Balance Sheet Arrangement
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 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.
The company is dependent upon the sale of its common shares to obtain the funding
necessary to carry our business plan. Our President, David Satrelli has undertaken to
provide the Company with operating capital to sustain our business over the next twelve
month period, as the expenses are incurred, in the form of a non-secured loan. However,
there is no contract in place or written agreement securing these agreements. Investors
should be aware that Mr. Satrelli’s expression is neither a contract nor
agreement between him and the company.
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 the Company's financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required
ITEM 4. CONTROLS AND PROCEDURES
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 March 31, 2008 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 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.
-10-
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 review of our financial statements as of March 31, 2008 and communicated the
matters to our management.
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.
-11-
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 4b. 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 theExchange 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.
PART II. OTHER INFORMATION
ITEM 1. 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 issuer and no owner of record or beneficiary
of more than 5% of the securities of the issuer, or any security holder is a party
adverse to the small business issuer or has a material interest adverse to the small
business issuer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On March 7, 2008 Christopher Brough the company’s President, Chief Execute
Officer, Chief Financial Officer, Secretary, Treasurer and member of the Board of
Directors resigned. Concurrent with Mr. Brough’s resignation, Mr. David Satrelli
was appointed President, Chief Execute Officer, Chief Financial Officer, Secretary,
Treasurer and member of the Board of Directors.
-12-
ITEM 6. EXHIBITS
3.1 Articles of Incorporation [1]
3.2 By-Laws [1]
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief
Financial Officer *
32.2 Section 1350
Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer
**
[1] Incorporated by reference from the Company’s filing with
the Commission on
April
20, 2006
* Included in Exhibit 31.1
** Included in Exhibit
32.1
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLASMATECH, INC.
BY:
/s/ David
Satrelli
_______
David Satrelli
President, Secretary
Treasurer, Principal Executive Officer,
Principal Financial Officer and sole Director
Dated:
May 14, 2008
-13-