UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
[X]
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly
period ended June 30, 2008-09-08
[
]
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition
period from _____ to _____
Commission File
Number: 0000-52633
PLASMATECH, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-52633
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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777 N.
Rainbow Blvd., Suite 250
Las
Vegas, Nevada 89107
(Address of principal executive offices and Zip Code)
(702)
851-1330
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
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. [X] Yes [ ] 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. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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[
]
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Accelerated
filer
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[
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Non-accelerated
filer
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[
]
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(Do not check if
a smaller reporting company)
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Smaller
reporting company
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[X]
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Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). [X] Yes [ ] No
Indicate
the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date.
As
of June 30, 2008, there were 70,920,000 shares of common stock issued and
outstanding.
PlasmaTech, Inc.
(A
Development Stage Company)
FINANCIAL STATEMENTS
June
30, 2008
(unaudited)
BALANCE
SHEETS
STATEMENTS OF
OPERATIONS
STATEMENTS OF CASH
FLOWS
NOTES TO FINANCIAL
STATEMENTS
PLASMATECH, INC.
(A
Development Stage Company)
BALANCE SHEETS
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June 30,
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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$
75,312
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$
853
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Prepaid
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50,046
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373
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TOTAL
CURRENT ASSETS
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$
125,358
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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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Accounts
payable and accrued liabilities
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$
8,754
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$
8,500
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Due
to related party
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27,104
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17,704
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..Due
to third party
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128,000
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0
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TOTAL
CURRENT LIABILITIES
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$
163,858
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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, $0.001 par value,
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Issued and outstanding
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70,920,000 shares of common stock (2007 70,920,000)
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70,920
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70,920
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Additional paid-in capital
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580
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580
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Deficit
accumulated during the development stage
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(110,000)
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(96,478)
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TOTAL
STOCKHOLDERS EQUITY
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(38,500)
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(24,978)
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TOTAL
LIABILITIES AND STOCKHOLDERS EQUITY
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$
125,358
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$
1,226
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The
accompanying notes are an integral part of these financial statements
PLASMATECH, INC.
(A
Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
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Three months
ended
June 30,
2008
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Three months
ended
June 30,
2007
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Six months
ended
June 30,
2008
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Six months
ended
June 30,
2007
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Cumulative results of operations from July 14, 2004
(inception) to June 30,
2008
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EXPENSES
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Office
and general
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$
(2,770)
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$
(1,251)
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$
(5,517)
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$
(2,165)
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$
(22,430)
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Consulting
fees
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-
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-
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-
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-
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(29,700)
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Professional
fees
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(2,100)
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(5,500)
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(8,005)
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(10,000)
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(57,870)
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NET
LOSS
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$
(4,870)
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$
(6,751)
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$
(13,522)
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$
(12,165)
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$
(110,000)
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BASIC AND DILUTED NET LOSS PER SHARE
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$
-
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$
-
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$
-
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$
-
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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
PLASMATECH, INC.
(A
Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
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Three months ended,
June 30,
2008
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Three months ended,
June 30,
2007
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Six months ended,
June 30,
2008
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Six months ended,
June 30, 2007
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Cumulative results of operations from July 14, 2004
(inception) to June 30, 2008
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CASH FLOWS
FROM OPERATING ACTIVITIES
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Net
loss
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$
(4,870)
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$
(6,751)
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$
(13,522)
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$
(12,615)
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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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(4,400)
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1,117
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255
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(4,133)
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13,155
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Advances
from related
party
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(600)
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-
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9,400
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-
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27,704
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Loan from third
party
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128,000
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-
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128,000
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-
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128,000
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Prepaid
expenses
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(50,000)
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474
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(49,673)
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428
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(46)
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NET CASH
PROVIDED USED IN OPERATING ACTIVITIES
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68,130
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(5,160)
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74,460
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(15,870)
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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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-
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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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-
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71,500
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NET INCREASE
(DECREASE) IN CASH
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68,130
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(5,160)
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74,460
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(15,870)
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7,183
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CASH,
BEGINNING
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7,183
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6,423
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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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$
75,313
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$
1,263
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$
75,313
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$
1,263
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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
PLASMATECH, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
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June 30, 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 $110,000. 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 Companys 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 Companys 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 six
months ended June 30, 2008 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2008.
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. 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 Companys 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
Companys 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 June 30, 2008, the Company had $75,312 of cash.
We incurred operating expenses in the amount of $4,870 in the quarter ended June
30, 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 Companys
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.
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 Saltrelli 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. Saltrellis
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
4T. 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 Companys internal control over
financial reporting is a process designed under the supervision of the Companys
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Companys financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
As of
June 30, 2008 management assessed the effectiveness of the Companys 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.
The
matters involving internal controls and procedures that the Companys 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 June 30, 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.
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.
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.
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
1A. Risk Factors
Not
applicable.
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
None
Item
6. Exhibits
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Exhibit No.
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Document
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Location
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3.1
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Articles of
Incorporation
|
Previously Filed
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3.2
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Bylaws
|
Previously Filed
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14.1
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Code of Business Conduct and
Ethics
|
Previously Filed
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99.1
|
Certification
of the Chief Executive Officer of the Company pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
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Oxley Act of 2002
|
Included
|
99.1
|
Certification
of the Chief Executive Officer of the Company pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Included
|
99.2
|
SB-2
Registration Statement
|
Previously
Filed
|
SIGNATURES
Pursuant to the
requirements 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.
PLASMATECH,
INC.
/s/
David A. Saltrelli
David
A. Saltrelli
President,
Secretary Treasury, Principal Executive Officer and Principal Financial Officer
and Director