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
|
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.
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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
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.
Yours Truly,
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 5, 2007
|
Director
|
-
16-
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.
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
-17-
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
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.
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
Act of 1934.*
|
-18-
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: March 18, 2008
|
By:
|
/s/ David A. Saltelli
|
|
President, Secretary Treasury, Principal
Executive Officer and
|
|
Principal Financial Officer and
Director
|
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