UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF
1934
For the quarterly period ended
September 30, 2007
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to
________.
Commission File No. 000-52633
PLASMATECH, INC.
(Exact name of registrant as specified in its
charter)
Nevada
56-2474226
(State or other jurisdiction
of
(I.R.S. Employer
incorporation or
organization)
Identification No.)
|
2764 Lake Sahara Drive, Suite 111
Las Vegas, Nevada 89117
(Address of principal executive offices)
(702) 851-1330
(Issuer’s
telephone
number)
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (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 shell
company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
Yes
[X]
No
[
]
As of
September 30,
2007 there were 11,820,000 shares of the Registrant’s common stock, $0.001 par
value per share, outstanding.
Transitional Small Business Disclosure Format (check
one): Yes
[ ]
No
[X]
PLASMATECH, INC.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD ENDED
SEPTEMBER
30
, 2007
INDEX
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Page
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Part
I
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FINANCIAL
INFORMATION
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Item
1.
Financial
Statements
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3
|
|
|
|
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Balance
Sheets
as of
September 30,
2
007
(unaudited) and December 31, 2006
|
5
|
|
|
|
|
Statements of
Operations – for the three months ended
September 30,
2007 and 2006, nine months ended September 30, 2007 and 2006 and from
inception to
September 30,
2007 (unaudited)
|
6
|
|
|
|
|
Statements of
Cash Flows for the
nine
months
ended
September
30,
2007 and
2006
and from
inception
to September
30, 2007
(
unaudited)
|
7
|
|
|
|
|
Notes to Unaudited Financial Statements
|
8
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|
|
|
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Item 2. Management’s
Discussion and Analysis and Plan of Operation
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8
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|
|
|
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Item 3. Controls and
Procedures
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10
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|
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Part
II.
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OTHER
INFORMATION
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|
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Item
1. Legal Proceedings
|
10
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|
Item
2. Unregistered Sales of Equity Securities and
Use of Proceeds
|
10
|
|
Item
3. Defaults Upon Senior Securities
|
10
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
10
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|
Item
5.
Other
Information
|
10
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|
Item 6. Exhibits
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11
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Signatures
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1
1
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Certifications
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1
2
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-2-
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Form 10-QSB release contains “forward-looking
statements.” In some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “should,”
“could,” “expects,” “plans,” “intends,”
“anticipates,” “believes,” “estimates,”
“predicts,” “potential” or “continue” or the
negative of such terms and other comparable terminology. These forward-looking
statements include, without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we pursue our business
plan, and the adequacy of our available cash resources. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Actual
results may differ materially from the predictions discussed in these forward-looking
statements. The economic environment within which we operate could materially affect
our actual results. Additional factors that could materially affect these
forward-looking statements include, among other things, the company’s ability to
(i) adapt to rules and regulations that may be promulgated that affect how PlasmaTech
must conduct its business and operations; (ii) market and distribute its product; (iii)
secure capital to continue operations; (iv) achieve and manage growth; and (v) develop
or acquire new technology to effectively provide new and/or better products, and other
factors discussed in PlasmaTech, Inc’s filings with the Securities and Exchange
Commission (“SEC”).
Our management has included projections and estimates in
this Form 10-QSB, which are based primarily on management’s experience in the
industry, assessments of our results of operations, discussions and negotiations with
third parties and a review of information filed by our competitors with the Securities
and Exchange Commission or otherwise publicly available. We caution readers not to
place undue reliance on any such forward-looking statements, which speak only as of the
date made. We disclaim any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
-3-
PART I. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PlasmaTech, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER
30, 2007
(Unaudited)
BALANCE
SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
-4-
PLASMATECH, INC.
(A Development Stage Company)
BALANCE SHEETS
|
September
30,
2007
(Unaudited)
|
December 31, 2006
|
|
|
|
ASSETS
|
|
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CURRENT ASSETS
|
|
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Cash
|
$
68
|
$ 17,133
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Prepaid expenses
|
176
|
604
|
|
|
|
|
$
244
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$ 17,737
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|
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|
|
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|
LIABIL
ITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
CURRENT LIABILITIES
|
|
|
Accounts payable and accrued
liabilities
|
$
10,210
|
$
8,243
|
Advances from related party
|
2,704
|
2,704
|
|
|
|
|
12,914
|
10,947
|
|
|
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|
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STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
|
Capital
stock
|
|
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Authorized
|
|
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75
,000,000 shares of
common stock, $0.001 par value,
|
|
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Issued
and
outstanding
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11,820,000
shares of common stock (December 31, 2006
– 11,820,000)
|
11,820
|
11,820
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Additional
paid-in capital
|
59,680
|
59,680
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Deficit
accumulated during the development stage
|
(84,170
)
|
(64,710)
|
|
|
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(12,670
)
|
6,790
|
|
|
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$
244
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$ 17,737
|
The accompanying notes are an integral part of these
financial statements.
-5-
PLASMATECH, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
Three months
ended
September
30,
2007
|
Three months
ended
September
30, 2006
|
Nine
months ended
September
30, 2007
|
Nine
months
ended
September
30,
2006
|
Period from July 14, 2004 (date of inception)
to
September
30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
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EXPENSES
|
|
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|
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Office and general
|
$
2,994
|
$
5,391
|
$
5,159
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$
6,519
|
$ 15,925
|
Consulting Fee
|
-
|
27,700
|
-
|
28,700
|
28,700
|
Professional
fees
|
4,301
|
1,710
|
14,301
|
10,210
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39,545
|
|
|
|
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NET LOSS
|
$
7,295
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$
34,801
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$ 19,460
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$
45,429
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$
84,170
|
|
|
|
|
|
BASIC AND
DILUTED NET LOSS PER SHARE
|
$
-
|
$
-
|
$
-
|
$
-
|
|
|
|
|
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND
DILUTED
|
11,820,000
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10,458,696
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11,820,000
|
10,021,978
|
The accompanying notes are an integral part of these
financial statements.
-6-
PLASMATECH, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
|
Nine
months ended,
September
30,
2007
|
Nine
months ended
September
30, 2006
|
Period from July 14, 2004 (date of inception)
to
September
30, 2007
|
|
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CASH FLOWS USED IN OPERATING
ACTIVITIES
|
|
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Net
loss
|
$
(19,460
)
|
$
(45,429
)
|
$
(84,170
)
|
Changes in
operating assets and liabilities:
|
|
|
|
Accounts
payable and accrued liabilities
|
1,967
|
(4,155
)
|
10,210
|
Advances from
related party
|
-
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(200)
|
2,704
|
Prepaid expenses
|
428
|
(104
)
|
(176)
|
|
|
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NET CASH USED IN OPERATING
ACTIVITIES
|
(17,065
)
|
(49,888
)
|
(71,432
)
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|
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES
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Proceeds from
sale of common
shares
|
-
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55,500
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71,500
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NET INCREASE (DECREASE) IN
CASH
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(17,065
)
|
5,612
|
68
|
|
|
|
|
CASH, BEGINNING
|
17,133
|
14,197
|
-
|
|
|
|
|
CASH, ENDING
|
$
68
|
$
19,809
|
$
68
|
|
|
|
|
Supplemental cash flow information and non-cash financing
activities:
Cash paid for:
The accompanying notes are an integral part of these
financial statements.
-7-
PLASMATECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER
30,
2007
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited interim
financial statements have been prepared in accordance
with generally accepted accounting principals for interim financial information and
with the instructions to Form 10-QSB of Regulation S-B. 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, 2006 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
nine
months ended
September
30, 2007
are not necessarily indicative of the results that may be expected for the year ending
December 31, 2007.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
Management’s Discussion and
Analysis
You should read the following discussion and analysis of our financial condition and
results of operations together with our financial statements and related notes
appearing elsewhere in this Form 10-QSB. This discussion and analysis contains
forward-looking statements that involve risks, uncertainties and assumptions. Our
actual results may differ materially from those anticipated in these forward-looking
statements.
Plan of Operation
The Company (hereinafter referred to as
“PlasmaTech”, the “Company,” “we”,
“our” or “us”), has not yet generated any revenue from its
operations. As of
September 30, 2007 the
Company had
$68
of cash on hand.
We anticipate that its current cash holdings and cash generated from operations will
not be sufficient to satisfy its liquidity requirements over the next 12 months
and
we
will
seek to obtain additional funds. We will require working capital to support our
marketing
activities, such as
attending
trade
shows to demonstrate
our
product, and pay legal and accounting fees. 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
finance
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
to satisfy our
future cash requirements,
which
is
primarily
working capital
for
the development
of
our
website and
carrying
out our
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, we will be able to
-8-
generate revenue from sales of the products and achieve
liquidity within the
next
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 quarter ending
September 30,
2007 the Company was primarily focused on market research and customer
identification.
As of
September 30, 2007 the
Company has not received any orders for its product.
We intend to proceed with securing exclusive marketing
rights for the
Company’s 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 minimum annual sales quotas.
We plan
to
continue
our
marketing activities during the next twelve months by
initiating the development of our website and launching direct email and telephone
marketing activities directed at trade show design companies who may be interested in
purchasing or licensing our products. We estimate that it will cost $10,000 to develop
the website and $4,000 for direct email and telephone marketing.
We anticipate visiting up to ten high profile trade show design companies to solicit
product orders from qualified customers. We estimate the travel cost to attend these
shows will be $20,000. After obtaining product orders from at least ten
“flagship” customers, we plan to finance
further, more extensive, marketing activities
and
solicit product
orders from major trade show design companies across North America. We intend to hire a
commission sales person
or persons
to promote the
Company’s product line within its primary market,
the trade show management and promotions industry. The
Company anticipates that the sales cycle (the length of
time between initial customer contact and the completion of the sale) will be a minimum
of 90 days.
We also plan to design and order additional samples of
our plasma lighting products. We will purchase additional samples from various
manufacturers in China and refine our technical requirements, specifications and
pricing based on customer needs as determined from our marketing activities. We
estimate that these samples will cost $22,000. We will also continue to identify a
company or companies in China that will be able to manufacture and supply the signs
according to our specifications and standards. We anticipate that it will be necessary
to travel to China in order to finalize contractual terms and conditions with
our
chosen sign
supplier(s). While in China we will also initiate arrangements for the shipping and
distribution of our product from the factory in China to its customers in North
America. The cost of securing product and arranging delivery is expected to total
$7,000.
We do
not
expect
to
purchase or
sell
any significant
equipment,
have
no current material commitments nor
have we generated any revenue since
inception.
We have no current plans, preliminary or otherwise, to merge with any other entity.
As the
Company expands its business,
we
will likely incur
losses. We plan on funding these losses through revenues generated
from
our marketing
activities. If we are unable to satisfy
our
capital requirements through
revenue production or 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. We cannot give any assurance or guarantee 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 Arrangements
As of the date of this Form 10-QSB, the current funds
available to the Company will not be sufficient to continue to be able to meet
our
reporting
obligations as a “reporting issuer” under the Securities Exchange Act of
1934, as amended. The cost to maintain the reporting status of the Company for the next
twelve months has been estimated at $15,000. The Company’s officer and director,
Christopher Brough, has indicated to the Company 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 months as the expenses are incurred, if no other proceeds are obtained.
However, there is no contract in place or written agreement securing this
undertaking. Management believes if the Company cannot
maintain its reporting status with the SEC it will have to cease all efforts directed
towards the Company. As such, any investment previously made would be lost in its
entirety.
-9-
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. 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
3. CONTROLS AND PROCEDURES
As of the
period covered by this report, PlasmaTech carried out an evaluation, under the
supervision and with the participation of its management, including Christopher Brough,
PlasmaTech’s
p
resident,
who also currently acts as
the
Company’s
principal
financial officer, of the design and operation of its disclosure controls and
procedures. Based on this evaluation, PlasmaTech’s
p
resident
concluded that
the
Company’s
’
disclosure controls and procedures are effective for the gathering, analyzing and
disclosing of information that
the
Company
is
required to disclose in the reports it files under the Securities Exchange Act of 1934,
within the time periods specified in the SEC’s rules and forms. There have been
no significant changes in the
Company
’s
internal controls or in other factors that could significantly affect the internal
controls subsequent to the date of this evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS.
The Company is not currently subject to any legal
proceedings. From time to time, the Company may become subjected to litigation or
proceedings in connection with its business, as either a plaintiff or defendant. There
are no such pending legal proceedings to which the Company is a party that, in the
opinion of management, is likely to have a material adverse effect on the
Company’s business, financial condition or results of operations.
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.
Appointment of Director
Effective September 5,
2007, the
Company’s
board of directors
appointed Mr. John R. McLane
as a director.
From July 2006 until August 2007, Mr. McLane was
p
resident, CEO and a
member of
the
b
oard
of
d
irectors of Immureboost,
Inc., formerly
known as
eSavingsStore.com, a
publicly
traded
company
.
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 headquartered in Daytona Beach,
Florida.
Mr.
McLane graduated from Xavier University in 1974 having earned a Bachelor of
Arts degree in Political
Science.
-10-
ITEM 6.
EXHIBITS.
Exhibit No.
Description
3.1
Articles of Incorporation of the Company (incorporated by reference to the
Company's
Registration Statement on Form SB-2 filed on April 20, 2006).
3.2 Bylaws (incorporated by
reference to the Company’s Registration Statement on
Form SB-2 filed on April 20, 2006).
31.1 Certification of Principal
Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley
Act
of 2002.
32.1
Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002.
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.
(Name of Registrant)
Date:
November
14,
2007
By:
/s/ Christopher
Brough
_
Christopher
Brough
President, Principal Executive Officer,
and
Principal Financial Officer
-11-