10-Q/A 1 v135853_10qa.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

o 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: 0-52128

PLASTINUM POLYMER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Delaware		20-4255141
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10100 Santa Monica Blvd., Suite 300

Los Angeles, CA 90067

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 651-9972

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 o

Indicate by check mark whether the registrant is a large accelerated file, an accelerated file, 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 .

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value $.01 per share (the "Common Stock"), as of November 4, 2008 was 97,078,350.

PLASTINUM POLYMER TECHNOLOGIES CORP.

Form 10-Q

For the Quarter Ended September 30, 2008

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheet	3
	Condensed Consolidated Statements of Losses	4
	Condensed Consolidated Statement of Stockholders’ Deficiency	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Item 4T.	Controls and Procedures	18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q (“Amendment No. 1”) amends the Quarterly Report of Plastinum Polymer Technologies Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 12, 2008 (the “Original Filing”). This Amendment No. 1 is being filed to (i) revise the cautionary language regarding “forward-looking statements”, (ii) supplement the disclosure regarding our business, (iii) revise the disclosure regarding Results of Operations and Liquidity and Capital Resources, (iv) revise the discussion regarding Disclosure Controls and Procedures and Internal Control over Financial Reporting, and (v) revise the certifications included as Exhibits 31.1 and 31.2.

We have not updated the information contained herein for events occurring subsequent to November 12, 2008, the filing date of the Original Filing.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2008 (Unaudited) AND DECEMBER 31, 2007

	September 30,			December 31,
	2008			2007
	(Unaudited)
Assets

Current assets:
Cash	$	832,893		$	925,000
Prepaid expense		5,190			3,465
Value added tax refunds receivable		82,384			78,064

Total current assets		920,467			1,006,529

Equipment, net		284,015			7,208

Security deposit		16,031			-
Advances receivable - former parent		269,522			192,042

Total assets	$	1,490,035		$	1,205,779

Liabilities and deficiency in stockholders' equity

Current liabilities:

Accounts payable	$	337,396		$	235,028
Accrued salary		625,836			120,000
Accrued interest		89,205			59,178
Due to stockholder		18,629			492,439

Total current liabilities		1,071,066			906,645

Bank guarantee payable		16,031			-
Convertible notes payable, net of discount of $53,122 and $77,920		446,878			422,080

Total liabilities		1,533,975			1,328,725

Redeemable preferred stock, Series B; par value $.01 per share; 120,000 shares authorized, 61,650 and 21,050 shares issued and outstanding, respectively, net (Face value $6,165,000 and $2,105,000, respectively)		5,409,400			1,523,597

Deficiency in stockholders' equity:

Preferred stock, undesignated, par value $.01 per share; 9,880,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $.01 per share; 250,000,000 shares authorized, 97,014,088 and 96,953,722 shares issued and outstanding, respectively		970,141			969,537
Additional paid-in capital		9,857,922			9,465,997
Other comprehensive income		(54,779	)		(52,496	)
Accumulated deficit prior to development stage		(4,221,982	)		(4,221,982	)
Deficit accumulated during the development stage		(12,004,642	)		(7,807,599	)

Total deficiency in stockholders' equity		(5,453,340	)		(1,646,543	)

Total liabilities and deficiency in stockholders' equity	$	1,490,035		$	1,205,779

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF LOSSES

(Unaudited)

													Cumulative Period
													from April 7, 2003
													(date of inception as
													a development stage
													enterprise) to
	Three Months ended September 30,						Nine Months ended September 30,						September 30,
	2008			2007			2008			2007			2008

Operating expenses:
General and administrative expenses	$	1,055,231		$	438,300		$	2,852,817		$	1,130,493		$	7,810,073
Depreciation and amortization		4,820			-			7,839			-			115,942
Research and development		322,371			120,584			1,286,760			623,927			3,928,874

Total operating expenses		1,382,422			558,884			4,147,416			1,754,420			11,854,889

Loss from operations		(1,382,422	)		(558,884	)		(4,147,416	)		(1,754,420	)		(11,854,889	)

Interest expense, net		(15,457	)		(18,408	)		(49,627	)		(54,616	)		(149,753	)

Loss before provision for income taxes		(1,397,879	)		(577,292	)		(4,197,043	)		(1,809,036	)		(12,004,642	)

Provision for income taxes		-			-			-			-			-

Net loss		(1,397,879	)		(577,292	)		(4,197,043	)		(1,809,036	)		(12,004,642	)

Accretion of preferred dividends and discount		(200,403	)		-			(425,123	)		-			(481,157	)

Net loss attributable to common shareholders	$	(1,598,282	)	$	(577,292	)	$	(4,622,166	)	$	(1,809,036	)	$	(12,485,799	)


Net loss per common share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.02	)

Weighted average shares outstanding		97,014,088			95,728,249			96,999,776			85,103,075

Comprehensive loss:
Net loss	$	(1,397,879	)	$	(577,292	)	$	(4,197,043	)	$	(1,809,036	)
Foreign currency translation income (loss)		11,903			5,606			(2,283	)		(4,794	)

Comprehensive loss	$	(1,385,976	)	$	(571,686	)	$	(4,199,326	)	$	(1,813,830	)

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

(Unaudited)

														Accumulated Deficit
											Additional			Prior to			During			Other
	Common Stock				Common Stock to be Issued						Paid-in			Development			Development			Comprehensive			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Stage			Stage			Income			Deficiency

Balance, December 31, 2002		49,998,260	$	499,983		-		$	-		$	3,829,789		$	(4,196,122	)	$	-		$	-		$	133,650

Net loss from January 1, 2003 to April 7, 2003		-		-		-			-			-			(25,860	)		-			-			(25,860	)

Balance, April 7, 2003		49,998,260		499,983		-			-			3,829,789			(4,221,982	)		-			-			107,790

Contribution of capital by parent		-		-		-			-			24,300			-			-			-			24,300

Net loss		-		-		-			-			-			-			(101,880	)		-			(101,880	)

Balance, December 31, 2003		49,998,260		499,983		-			-			3,854,089			(4,221,982	)		(101,880	)		-			30,210

Contribution of capital by parent		-		-		-			-			488,427			-			-			-			488,427

Net loss		-		-		-			-			-			-			(518,637	)		-			(518,637	)

Balance, December 31, 2004		49,998,260		499,983		-			-			4,342,516			(4,221,982	)		(620,517	)		-			-

Contribution of capital by parent		-		-		-			-			2,522,334			-			-			-			2,522,334

Net loss		-		-		-			-			-			-			(2,522,334	)		-			(2,522,334	)

Balance, December 31, 2005		49,998,260		499,983		-			-			6,864,850			(4,221,982	)		(3,142,851	)		-			-

Contribution of capital by parent		-		-		-			-			32,375			-			-			-			32,375

Exercise of warrants, May 24, 2006		1,430,000		14,300		-			-			486,200			-			-			-			500,500

Issuance of stock for parent liabilities liabilities, June and August, 2006		1,985,584		19,856		-			-			(19,856	)		-			-			-			-

Stock based compensation		-		-		-			-			240,268			-			-			-			240,268

Warrants issued with convertible notes		-		-		-			-			126,700			-			-			-			126,700

Currency translation adjustment		-		-		-			-			-			-			-			(4,330	)		(4,330	)

Net loss		-		-		-			-			-			-			(1,968,718	)		-			(1,968,718	)

Balance, December 31, 2006		53,413,844		534,139		-			-			7,730,537			(4,221,982	)		(5,111,569	)		(4,330	)		(1,073,205	)

Exercise of warrants, February 9, 2007		-		-		50,020			500			17,007			-			-			-			17,507

Issuance of shares upon conversion of former parent preferred stock- issued pursuant to spin off, March 6, 2007		38,672,076		386,720		-			-			(386,720	)		-			-			-			-

Exercise of warrants, March 9, 2007		-		-		360,000			3,600			122,400			-			-			-			126,000

Exercise of warrants, March 14, 2007		600,000		6,000		-			-			294,000			-			-			-			300,000

Exercise of warrants, April - June, 2007		-		-		1,853,203			18,532			631,081			-			-			-			649,613

Cashless exercise of warrants, June, 2007		-		-		30,600			306			(306	)		-			-			-			-

Shares physically issued, August, 2007		2,293,823		22,938		(2,293,823	)		(22,938	)		-			-			-			-			-

Exercise of warrants, August, 2007		1,079,289		10,793		-			-			366,958			-			-			-			377,751

Cashless exercise of warrants, August, 2007		254,881		2,549		-			-			(2,549	)		-			-			-			-

Shares issued pursuant to spin off		68,851		688		-			-			(688	)		-			-			-			-

Shares issued for services		27,072		271		-			-			8,149			-			-			-			8,420

Exercise of warrants, October and November, 2007		315,000		3,150		-			-			107,130			-			-			-			110,280

Cashless exercise of warrants, November, 2007		228,886		2,289		-			-			(2,289	)		-			-			-			-

Warrants issued with redeemable convertible preferred stock		-		-		-			-			208,462			-			-			-			208,462

Beneficial conversion feature of redeemable convertible preferred stock		-		-		-			-			308,725			-			-			-			308,725

Stock based compensation		-		-		-			-			120,134			-			-			-			120,134

Accretion of preferred discount		-		-		-			-			(31,502	)		-			-			-			(31,502	)

Accretion of preferred dividends		-		-		-			-			(24,532	)		-			-			-			(24,532	)

Currency translation adjustment		-		-		-			-			-			-			-			(48,166	)		(48,166	)

Net loss		-		-		-			-			-			-			(2,696,030	)		-			(2,696,030	)

Balance, December 31, 2007		96,953,722		969,537		-			-			9,465,997			(4,221,982	)		(7,807,599	)		(52,496	)		(1,646,543	)

Shares issued for services		21,656		217		-			-			5,173			-			-			-			5,390

Cashless exercise of warrants, March 30, 2008		38,710		387		-			-			(387	)		-			-			-			-

Warrants issued with redeemable convertible preferred stock		-		-		-			-			263,452			-			-			-			263,452

Beneficial conversion feature of redeemable convertible preferred stock		-		-		-			-			2,281			-			-			-			2,281

Stock based compensation		-		-		-			-			546,529			-			-			-			546,529

Accretion of preferred discount		-		-		-			-			(211,466	)		-			-			-			(211,466	)

Accretion of preferred dividends		-		-		-			-			(213,657	)		-			-			-			(213,657	)

Currency translation adjustment		-		-		-			-			-			-			-			(2,283	)		(2,283	)

Net loss		-		-		-			-			-			-			(4,197,043	)		-			(4,197,043	)

Balance, September 30, 2008		97,014,088	$	970,141		-		$	-		$	9,857,922		$	(4,221,982	)	$	(12,004,642	)	$	(54,779	)	$	(5,453,340	)

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative Period
							from April 7, 2003
							(date of inception as
							a development stage
							enterprise) to
	Nine Months ended September 30,						September 30,
	2008			2007			2008

Cash flows from operating activities:
Net loss	$	(4,197,043	)	$	(1,809,036	)	$	(12,004,642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		546,529			65,197			915,351
Amortization of debt discount		24,798			24,707			73,578
Net expenses paid by parent		-			-			3,067,436
Depreciation and amortization		31,919			-			140,022
Increase in value added tax refund receivable		(4,320	)		-			(82,384	)
Increase in prepaid expense		(1,725	)		-			(5,190	)
Increase in advance receivable		(77,480	)		(106,031	)		(269,522	)
Increase in accounts payable and accrued expenses		643,621			112,652			1,057,827

Cash used in operating activities		(3,033,701	)		(1,712,511	)		(7,107,524	)

Cash flows from financing activities:
Purchase of equipment		(308,726	)		-			(316,247	)

Cash flows from financing activities:
Proceeds from exercise of warrants		-			1,470,871			2,081,651
Proceeds from sale of redeemable preferred stock		4,060,000			-			6,044,750
Cost of sale of redeemable preferred stock		(191,359	)		-			(191,359	)
Payment of dividends on redeemable preferred stock		(142,228	)		-			(142,228	)
Proceeds from sale of convertible notes		-			-			500,000
(Repayments) advances from stockholder		(473,810	)		214,615			18,629

Cash provided by financing activities		3,252,603			1,685,486			8,311,443

Effect of exchange rate changes on cash		(2,283	)		(4,794	)		(54,779	)

Net increase (decrease) in cash		(92,107	)		(31,819	)		832,893
Cash, beginning of period		925,000			39,413			-
Cash, end of period	$	832,893		$	7,594		$	832,893

Supplemental disclosure of non-cash financing activities:

Accrued liabilities settled in common stock	$	5,390		$	3,290
Value attributed to warrants issued with redeemable preferred stock		263,452			-
Beneficial conversion feature of redeemable preferred stock		2,281			-
Accretion of discount on redeemable preferred stock		211,466			-
Accretion of dividend on redeemable preferred stock		213,657			-
Security deposit guarantee provided by bank		16,031			-

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.

Business

Plastinum Polymer Technologies Corp. (“ we”, “us”, “ our company “, “our”, “Plastinum” or the “Company” ) (formerly Plastinum Corp.) was formed under the laws of the State of Delaware in 2000. We are a development stage company, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, and we own and develop a patented and proprietary plastic blending technology whereby various kinds of immiscible plastics can be mixed mechanically into a new polymer compound. The technology is being marketed worldwide. During October 2008 we received our first order for our newly created Infinymer NSL. As we anticipate orders for our Infymer product, we have taken steps to change our pilot plant in The Netherlands to a production plant. In the meantime, we have shipped our products to Asia and production has begun for delivery of our product to The Netherlands.

Through September 30, 2008, we have generated no sales revenues, have incurred significant expenses and have sustained losses. Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from entering the development stage on April 7, 2003 through September 30, 2008, we have accumulated losses of $12,004,642.

We were a wholly owned subsidiary of New Generation Holdings, Inc. (“NGH”) through May 24, 2006, and NGH owned approximately 94% of our common stock until February 20, 2007, at which time NGH effected a pro rata distribution of our common stock (commonly referred to as a “spin off”), pursuant to which each stockholder of NGH received one share of our common stock for each share of NGH owned by such stockholder.

The consolidated financial statements include the accounts of Plastinum and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidated financial statement.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2008 and for the nine month periods ended September 30, 2008 and 2007 and from date of inception as development stage enterprise (April 7, 2003) to September 30, 2008 have been prepared by Plastinum pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2007 as disclosed in the company's 10-KSB for that year as filed with the SEC, as it may be amended.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

The results of the three and nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2008.

Going Concern

The financial statements have been prepared on a going concern basis and do not reflect any adjustments related to the uncertainty surrounding our recurring losses or accumulated deficit.

We have had substantial net losses of $1,397,879 and $4,197,043 for the three and nine month periods ended September 30, 2008, respectively, and have a working capital deficit of $150,599 at September 30, 2008. These factors raise substantial doubt about our ability to continue as a going concern.

We are currently developing a proprietary technology designed to process and blend two or more discrete plastic polymers. The technology is being marketed worldwide.

The continuation of the Company as a going concern is dependent on our ability to develop revenues and finance our business plan, including among other possibilities, by obtaining financing from outside sources and/or entering into strategic partnerships. From November 2007 through July 2008, we sold $6,165,000 of securities through a private placement of securities. We will need to generate additional funds in order to execute our business plan, namely, expansion through the set-up of two major eScrap Recycling plants, of which one will be in the Netherlands and one will be in the U.S., as well as establishing a mixed plastic household waste recycling line with a capacity of 10,000 MT annually. We are currently in the process of evaluating our financing needs and exploring all available financing options in order to fully implement our business plan, including, among others, strategic partnerships with other business entities and debt financing. Management is also attempting to secure ongoing revenue relationships for our products.

Should we be unable to develop revenues or obtain necessary financing, we may have to curtail our operations, which may have a material adverse effect on our financial position and results of operations and our ability to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may differ from those estimates.

Product Development Costs

Product development costs include expenses incurred by the Company for research, design and development of our proprietary technology and are charged to operations as incurred.

Plastinum incurred research and development expenses of $322,371 and $120,584 for the three months ended September 30, 2008 and 2007, respectively, and $1,286,760 and $623,927 for the nine months ended

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

September 30, 2008 and 2007, respectively. We have incurred research and development expenses of $3,928,874 from April 7, 2003 (date of inception of development stage) through September 30, 2008.

Liquidity

As shown in the accompanying financial statements, we incurred net losses of $4,197,043 and $1,809,036 for the nine month periods ended September 30, 2008 and 2007, respectively. For the period from inception of development stage through September 30, 2008, we have accumulated losses of $12,004,642. Consequently, our operations are subject to all risks inherent in the establishment of a new business enterprise.

Loss Per Share

We use SFAS No. 128, “Earnings Per Share” for calculating the basic and diluted loss per share. We compute basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. There were 60,497,123 common share equivalents at September 30, 2008 and 26,678,034 at September 30, 2007. For the three and nine month periods ended September 30, 2008 and 2007, these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Advances Receivable – Former Parent

Advances receivable – former parent represent amounts advanced on behalf of NGH, primarily for the payment of professional fees incurred by NGH and certain NGH accounts payable. These advances have no stated maturity date and bear no interest. We expect that the advances will ultimately be repaid upon NGH’s acquisition of, or merger with, a company which desires to establish a public trading market for its shares though no material discussions have yet been had with respect to any potential business combination. Our president and chief executive officer, Jacques Mot, is the principal stockholder of NGH and Mr. Mot has indicated that he will ultimately ensure repayment of the advances.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 on January 1, 2008 which did not have a material impact on its consolidated financial position and results of operations. The Company also adopted the deferral provisions of the Financial Accounting Standards Board Staff Position No. 157-2, which delays the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and liabilities until fiscal years beginning after November 15, 2008.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents as Level 1. As of September 30, 2008, and December 31, 2007, the Company did not have any cash equivalents, therefore there were no assets measured at fair value.

In February 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to measure eligible assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS 159 on January 1, 2008 and did not elect the fair value option which did not have a material impact on its consolidated financial position and results of operations.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141R, Business Combinations , and Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 . These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. Both standards are effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. These Statements are effective for the Company beginning on January 1, 2009. The Company is currently evaluating the provisions of FAS 141(R) and FAS 160.

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 . This new standard enhances the disclosure requirements related to derivative instruments and hedging activities required by FASB Statement No. 133 . This standard is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The Company adopted the required provisions of SFAS 161 on January 1, 2008 and the adoption did not have a significant impact on its consolidated financial position and results of operations.

NOTE B - CAPITAL STOCK AND STOCKHOLDER’S EQUITY

We are authorized to issue 250,000,000 shares of common stock with a par value of $.01 per share and 10,000,000 shares of preferred stock with a par value of $.01 per share.

During the nine months ended September 30, 2008, 200,000 common stock warrants were exercised on a cashless basis into 38,710 shares of common stock.

During the nine months ended September 30, 2008, we issued 21,656 shares of common stock for services valued at $5,390. This amount was included in accrued expenses at December 31, 2007.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

On April 18, 2008, we granted an aggregate of 8,400,000 options to purchase our common stock to two employees under our 2006 Long-Term Incentive Plan and pursuant to option agreements entered into with each of them (the “options”). The exercise price for all of the granted options is $0.30 per share, a price that was designated by the Company as reflective of the approximate average sales price of our common stock as reported by the OTC Bulletin Board over the sixty day period prior to the grant date and was not necessarily reflective of the last sale price per share on the grant date itself.

The Options expire on April 18, 2013 and, subject to the grantee thereof remaining in our employ, vest as follows: (a) one-sixth of the Options granted to each of the employees vest on each of the following dates (the “ Milestone Attainment Dates ”) upon the attainment of each of the following respective milestones (the “ Milestones ”): (i) on December 31, 2008, if at least one fully operational factory in The Netherlands capable of processing 15,000 tons of eWaste per year at full capacity has been established, (ii) on December 31, 2009 if at least one fully operational factory in the United States has been established and (iii) on December 31, 2010 if at least four fully operational factories, including the ones contemplated by the preceding clauses (i) and (ii), have been established; provided , however , that the Milestones in clauses (i), (ii) and (iii) above may be adjusted by the compensation committee of our Board of Directors at its discretion at the beginning of the respective calendar year, and (b) on such date as our market capitalization exceeds $300 million and provided that such date occurs on or prior to April 18, 2011, then double the number of Options granted to each of the employees that have already vested and those yet subject to vesting on each Milestone Date that has not yet occurred will become vested.

The options have been valued at $1,732,773 on the grant date using the Black-Scholes model. The assumptions used in the Black-Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 106%, (3) risk-free interest rate of 1.7% - 2.6%, (4) expected life of 1-3 years, and (5) estimated fair value of Plastinum common stock of $0.34 per share. The compensation expense is being recorded over the vesting periods, based on the number of options expected to vest. During the nine month period ended September 30, 2008, we have recorded $222,169 of compensation expense related to these options. Compensation cost related to nonvested options expected to vest of $998,487 at September 30, 2008 will be recognized over the next 2.5 years. At September 30, 2008, the aggregate intrinsic value of options vested and expected to vest was $56,000 based on the market price of our common stock on that date.

On April 18, 2008, we entered into an option agreement with Jacques Mot, our president and chief executive officer, pursuant to which we granted Mr. Mot 14,400,000 options to purchase our common stock under our 2006 Long-Term Incentive Plan. These options have identical terms to the options described above. The grant to Mr. Mot was subject to the approval of the holders of a majority of the outstanding shares of our common stock (including the Series B Preferred Stock voting on an “as converted” basis and excluding any shares held by Mr. Mot who was not entitled to vote thereon). Such approval was received at our stockholder meeting on July 1, 2008. Therefore the grant date of these options is July 1, 2008 and they have been recorded in the financial statements starting in the third quarter of 2008. The options have been valued at $1,833,030 on the grant date using the Black-Scholes model. The assumptions used in the Black-Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 129%, (3) risk-free interest rate of 2.1% - 3%, (4) expected life of .5-2.75 years, and (5) estimated fair value of Plastinum common stock of $0.22 per share. The compensation expense is being recorded over the vesting periods, based on number of options expected to vest. During the quarter ended September 30, 2008, we have recorded $144,159 of compensation expense related to these options. Compensation cost related to nonvested options expected to vest of $1,192,222 at September 30, 2008 will be recognized over the next 2.5 years. At September 30, 2008, the aggregate intrinsic value of options vested and expected to vest was $96,000 based on the market price of our common stock on that date.

PLASTINUM POLYMER TECHNOLOGIES CORP.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2008

In anticipation of the spinoff transaction described in Note A, NGH amended its existing common stock purchase warrants to permit, at the holder's election, the exercise of the warrants to purchase shares of our common stock or NGH common stock. The Plastinum shares issuable upon exercise of warrants will be issued in the same amounts and for the same exercise price as the warrants for shares of NGH. The total number of NGH warrants exercisable into Plastinum common stock is 12,206,334 at September 30, 2008, with an exercise price of $0.35 per share.

NOTE C - REDEEMABLE PREFERRED STOCK AND WARRANT UNIT OFFERING

We have designated 120,000 shares of preferred stock as Series B Convertible Preferred Stock, which may be issued in one or more sub-series, and have authorized the issuance of 80,000 shares of a sub-series designated as Series B-1 Convertible Preferred Stock. The Series B-1 Preferred Stock is convertible into shares of our Common Stock at an initial conversion price of $0.38 per share, subject to adjustment for customary anti-dilution provisions. Plastinum may, on or after November 1, 2010 and upon at least 30 days notice, redeem the Series B-1 Preferred Stock in full at the purchase price plus any accrued but unpaid dividends, subject to the holder’s conversion rights. Conversely, in the event of a change of control (as defined in the purchase agreement with respect to the Series B-1 Preferred Stock), or at the holder’s option at any time on or after November 1, 2010 and upon 45 days notice from a holder to Plastinum, we are required to redeem the Series B-1 Preferred Stock for the purchase price plus any accrued but unpaid dividends. The Series B-1 Preferred Stock accrues dividends at an annual rate of the Wall Street Journal Prime Rate then in effect, but not less than 8% or greater than 10% per annum, payable quarterly, either in cash or, at our election, shares of our common stock.

During November and December 2007, we sold 21,050 units in a private placement, with each unit consisting of 1 share of our Series B-1 Preferred Stock and approximately 79 common share purchase warrants, at a price of $100 per unit. Each warrant is exercisable for a period of five years, with an exercise price of $0.57. The total purchase price was $2,105,000 and the proceeds to our company, net of expenses, were approximately $1,985,000. Since the Series B-1 convertible preferred stock may ultimately be redeemable at the option of the holder, the carrying value of the preferred stock, net of discount and accumulated dividends, has been classified as temporary equity on the balance sheet at September 30, 2008 and December 31, 2007.

In accordance with Emerging Issues Task Force (“EITF”) No.00-27, “ Application of EITF Issue No. 98-5, ‘Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Rates’, to Certain Convertible Instruments ”, a portion of the proceeds were allocated to the warrants based on their relative fair value, which totaled $208,462 using the Black Scholes option pricing model. Further, we attributed a beneficial conversion feature of $308,725 to the Series B-1 preferred shares based upon the difference between the effective conversion price of those shares and the closing price of our common shares on the date of issuance. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 116%, (3) weighted average risk-free interest rate of 4%, (4) expected life of 1 year as the conversion feature and warrants are immediately exercisable, and (5) estimated fair value of Plastinum common stock of $0.40 per share. The expected term of the warrants represents the estimated period of time until exercise and is based on historical experience of similar awards and giving consideration to the contractual terms. The amounts attributable to the warrants and beneficial conversion feature, aggregating $517,187, have been recorded as a discount and deducted from the face value of the preferred stock. Since the preferred stock is classified as temporary equity, we are amortizing the discount over the period from issuance to October 31, 2010 (the initial redemption date) as a charge to additional paid-in capital (since there is a deficit in retained earnings).

During March, April and July 2008, we sold an additional 40,600 units in a private placement. The total purchase price was $4,060,000 and the proceeds to our company, net of expenses, were approximately $3,869,000. Since the Series B-1 convertible preferred stock may ultimately be redeemable at the option of the holder, the carrying value of the preferred stock, net of discount and accumulated dividends, has been classified as temporary equity on the balance sheet at September 30, 2008.

In accordance with EITF.00-27, a portion of the proceeds were allocated to the warrants based on their relative fair value, which totaled $263,452 using the Black Scholes option pricing model. Further, we attributed a beneficial conversion feature of $2,281 to the Series B-1 preferred shares based upon the difference between the effective conversion price of those shares and the closing price of our common shares on the dates of issuance. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 106% - 136%, (3) weighted average risk-free interest rate of 2.1%, (4) expected life of 1 year as the conversion feature and warrants are immediately exercisable, and (5) weighted average estimated fair value of Plastinum common stock of $0.29 per share. The expected term of the warrants represents the estimated period of time until exercise and is based on historical experience of similar awards and giving consideration to the contractual terms. The amounts attributable to the warrants and beneficial conversion feature, aggregating $265,733, have been recorded as a discount and deducted from the face value of the preferred stock. Since the preferred stock is classified as temporary equity, we are amortizing the discount over the period from issuance to October 31, 2010 (the initial redemption date) as a charge to additional paid-in capital (since there is a deficit in retained earnings).

The charge to additional paid in capital for amortization of discount and costs for the three and nine months ended September 30, 2008 was $92,414 and $211,466, respectively.

For the three and nine months ended September 30, 2008, we have accrued dividends in the amount of $107,989 and $213,657, respectively. The accrued dividends have been charged to additional paid-in capital (since there is a deficit in retained earnings) and the net unpaid accrued dividends been added to the carrying value of the preferred stock. During the three months ended September 30, 2008, we made cash payments of accrued dividends aggregating $142,228.

NOTE D - RELATED PARTY TRANSACTIONS

On December 3, 2007, the Compensation Committee and the Board of Directors of the Registrant authorized and ratified payment of a base salary of $60,000 per month effective November 1, 2007 to Jacques Mot as compensation for services being provided by him to the Corporation in his capacity as President and Chief Executive Officer of the Corporation. Mr. Mot will be permitted to receive his compensation in the form of shares of the Registrant’s common stock, at Mr. Mot’s sole election and at any time prior to the payment thereof, at a price per share equal to $0.39 (the average closing bid price of the Registrant’s common stock on the Over-the-Counter Bulletin Board during October 2007).

As of September 30, 2008 and December 31, 2007, advances payable to our president aggregated $18,629 and $492,439, respectively. These advances are for working capital purposes. The advances are non interest bearing.

Our president has also purchased $200,000 of our convertible notes, which are convertible into 400,000 shares of our common stock and also received warrants to purchase 400,000 shares of our common stock with an exercise price of $0.50 per share.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Statements used in this Form 10-Q, in filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or stockholder communications, or made orally with the approval of an authorized executive officer of the Company that utilize the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions speaking to anticipated actions, results or projections in the future speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve various risks and uncertainties. The Company cautions readers not to place undue reliance on any such statements and that the Company's actual results for future periods could differ materially from those anticipated or projected.

Unless otherwise required by applicable law, the Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

The following discussion should be read in conjunction with our financial statements and their explanatory notes included as part of this report.

Critical Accounting Policies

Our Management’s Discussion and Analysis of Financial Condition and Results of Operation is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies and pronouncements involve the most complex, difficult and subjective estimates and judgments:

Use of Estimates

Stock-Based Compensation

On January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), “Accounting for Stock-Based Compensation”, to account for compensation costs under our stock option plans. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended).

In adopting SFAS No. 123(R), we elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. We had no outstanding unvested awards at the adoption date and we had no outstanding unvested awards during the 2007 comparative period.

We use the fair value method for equity instruments granted to non-employees (if any) and will use the Black- Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Foreign Currency Translation

The Company translates the foreign currency financial statements of its foreign subsidiaries in accordance with the requirements of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation." Assets and liabilities are translated at current exchange rates, and related revenue and expenses are translated at average exchange rates in effect during the period. Resulting translation adjustments are recorded as a separate component in stockholders' equity. Foreign currency transaction gains and losses are included in the statement of income.

Going Concern

We have not generated any revenue since the date of our inception and, at present, we have insufficient capital on hand to fund our planned operations subsequent to 2008. The foregoing matters raise substantial doubt about our ability to continue as a going concern.

Recent Accounting Pronouncements

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 . This new standard enhances the disclosure requirements related to derivative instruments and hedging activities required by FASB Statement No. 133. This standard is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The Company adopted the required provisions of SFAS 161 on January 1, 2008 and the adoption did not have a significant impact on its consolidated financial position and results of operations.

Management's Plan of Operation

The following discussion and analysis provides information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read together with our financial statements and the notes to financial statements, which are included in this report.

Overview

At September 30, 2008, we were pursuing a business plan related to the Plastinum Process described below and were considered to be in the development stage as defined by SFAS No. 7, “Accounting and Reporting by Development Stage Enterprises“. We own and develop a patented proprietary plastic blending technology, whereby various kinds of immiscible plastics can be mixed mechanically into a new polymer compound. The uniqueness of this blending technology stems from its potential cost-effective applications in many fields of the plastic industry, from the recycling of mixed post-consumer plastic scrap to the creation of new thermo plastic compounds.

The Plastinum Process

We own and develop a patented and proprietary plastic blending technology, whereby various kinds of immiscible plastics can be mixed mechanically into a new polymer compound. The uniqueness of this blending technology stems from its potential cost-effective applications in many fields of the plastic industry, from the recycling of mixed post-consumer plastic scrap to the creation of new thermo plastic compounds .

Plastinum’s mission is to commercialize the technology through application in the virgin plastic markets (polymer alloys) and the plastic recycling sector (compounds made from post-consumer mixed plastic scrap) .

Plastinum believes its patented proprietary process, the Plastinum technology, is capable of producing homogeneous, commercially usable polymer products from mixed virgin plastic and/or mixed scrap plastic without compatibilizers.

We are currently in the process of implementing our business plan and during October 2006 we opened a pilot plant in the EMMTEC Industry & Business Park, Emmen, The Netherlands. This plant is our showcase for the recycling of the total mixed plastic scrap coming from the WEEE sector (“eScrap”), as well as production of post-consumer mixed plastic from household waste. We have taken steps to change our pilot plant into our first commercial plant in Emmen, the Netherlands, in order to meet the recent demand for our "Infymer" products from WEEE as well as from household waste. Production of our recycled plastic compounds has begun in order to deliver products in the Netherlands as well as to meet the anticipated demand for our products in Asia based upon numerous inquiries from potential customers located in Asia. However, no firm orders for our products in Asia have been received to date. Additionally, we are in the process of establishing a joint venture with CRS Creative Recycling in Tampa, Florida in order to have our first commercial state of the art plant in the United States to process mixed post-consumer plastic scrap from US “eScrap” streams.

The strategies for commercial implementation of the Plastinum technology range from stand-alone plants, such as the plants described above, to units integrated within an existing plastic processing facility, to leasing arrangements with potential joint-venture partners.

We have received our first order from The Netherlands. Other materials have been shipped to the Far East to enable various customers to continue testing our materials.

We are currently discussing various possibilities for the acquisition of source materials with interested parties in the EU as well as in the U.S. and Asia. The potential acquisition strategies would involve either profit sharing collaboration or the straight purchase of source materials. We have not yet reached agreement with any such parties.

In the EU, it is anticipated that source materials will be purchased from various parties. We are currently discussing supply options with four separate waste processing companies. These companies have preliminarily indicated that they will assist in the organization of the supply of scrap .

Plan of Operation

Our plan of operation for the twelve month period following September 30, 2008 is to:

	·	Proceed with research and development for virgin market applications and the development of new virgin compounds.
	·	Change our pilot plant into our first commercial plant in the EU for the recycling of eScrap, planned for the fourth quarter of 2008.
	·	Open a commercial plant in the EU for the recycling of mixed plastic scrap from household waste with a processing capacity of 10,000 MT, planned for the first half of 2009.
	·	Open a commercial plant in the United States for the recycling of eScrap, planned for 2009.

We currently have budgeted approximately $8,500,000 in cash expenditures for the twelve month period following September 30, 2008, including (1) approximately $1,500,000 to cover our projected general and administrative expense during this period; (2) approximately $1,000,000 for research and development activities; (3) approximately $1,000,000 for a United States plant; and (4) approximately $5,000,000 for an EU plant.

From November 2007 through July 2008, we sold $6,165,000 of securities through a private placement of securities. We will need to generate additional funds in order to execute our business plan, namely, expansion through the set-up of two major eScrap Recycling plants, of which one will be in the Netherlands and one will be in the U.S. We are currently in the process of evaluating our financing needs and exploring all available financing options in order to fully implement our business plan, including, among others, strategic partnerships with other business entities and debt financing. Management is also attempting to secure ongoing revenue relationships for our products. Should we not be able to obtain suitable financing for our business plan, we may have to substantially curtail our proposed expansion.

Our anticipated costs and projected completion dates described above are estimates based upon our current business plan, known resources and market dynamics. Our actual costs or actual project completion dates could vary materially from those projected. Our management team is continually re-evaluating our core business plan as it relates to our monitoring products and identifying new applications and markets for our technology. We may at any time decide to terminate our ongoing development plans with respect to products and services if they are deemed to be impracticable or not to be commercially viable. Further changes to our current business plan could also result, such as the acquisition of new products or services or the decision to manufacture our own products, resulting in a change in our anticipated strategic direction, investments, and expenditures.

Product Distribution

The distribution of our recycled plastic compounds is being undertaken by our own employees and we anticipate that distribution will also occur in partnership with other companies through joint ventures worldwide.

Results of Operations

Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007

Operating losses increased from $558,884 in 2007 to $1,382,422 in 2008. The increase of $823,538 was the result of an increase of $621,751 in general and administrative expenses, from $438,300 in 2007 to $1,060,051 in 2008, and an increase in research and development expenses of $201,787, from $120,584 in 2007 to $322,371 in 2008. The primary components of our general and administrative expenses for each of the quarterly periods are compensation expense, consulting and professional fees, rent and travel expenses. Our general and administrative and research and development expenses have increased as we have raised capital, continued the development of the Plastinum technology and position ourselves to become a revenue generating company.

During 2008 we received approximately $3,869,000 in proceeds from the sale of preferred stock. The additional working capital has enabled us to expand our operations, implement our business plan, ready our product for market and proceed to develop additional products and processes. This has resulted in the increases in expenses enumerated above. Specifically, in the research area, we have been able to increase our research and development personnel, engage research consultants and operate our pilot plant, changing over to a commercial plant. In the administrative area, we have increased personnel to build a corporate infrastructure and have incurred increased travel and marketing expenses as we have raised capital and promoted our planned future products. We have also increased our administrative equity based compensation during the period.

Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007

Operating losses increased from $1,754,420 in 2007 to $4,147,416 in 2008. The increase of $2,392,996 was the result of an increase of $1,730,163 in general and administrative expenses, from $1,130,493 in 2007 to $2,860,656 in 2008, and an increase in research and development expenses of $662,833, from $623,927 in 2007 to $1,286,760 in 2008. The primary components of our general and administrative expenses for each of the nine month periods are compensation expense, consulting and professional fees, rent and travel expenses. Our general and administrative and research and development expenses have increased as we have raised capital, continued the development of the Plastinum technology and position ourselves to become a revenue generating company.

Liquidity and Capital Resources

As of September 30, 2008 we had a working capital deficit of $150,599. For the nine months ended September 30, 2008, net cash used by operating activities was $3,033,701, resulting primarily from a loss of $4,197,043 partially offset by a non-cash charge of $546,529 for stock based compensation and an increase in accounts payable and accrued expenses of $643,621.

During the first seven months of 2008, we received $4,060,000 in proceeds from the sale of 40,600 shares of our Series B-1 Redeemable Convertible Preferred Stock at a price of $100 per share. Of this amount $1,400,000 was received in March and April and $2,660,000 was received in July. We incurred costs of $191,359 related to the sale of the preferred stock. The purchasers also received warrants, exercisable for a five year period, to purchase an aggregate of 3,205,263 shares of our common stock at an initial exercise price of $0.57 per share of common stock. During August of 2008 we paid $142,228 of accrued preferred dividends in cash.

The Series B-1 Preferred Stock is convertible into shares of common stock at an initial conversion price of $0.38 per share, subject to adjustment for customary anti-dilution provisions. The Series B-1 Preferred Stock accrues dividends at an annual rate of the Wall Street Journal Prime Rate then in effect, but not less than 8% or greater than 10% per year, payable quarterly, either in cash or, at our election, shares of capital stock.

During the first nine months of 2008, we repaid $473,810 of net working capital advances received from Mr. Jacques Mot, our president and CEO, to fund operations. As of September 30, 2008, the amount of net unrepaid advances received from Mr. Mot aggregated $18,629. The advances are non-interest bearing.

We have made payments on behalf of NGH, primarily for the payment of professional fees incurred by NGH and certain NGH accounts payable. These advances have no stated maturity date and bear no interest. We expect that the advances will ultimately be repaid upon NGH’s acquisition of, or merger with, a company which desires to establish a public trading market for its shares though no material discussions have yet been had with respect to any potential business combination. Our president and chief executive officer, Jacques Mot, is the principal stockholder of NGH and Mr. Mot has indicated that he will ultimately ensure repayment of the advances. As of September 30, 2008, these advances totaled $269,522.

Our current funding has enabled us to open the pilot plant, continue our research and development activities and position ourselves to become a revenue generating company. We anticipate that financing our full long-term business plan will require $1,000,000 for the opening and expansion of the U.S. plant, $5,000,000 for the opening and expansion of the EU plant and $2,000,000 for working capital needs. From November 2007 through July 2008, we sold $6,165,000 of securities through a private placement of securities. We will need to generate additional funds in order to execute our business plan, namely, expansion through the set-up of two major eScrap Recycling plants, of which one will be in the Netherlands and one will be in the U.S. We are currently in the process of evaluating our financing needs and exploring all available financing options in order to fully implement our business plan, including, among others, strategic partnerships with other business entities and debt financing. Management is also attempting to secure ongoing revenue relationships for our products. Should we not be able to obtain suitable financing for our business plan, we may have to substantially curtail our proposed expansion.

In addition to the need for substantial capital in order to implement our business plan and expansion, we currently do not have sufficient capital resources to meet projected cash flow deficits for ongoing operations and we will need additional capital to continue our operations. We will endeavor to raise funds through the sale of equity shares, debt financing and revenues from operations. If we are unable to raise additional capital through debt or equity financings, on terms acceptable to us, and are not successful in generating sufficient liquidity from operations, then this lack of financing would have a material adverse effect on our business, results of operations, liquidity and financial condition.

There can be no assurance that we will generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have a material adverse effect on our financial position and results of operations and our ability to continue as a going concern. Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our plastic services and products. There can be no assurance that additional private or public financings including debt or equity financing, will be available as needed, or, if available, on terms favorable to us. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.

Our registered independent certified public accountants have stated in their report, dated March 8, 2008, that the Company's recurring losses raise substantial doubt about the Company's ability to continue as a going concern.

Recent Developments

On March 3, 2008, we announced that we were set to produce top-quality thermoplastic from electronic and electrical waste with the commercialization of our first compounds made from recycled mixed post-consumer plastics and utilizing our proprietary Blendymer technology: the Infinymer Sml 31.1 and the Infinymer Ssl 31.1. The Sml 31.1 is formed by a polystyrenic base and the Ssl 31.1 by a polyolefinic base. Both Blendymer compounds have the advantage that their composition and structure mean they can be used in a variety of ways - not only as new electrical and electronic components, but also in products ranging from piping to furniture, from lighting to sports equipment, from luggage to gardening tools. Further, certain properties of the Infinymers can be adjusted to suit customers' needs.

With regard to our previously announced plans to open our first commercial plant in the United States, on September 29, 2008, we announced that we entered into a Letter of Intent with Creative Recycling Technologies, LLC, for the establishment of a Joint Venture that will process mixed plastic E-Scrap in Tampa, Florida. The establishment of the Joint Venture is subject to the negotiation and execution of a mutually satisfactory definitive Joint Venture Agreement and related documentation, which the parties intend to enter into by October 31, 2008.

On October 10, 2008, we announced that we received our first order for our newly created Infinymer NSL. As we anticipate orders for our Infymer product, we have taken steps to change our pilot plant in The Netherlands to a production plant. In the meantime, we have shipped our products to Asia and production has begun for delivery of our product to The Netherlands. However, no firm orders for our products in Asia have been received to date.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

This item is not applicable.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Quarterly Report, our management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation and due to the material weakness existing in our internal controls as of December 31, 2007 (described below) which has not been remediated as of September 30, 2008, our Chief Executive Officer and Chief Financial (and principal accounting) Officer have concluded that as of September 30, 2008, our disclosure controls and procedures were ineffective.

Because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, 2007, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our 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

This item is not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 18, 2008, we entered into an Option Agreement with Jacques Mot, our President and Chief Executive Officer, pursuant to which we granted Mr. Mot 14,400,000 options to purchase our Common Stock under our 2006 Long-Term Incentive Plan (the “Options”). The exercise price of the Options is $0.30 per share, a price that was designated by the Company as reflective of the approximate average sales price of our Common Stock as reported by the OTC Bulletin Board over the sixty day period prior to the grant date and was not necessarily reflective of the last sale price per share on the grant date itself. The grant to Mr. Mot was subject to the approval of our stockholders as well as the approval of our stockholders to the amendment of the 2006 Long-Term Incentive Plan to increase the number of options authorized to be issued under it. Both approvals were received at our Annual Stockholders Meeting held on July 1, 2008.

On July 29, 2008 we issued 26,600 shares of our Series B-1 Convertible Preferred Stock to Schroder & Co. Banque SA for a purchase price of $100.00 per share in reliance on Regulation S under the Securities Act, the proceeds therefrom to be used for working capital purposes and towards the establishment of a plant in the European Union. Each share of Series B-1 Convertible Preferred Stock is convertible into such number of shares of our Common Stock as is determined by dividing $100 by the initial conversion price of $0.38 per share (or an aggregate of 7,000,000 shares of Common Stock), subject to adjustment as contained in the Certificate of Designation of the Series B-1 Convertible Preferred Stock. Schroder & Co. Banque SA also received Warrants, exercisable for a five year period, to purchase 2,100,000 shares of Common Stock at an initial exercise price of $0.57 per share of Common Stock, subject to adjustment as contained in the Warrant.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

This item is not applicable.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 1, 2008 we held our Annual Meeting of Stockholders. Shares of Series B-1 Convertible Preferred Stock outstanding as of the record date of May 9, 2008 were entitled to one vote for each share of Common Stock into which the Series B-1 Convertible Preferred Stock could be converted. Therefore, treating all outstanding shares of Series B-1 Convertible Preferred Stock on an "as converted" basis, there were 106,237,772 shares entitled to vote at the meeting and 82,042,074 shares present at the meeting. At the meeting (i) each of Jacques Mot, Marcel Rokegem and Pierre Kladny was elected as a Director of the Company, (ii) the amendment of the Company’s 2006 Long-Term Incentive Plan for the purpose of, among other things, increasing the number of shares of Common Stock issuable under the Plan from 20 million to 30 million, was approved by a majority of the votes cast at the meeting, (iii) the grant to Jacques Mot, the Company’s President and Chief Executive Officer, of additional options under the 2006 Long-Term Incentive Plan exercisable for up to 14.4 million shares of the Company’s Common Stock was approved by the vote of a majority of outstanding shares of our common stock (excluding shares held by Mr. Mot) and (iv) the appointment of RBSM LLP as independent auditors of the Company for the fiscal year ending December 31, 2008 was ratified by a majority of the votes cast at the meeting. The following is a summary of the number of votes cast for, against or withheld on each matter voted upon at the meeting as well as the number of abstentions as to each matter:

			VOTES
	VOTES		AGAINST/	VOTES
MATTER	FOR		WITHHELD	ABSTAINING

To elect the following Directors to hold office until the next Annual Meeting and until their successors are elected and qualified:
Jacques Mot		82,042,074	0		-
Marcel Rokegem		82,042,074	0		-
Pierre Kladny		82,042,074	0		-

To approve the amendment of the Company’s 2006 Long-Term Incentive Plan for the purpose of, among other things, increasing the number of shares of Common Stock issuable under the Plan from 20 million to 30 million		73,592,502	100		0

To approve the grant to Jacques Mot, the Company’s President and Chief Executive Officer, of additional options under the 2006 Long-Term Incentive Plan exercisable for up to 14.4 million shares of the Company’s Common Stock		34,819,926	600		0

To ratify the appointment of RBSM LLP as independent auditors of the Company for the fiscal year ending December 31, 2008		82,042,074	0		0

ITEM 5.

OTHER INFORMATION

This item is not applicable.

ITEM 6.

EXHIBITS

The following exhibits are being filed as part of this quarterly report:

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to the Company’s Form SB-2 filed on April 10, 2007.

3.2		By-laws, incorporated by reference to the Company’s Form 10-SB filed on July 12, 2006.

3.3		Certificate of Designation of Series B-1 Convertible Preferred Stock, incorporated by reference to the Company’s Form 8-K filed on November 8, 2007.

3.4		Certificate of Amendment of Certificate of Designation of Series B-1 Preferred Stock, incorporated by reference to the Company’s Form 8-K filed on March 31, 2008.

3.5		Form of Warrant to Purchase Common Stock issued to purchasers of Series B-1 Convertible Preferred Stock, incorporated by reference to the Company’s Form 8-K filed on November 8, 2007.

4.1		Specimen Certificate for Common Stock, incorporated by reference to the Company’s Form 10-KSB filed on March 6, 2007.

10.1		Form of Warrant and Joinder Agreement, incorporated by reference to the Company’s Form 10-SB filed on July 12, 2006.

10.2		Form of Warrant to Purchase Common Stock issued to certain consultants on March 7, 2007, incorporated by reference to the Company’s Form SB-2 filed on April 10, 2007.

10.3		Debt Exchange Agreement among New Generation Holdings, Inc., Plastinum Polymer Technologies Corp. (f/k/a New Generation Plastic, Inc.) and Jacques Mot dated as of December 7, 2005, incorporated by reference to Amendment No. 1 to the Company’s Form 10-SB filed on September 13, 2006.

10.4		Plastinum Polymer Technologies Corp. 2006 Long Term Incentive Plan, incorporated by reference to the Company’s Form 10-SB filed on July 12, 2006.

10.5		Election to Convert and Amendment to Debt Exchange Agreement among New Generation Holdings, Inc., Plastinum Polymer Technologies Corp. and Jacques Mot dated July 10, 2006, incorporated by reference to the Company’s Form 10-SB filed on July 12, 2006.

10.6		Convertible Loan Agreement between Plastinum Polymer Technologies Corp., Mr. Mot and Mr. Bottinelli dated July 10, 2006, incorporated by reference to the Company’s Form 10-SB filed on July 12, 2006.

10.7		Advisory Agreement between New Generation Holdings, Inc., Plastinum and Valley Road Capital dated July 10, 2006 which has been assigned to Plastinum, incorporated by reference to Amendment No. 1 to the Company’s Form 10-SB filed on September 13, 2006.

10.8		Form of Securities Purchase Agreement entered into during November 2007 among the Company and the purchasers of the Company’s Series B-1 Convertible Preferred Stock, incorporated by reference to the Company’s Form 8-K filed on November 8, 2007.

10.9		Form of Registration Rights Agreement entered into during November 2007 among the Company and the purchasers of the Company’s Series B-1 Convertible Preferred Stock, incorporated by reference to the Company’s Form 8-K filed on November 8, 2007.

10.10		Employment Agreement between the Company and Nils Berten, effective January 7, 2008, incorporated by reference to the Company’s Form 8-K filed on January 8, 2008.

10.11		Stock Option Grant Agreement between the Company and Jacques Mot, dated April 18, 2008, incorporated by reference to the Company’s Form 10-Q filed on May 15, 2008.

10.12		Stock Option Grant Agreement between the Company and Nils Berten, dated April 18, 2008, incorporated by reference to the Company’s Form 10-Q filed on May 15, 2008.

31.1		Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2		Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1		Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2		Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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.

	PLASTINUM POLYMER TECHNOLOGIES CORP. (Registrant)

Date: December 31, 2008	By:	/s/ Jacques Mot
		Name: Jacques Mot Title: President and Chief Executive Officer

Date: December 31, 2008	By:	/s/ Robert Scherne
		Name: Robert Scherne Title: Chief Financial Officer