UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2010

¨ 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 þ ¨ No ¨þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

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 ~~August~~April 196, ~~2010~~2011 was ~~104~~ 105,~~878~~875,~~641~~899.

PLASTINUM POLYMER TECHNOLOGIES CORP.

Form 10-Q

For the Quarter Ended ~~June~~September 30, 2010

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statement of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1320
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2234
Item 4.	Controls and Procedures	2234
Item 4T.	Controls and Procedures	2234
PART II - OTHER INFORMATION		24
Item 1.	Legal Proceedings	2435
Item 1A.	Risk Factors	2435
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2436
Item 3.	Defaults Upon Senior Securities	2537
Item 4.	(Removed and Reserved)	2537
Item 5.	Other Information	2537
Item 6.	Exhibits	2638

PART I – FINANCIAL INFORMATION

CAUTION: SUBSEQUENT TO THE PERIOD COVERED BY THIS REPORT, WE EXPERIENCED SEVERE FINANCIAL DIFFICULTIES, WE SIGNIFICANTLY REDUCED OUR OWNERSHIP INTEREST IN OUR OPERATIONS AND WE HAVE AGREED, SUBJECT TO RECEIPT OF STOCKHOLDER APPROVAL, TO A REORGANIZATION.

CONSEQUENTLY, THE FINANCIAL STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT FOR THE PERIOD COVERED MUST BE READ WITH IN CONJUNCTION WITH “NOTE K - SUBSEQUENT EVENTS” CONTAINED IN THE NOTES TO THE FINANCIAL STATEMENTS.

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

PLASTINUM POLYMER TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2010			2009
	(Unaudited)
Assets
Current assets:
Cash	$	1272,~~232,112~~490		$	800,442
Accounts receivable		~~136~~266,~~370~~649			41,191
Inventory		36109,~~787~~894			50,942
Prepaid expense		~~325~~86,~~426~~455			81,944
Value added tax refunds receivable		2375,~~359~~424			414,482
Total current assets		1810,~~754,054~~912			1,389,001
Equipment, net		79,~~110~~213,~~459~~986			5,644,339
Security deposit		3740,~~957~~479			41,777
Total assets	$	810,~~902~~065,~~470~~377		$	7,075,117
Liabilities and deficiency in stockholders' equity
Current liabilities:
Accounts payable and accured expenses	$	1,220,215		$	3,433,158
Accounts payable and Accrued Expenses	$	2,351,850		$	3,433,158
Accrued salary		~~114~~89,~~101~~862			187,569
Accrued interest		~~869~~1,~~689~~364,079			453,438
Convertible notes payable, net of discount of $0 and $11,763, respectively		~~500~~8,722,000			488,237
Capital lease payable, current portion		86294,~~171~~757			-
Redeemable preferred stock, Series B called for redemption, 38,600 shares issued and outstanding, net (Face value $3,860,000)		3,~~692~~866,~~991~~610			-
Due to stockholder		31,261			26,723
Loan payable - bank		2,721,900			-
Total current liabilities		6,514,428			4,589,125
Due to stockholder		30,683			26,723
Unearned subsidies received		866,590			533,317
Total current liabilities		19,441,741			4,589,125
Unearned subsidies received		966,274			533,317
Bank guarantee payable		16,031			16,031
Loan payable - bank		~~2,441,100~~-			2,866,400
Capital lease payable, long term portion		~~157~~431,~~979~~744			-
Convertible notes payable, net of discount of $1,476,318 and $766,471		6,745,682			5,283,529
Convertible notes payable, net of discount of $0 and $766,471		-			5,283,529
Derivative liability		~~909~~1,~~980~~482,825			1,790,660
Total liabilities		1722,~~651~~338,~~790~~615			15,079,062
Redeemable preferred stock, Series B; par value $.01 per share; 120,000 shares authorized, 61,650 shares issued and outstanding, (Face value $6,165,000), net of 38,600 shares called for redemption and included in current liabilities (Face value $2,305,000), net		2,140,513			5,196,675
Redeemable preferred stock, Series B; par value $.01 per share; 120,000 shares authorized, 61,650 shares issued and outstanding, (Face value $6,165,000), net of 38,600 shares called for redemption and included in current liabilities as of September 30, 2010 (Face value $2,305,000), net		2,292,628			5,196,675
Deficiency in stockholders' equity:
Deficiency in 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, 102,276,391 and 99,989,113 shares issued and outstanding, respectively		1,022,764			999,891
Common stock, par value $.01 per share; 250,000,000 shares authorized, 105,875,899 and 99,989,113 shares issued and outstanding, respectively		1,058,760			999,891
Additional paid-in capital		109,~~980~~872,~~461~~596			10,078,509
Other comprehensive income		~~(566~~373,749	)		(62,510	)
Accumulated deficit		(2729,~~067~~555,~~918~~002	)		(24,259,567	)
Total Plastinum Polymer Technologies Corp. stockholders' deficit		(1518,~~065~~249,~~259~~897	)		(13,243,677	)
Noncontrolling interest		43,~~175~~684,~~426~~031			43,057
Total deficiency in stockholders' equity		(10,889,833	)		(13,200,620	)
Total deficiency in equity		(14,565,866	)		(13,200,620	)
Total liabilities and deficiency in stockholders' equity	$	8,902,470		$	7,075,117
Total liabilities and deficiency in equity	$	10,065,377		$	7,075,117

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months ended June 30,						Six Months ended June 30,
	Three Months ended September 30,						Nine Months ended September 30,
	2010			2009			2010			2009
Sales	$	~~200~~240,~~573~~679		$	60210,~~830~~145		$	~~309~~550,~~929~~608		$	60270,~~830~~975
Cost of sales		~~421~~468,~~738~~128			~~135~~900,~~886~~313			1,~~029~~498,~~986~~114			~~135~~1,~~886~~036,199
Gross loss		(~~221~~227,~~165~~449	)		(75690,~~056~~168	)		(~~720~~947,~~057~~506	)		(75765,~~056~~224	)
Operating expenses:
General and administrative expenses		1234,~~981,514~~346			1,~~306~~444,~~274~~827			3,~~535~~769,~~006~~352			24,~~612~~057,~~922~~749
Research and development		~~112~~183,~~039~~062			~~455~~211,~~817~~879			~~304~~488,~~959~~021			~~932~~1,~~331~~144,210
Subsidy payments earned		(5616,~~462~~361	)		(31202,~~706~~697	)		(~~107~~124,~~703~~064	)		(38240,~~266~~963	)
Total operating expenses		2401,~~037,091~~047			1,~~730~~454,~~385~~009			34,~~732~~133,~~262~~309			34,~~506~~960,~~987~~996
Loss from operations		(2628,~~258,256~~496	)		(12,~~805~~144,~~441~~177	)		(45,~~452~~080,~~319~~815	)		(35,~~582~~726,~~043~~220	)
Interest expense, net		(~~472~~2,~~624~~282,814	)		(85198,~~798~~968	)		(~~860~~3,~~819~~143,633	)		(~~134~~333,~~416~~384	)
Change in fair value of derivative liability		~~963~~(572,~~039~~845	)		~~(458~~108,~~566~~536	)		~~880~~307,~~680~~835			(~~430~~321,~~417~~881	)
Loss before provision for income taxes		(13,~~767~~484,~~841~~155	)		(2,~~349~~234,~~805~~609	)		(47,~~432~~916,~~458~~613	)		(46,~~146~~381,~~876~~485	)
Provision for income taxes		-			-			-			-
Net loss		(13,~~767~~484,~~841~~155	)		(2,~~349~~234,~~805~~609	)		(47,~~432~~916,~~458~~613	)		(46,~~146~~381,~~876~~485	)
Net loss attributable to the noncontrolling interest		~~815~~997,~~686~~071			~~402~~549,~~516~~049			12,~~624~~621,~~107~~178			~~582~~1,~~961~~132,010
Net loss attributable to Plastinum Polymer Technologies Corp. before accretion of preferred dividends and discount		(952,155	)		(1,947,289	)		(2,808,351	)		(3,563,915	)
Net loss attributable to Plastinum Polymer Technologies
Accretion of preferred dividends and discount		(402,502	)		(443,815	)		(841,440	)		(882,753	)
Corp. before accretion of preferred dividends and discount		(2,487,084	)		(1,685,560	)		(5,295,435	)		(5,249,475	)
Accretion of subsidiary preferred stock dividends		(47,854	)		-			(99,814	)		-
Accretion of preferred dividends and discount		(198,085	)		(448,692	)		(1,039,525	)		(1,331,445	)
Net loss attributable to Plastinum Polymer Technologies Corp. common shareholders	$	(1,402,511	)	$	(2,391,104	)	$	(3,749,605	)	$	(4,446,668	)
Accretion of subsidiary preferred stock dividends		(48,383	)		(53,594	)		(148,197	)		(128,950	)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.05	)
Net loss attributable to Plastinum Polymer Technologies
Weighted average shares outstanding		101,471,461			98,681,749			100,895,874			98,229,826
Corp. common shareholders	$	(2,733,552	)	$	(2,187,846	)	$	(6,483,157	)	$	(6,709,870	)
Net loss per common share, basic and diluted	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.07	)
Weighted average shares outstanding		104,090,266			99,106,623			101,972,372			98,525,303
Comprehensive loss:
Net loss	$	(~~952~~2,~~155~~487,084	)	$	(1,~~947~~685,~~289~~560	)	$	(25,~~808~~295,~~351~~435	)	$	(35,~~563~~249,~~915~~475	)
Foreign currency translation gain (loss)		108,788			(28,842	)		71,938			53,600
Foreign currency translation gain		374,315			53,927			436,259			107,527
Comprehensive loss	$	(~~843~~2,~~367~~112,769	)	$	(1,~~976~~631,~~131~~633	)	$	(24,~~736~~859,~~413~~176	)	$	(35,~~510~~141,~~315~~948	)

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months ended June 30,
	Nine Months ended September 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(47,~~432~~916,~~458~~613	)	$	(46,~~146~~381,~~876~~485	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		~~363~~(1,~~060~~147,803	)		~~650~~932,~~819~~331
Amortization of debt discount		~~323~~1,~~796~~800,114			58141,~~293~~236
Amortization of discount on redeemable preferred stock as interest expense		41291,~~313~~920			-
Change in fair value of derivative liability		(~~880~~307,~~680~~835	)		~~430~~321,~~417~~881
Depreciation and amortization		~~198~~427,~~861~~214			~~163~~75,~~391~~640
Decrease (increase) in accounts receivable		(~~123~~233,~~671~~295	)		~~(28~~6,~~995~~816	)
(Increase) decrease in value added tax refund receivable		~~359~~307,~~328~~877			(3858,~~144~~163	)
Increase in prepaid expense		~~(262~~4,~~719~~404	)		(2394,~~798~~352	)
(Increase) decrease in inventory		7,192			(67,359	)
Increase in inventory		(59,531	)		(84,753	)
Increase in deposits		-			(2124,~~450~~554	)
Increase (decrease) in accounts payable and accrued expenses		(1,369,600	)		294,898
Increase in accounts payable and accrued expenses		65,620			2,014,310
Increase in unearned subsidies		~~449~~461,~~568~~438			-
Cash used in operating activities		(56,~~326~~306,~~010~~490	)		(23,~~728~~151,~~804~~093	)
Cash flows from financing activities
Purchase of equipment		(23,~~417~~273,~~172~~960	)		(~~990~~2,~~162~~631,271	)
Cash used in investing activities		(23,~~417~~273,~~172~~960	)		(~~990~~2,~~162~~631,271	)
Cash flows from financing activities
Proceeds from sale of subsidiary common stock		6,115,300			-
Proceeds from sale of common stock		562,500			-
Proceeds from sale of subsidiary common stock		6,572,592			-
Proceeds from sale of subsidiary preferred stock		-			1,929,600
Cost of sale of subsidiary common stock		(458,638	)		-
Proceeds from sale of note and convertible notes		4,~~833~~835,~~080~~900			46,050,000
Repayment of note		(2,~~661~~663,~~080~~900	)		-
Payments on capital lease		(15176,~~656~~345	)		-
Advances from stockholder		43,~~538~~960			~~1,367~~833
Cash provided by financing activities		78,~~817~~676,~~544~~069			57,980,~~967~~433
Effect of exchange rate changes on cash		~~357~~376,~~308~~429			5259,~~970~~192
Net increase in cash		431,670			2,314,971
Net (decrease) increase in cash		(527,952	)		2,257,261
Cash, beginning of period		800,442			134,554
Cash, end of period	$	1272,~~232,112~~490		$	2,~~449~~391,~~525~~815
Supplemental disclosure of non-cash financing activities:
Preferred dividends paid with common stock	$	~~245~~368,~~924~~886		$	~~362~~485,~~659~~621
Value attributed to warrants issued with convertible note		402,340			-
Beneficial conversion feature of convertible notes		619,540			~~881~~964,~~494~~827
Accretion of discount on redeemable preferred stock		~~638~~761,~~180~~304			~~638~~962,~~180~~559
Accretion of dividend on redeemable preferred stock		~~244~~278,~~573~~221			~~244~~368,~~573~~886
Prepaid expense applied to acquisition of fixed assets		-			17,260
Equipment acquired pursuant to capital lease		~~281~~667,~~808~~723			-
Common stock issued as payment of accrued consulting fees		235,215			-

See accompanying notes to these unaudited condensed consolidated financial statements.

PLASTINUM POLYMER TECHNOLOGIES CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2010 AND 2009

(Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed 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 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 the fourth quarter of 2008, we received a test order for our Infinymer TM product, which we shipped to a customer in Asia. We signed our first contract for commercial delivery of products and began production and sales of products to a customer in the Netherlands during the second quarter of 2009 and exited the development stage.

Through ~~June~~ September 30, 2010, we have generated a relatively small amount of 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.

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

Recent Events and Proposed Reorganization

~~We currently~~On ~~anticipate~~July ~~undertaking~~22, 2010, we entered into a ~~reorganization,~~Reorganization ~~subject~~Agreement toand anticipated seeking stockholder approval, ~~whereby~~for ~~shares~~a reorganization of ~~our~~the ~~common~~Company ~~stock~~pursuant ~~will~~to which, among other things, the Company’s securities would no longer ~~publicly~~be ~~trade~~traded in the United States, but instead ~~our~~the Company’s business operations, which are owned by Plastinum Polymer Technologies BV, a Netherlands company (“Plastinum BV”), which is in turn controlled by PPT Holding, B.V., aour Dutch ~~company and currently a~~ subsidiary ~~of ours~~ (“PPT”), ~~will~~ would be publicly ~~trade~~traded under PPT on a European securities market ~~and the holders of our securities will become holders of similar PPT securities~~ (the “Reorganization”).

~~The Reorganization~~In ~~will~~accordance bewith ~~accomplished~~the byterms ~~(i)~~of the ~~transfer~~Certificate byof usDesignation ~~to PPT~~ of our ~~liabilities~~ ~~against~~Series ~~the~~B-1 ~~settlement~~Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of ashares ~~receivable~~of Series B-1 Preferred Stock was entitled to demand that we ~~have~~redeem ~~from~~such ~~PPT,~~shares ~~(ii)~~ for the ~~transfer~~original purchase price paid by ussuch toholder ~~PPT~~plus ofany ~~our~~accrued ~~assets~~and ~~(other~~unpaid ~~than~~dividends ~~our~~beginning ~~share~~November ~~ownership~~1, 2010. As we previously disclosed in ~~PPT) as~~our Quarterly Report for the quarter ended June 30, 2010, on June 18, 2010 we received a ~~contribution~~demand from a significant holder of ~~share~~shares ~~premium~~of our Series B-1 Preferred Stock that those shares be redeemed by us on ~~our~~November ~~share~~1, ~~ownership~~2010. inThat ~~PPT~~redemption demand would have required us to expend $3,860,000 ~~(iii)~~plus the ~~holders~~ amount of ~~our~~any ~~securities~~accrued ~~receiving~~and ~~similar~~unpaid ~~securities~~dividends inthereon. As ~~PPT~~at ~~via~~September a30, ~~liquidating distribution~~2010, ~~from~~we usdid not have sufficient cash on hand to make that redemption payment. Further, ~~(iv)~~subsequent ~~PPT~~to ~~converting~~September ~~from~~30, 2010, we received a redemption demand from another holder of Series B-1 Preferred Stock.V. (aThat ~~Dutch~~redemption ~~private~~demand ~~limited liability~~would ~~company)~~have ~~into~~required ~~Plastinum~~us ~~Polymer~~to ~~Technologies~~expend N$200,000 plus the amount of any accrued and unpaid dividends thereon.V. The (Company was unable to timely make such redemptions due to a ~~Dutch~~lack ~~public limited~~of ~~liability~~cash ~~company)~~on hand. However, ~~(v)~~as stated below, on January 13, 2011, the holders of in excess of 96% of the outstanding shares of ~~PPT~~Series ~~being~~B-1 ~~publicly~~Preferred ~~traded~~Stock onconverted all of the ~~NYSE~~ ~~Alternext~~shares ~~market~~of inSeries ~~Amsterdam~~B-1 ~~and~~Stock ~~(vi)~~they owned into newly issued Series C Preferred Stock. As a result, only the 2,000 shares of ~~our~~Series ~~Common~~B-1 Preferred Stock ~~being deregistered~~(valued ~~under~~at $200,000 plus accrued but unpaid dividends) held by the Uholder that made the second redemption demand remain outstanding.S. That ~~Securities~~redemption ~~Exchange~~demand ~~Act~~remains ofoutstanding ~~1934~~as the Company does not currently have sufficient cash on hand to make that redemption.

~~If approved by our stockholders~~Further, the ~~Reorganization~~Company ~~will~~was benot ~~consummated~~able ~~and~~to ~~become effective~~make as(i) ~~soon~~required asdividend ~~practicable~~payments ~~after~~due ~~the~~on ~~date of~~ the ~~granting~~Series ofB-1 ~~approval~~Preferred ~~by the~~Stock ~~stockholders~~ and ~~the~~(ii) ~~satisfaction~~certain orrequired ~~waiver~~principal ofand ~~all~~interest ~~other~~payments ~~closing~~on ~~conditions, including~~an ~~the~~aggregate ~~shares~~ of ~~PPT being traded on the Alternext market. After the Reorganization~~$8,522,000 ~~our~~of ~~stockholders~~its ~~will~~outstanding ~~own~~Convertible ~~an interest~~Promissory inNotes ~~Plastinum Polymer Technologies N.V.~~ (“~~Plastinum~~Convertible ~~Netherlands~~Notes”) ~~which will be engaged in the same business that we, through PPT, were engaged in before the Reorganization~~. Our stockholders’ proportionate ownership in our current business and voting rights will not change as a result of the Reorganization. However, 15.93% of the ownership interest in Plastinum Netherlands will continue be held by other investors as a result of investments they previously made directly in Plastinum Netherlands.

~~Basis~~ By the end of ~~Presentation~~October 2010, we did not have sufficient cash on hand with which to pay our employees and our various suppliers, including the employees and suppliers of our subsidiaries. As a result, Plastinum BV was forced to discontinue its business operations beginning early November 2010.

The accompanying unaudited condensed consolidated financial statements as of June 30, 2010 and for the three and six month periods ended June 30, 2010 and 2009 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, 2009 as disclosed in the company's 10-K for that year as filed with the SEC, as it may be amended.

~~The results~~On December 16, 2010, some of ~~the~~Plastinum ~~six~~BV’s ~~months~~employees ~~ended~~petitioned ~~June~~the ~~30,~~District ~~2010~~Court ~~are~~in ~~not~~Amsterdam, ~~necessarily~~The ~~indicative~~Netherlands, ~~of the~~that ~~results~~Plastinum toBV be ~~expected~~declared ~~for~~bankrupt. The ~~the~~District ~~pending~~Court ~~full~~set ~~year~~a ~~ending~~judgment ~~December~~date 31of January 4, ~~2010~~ 2011.

On January 3, 2011, Plastinum BV requested a Moratorium from the District Court. On January 4, 2011, after providing the court with information indicating that additional capital was to be provided to Plastinum BV, the District Court granted the Moratorium.

On January 5, 2011, following prolonged negotiations, we entered into an Investment Agreement among the Company, Richard von Tscharner, PPT, Jacques Mot, the Company’s Chief Executive Officer, Robert van der Hoeven, and certain other parties (the “Investment Agreement”), which closed on January 13, 2011.

Pursuant to the terms of the Investment Agreement, Mr. von Tscharner invested 2,500,000 Euros in PPT in return for which he received additional equity in PPT amounting to approximately 51% of the overall equity in PPT, permitting PPT to resume operations.

Further, pursuant to the terms of the Investment Agreement and as a condition to closing thereunder, on January 13, 2011 (i) holders of in excess of 96% of the Company’s outstanding shares of Series B-1 Stock converted all of the shares of Series B-1 Stock they owned (an aggregate of 59,650 shares) plus an aggregate of $237,946.30 in accrued but unpaid dividends thereon, for a total aggregate value of $6,202,946.30, into 2,481,178.52 newly issued shares of the Company’s Series C Preferred Stock (“Series C Shares”) at a conversion price of $2.50 per Series C Share and (ii) holders of all of the Company’s outstanding Convertible Notes, in an aggregate principal amount of $8,722,000, converted all such Convertible Notes plus all accrued but unpaid interest thereon in the amount of $1,730,967.40, for a total aggregate value of $10,452,967.40, into an aggregate of 4,181,186.96 Series C Shares at a conversion price of $2.50 per Series C Share. A holder of 2,000 shares of Series B-1 Preferred Stock (valued at $200,000 plus accrued but unpaid dividends) did not convert such shares, which currently remain outstanding. The redemption demand with respect to those 2,000 shares remains outstanding as the Company does not currently have sufficient cash on hand to make that redemption.

Each Series C Share will be automatically converted into shares of the Company’s Common Stock at $.025 per share, or 100 shares of Common Stock per Series C Share, at such time as there are a sufficient number of authorized shares of Common Stock available to permit the conversion of all Series C Shares. The Series C Shares have the same voting, dividend and distribution rights as the number of shares of Common Stock into which they would be convertible at the time there are a sufficient number authorized shares of Common Stock to permit the conversion. The Series C Shares have no other dividend rights and do not carry any redemption or similar rights.

As a further condition to the Closing under the Investment Agreement, PPT agreed to hire Mr. van der Hoeven (or an affiliate of his) as Chief Executive Officer of PPT and in connection therewith agreed to issue 15% of the equity in PPT to him or an affiliate of his.

In total, pursuant to the terms of the Investment Agreement and in connection with the conversions of Series B-1 Stock and Convertible Notes and issuances of equity in PPT, on January 13, 2011, (i) the Company issued an aggregate of 6,662,365.48 Series C Shares which are convertible into 666,236,548 shares of Common Stock, or in excess of 86% of the number of shares of the Company’s Common Stock outstanding after such issuances, and (ii) the Company’s ownership interest in PPT has been reduced to 28.4% from 84.1%. As a result of these transaction, the Company now owns only a 28% interest in PPT, the Dutch subsidiary which controls the Company’s business operations through Plastinum BV. PPT at one point was wholly owned by the Company and was approximately 85% owned by the Company prior to these transactions.

As a further condition to the closing of the Investment Agreement, the Company agreed to modify the terms of the Reorganization and amend the Reorganization Agreement. Accordingly, the Company intends to proceed, subject to receipt of stockholder approval, with a modified version of the Reorganization, such that (i) the Company will transfer all of its assets (other than its shares in PPT) and liabilities to PPT, (ii) the Company will distribute the shares in PPT which it owns to the holders of the Company’s outstanding shares of Common Stock and Preferred Stock in proportion to their fully-diluted ownership in the Company, and (iii) the shares of Common Stock of the Company will be deregistered under the federal securities laws. The shares of PPT that the Company’s stockholders will receive in the modified Reorganization will not initially be publicly traded on any securities market and there is currently no intent to register such shares for any such trading.

Plastinum BV restarted production at its factory in Emmen, The Netherlands, during February 2011, after having paid all outstanding employee salaries on January 22, 2011 and after having paid various suppliers.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2010 and for the three and nine month periods ended September 30, 2010 and 2009 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, 2009 as disclosed in the company's 10-K for that year as filed with the SEC, as it may be amended.

The results of the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2010.

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 $47,~~432~~916,~~458~~613 and $46,~~146~~381,~~876~~485 for the ~~six~~nine month periods ended ~~June~~September 30, 2010 and 2009, respectively, have a working capital deficit of $418,~~760~~630,~~374~~829 at ~~June~~September 30, 2010 and have generated minimal revenue through ~~June~~September 30, 2010. 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.

In accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of shares of Series B-1 Preferred Stock iswas entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. On As we previously disclosed in our Quarterly Report for the quarter ended June 1830, 2010, on June 18, 2010 we received a demand from a significant holder of shares of our Series B-1 Preferred Stock that those shares be redeemed by us on November 1, 2010. ~~(the~~That ~~“Demanded Redemption”). The~~redemption ~~Demanded~~demand ~~Redemption~~would ~~will~~have ~~require~~required us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. WeAs doat ~~not~~September ~~currently~~30, 2010, we did not have sufficient cash on hand to make ~~the Demanded~~that ~~Redemption~~redemption payment. ~~Therefore~~ Further, wesubsequent ~~will need~~ to ~~raise~~September ~~such~~30, ~~funds prior~~2010, towe ~~November~~received 1,a ~~2010~~redemption indemand ~~order~~from toanother ~~comply~~holder ~~with~~of ~~the~~Series ~~Demanded~~B-1 ~~Redemption~~Preferred Stock. ~~In the~~That ~~event such~~redemption ~~funds are~~demand ~~raised~~would ~~through~~have ~~equity~~required ~~investments~~us into ~~the Company~~expend $200,000 ~~current~~plus ~~investors~~the inamount ~~the~~of ~~Company~~any ~~may~~accrued ~~incur~~and ~~significant dilution~~unpaid dividends thereon. ~~Should~~The weCompany bewas unable to ~~raise~~timely ~~the cash necessary to~~ make ~~the Demanded Redemption by November 1, 2010,~~ such ~~holder~~redemptions ~~would~~due ~~become~~to a ~~creditor~~lack of ~~the~~ ~~Company~~cash ~~and~~on hand. However, as astated ~~creditor~~below, ~~could~~on ~~seek~~January to13, ~~obtain~~2011, ~~a judgment against~~ the ~~Company~~ ~~for~~holders ~~the~~of ~~amount~~in excess of ~~the~~96% ~~Demanded Redemption.~~of In the ~~event~~outstanding ~~such~~shares ~~holder obtains~~of aSeries ~~judgment~~B-1 ~~against~~Preferred ~~the~~Stock ~~Company~~converted ~~and~~all ~~seeks~~of tothe ~~enforce~~shares ~~such~~of ~~judgment against~~Series ~~the~~B-1 ~~Company,~~Stock wethey ~~may~~owned ~~be forced~~ into ~~seeking~~newly ~~protection~~issued ~~under~~Series ~~bankruptcy laws,~~C ~~which~~Preferred ~~could result in the stockholders' equity in the Company being rendered worthless~~Stock. ~~Additionally,~~As ~~though~~a noresult, ~~additional~~only ~~redemption demands~~the ~~have been received to date~~2,000 ~~other holders of~~ shares of ~~our~~Series B-1 Preferred Stock ~~may~~(valued ~~also~~at ~~make~~$200,000 ~~redemption~~plus ~~demands~~accrued ~~effective~~but ~~November~~unpaid 1,dividends) ~~2010~~held ~~for~~by ~~an aggregate~~the ~~additional~~holder ~~redemption~~that ~~price~~made ofthe ~~$2,305,000 plus~~second ~~any~~redemption ~~accrued~~demand ~~and unpaid~~remain ~~dividends for all other~~ outstanding. That ~~shares~~redemption ~~our~~demand ~~Preferred Stock. Should~~remains weoutstanding ~~receive~~as ~~such~~the ~~additional~~Company ~~redemption~~does ~~demands,~~not wecurrently ~~will need~~have tosufficient ~~raise~~cash ~~additional~~on ~~funds~~hand to ~~meet~~make ~~such~~that ~~additional~~ redemption ~~demands~~.

~~The continuation~~Further, of the Company aswas anot ~~going~~able ~~concern is dependent on our ability~~ to ~~develop~~ ~~revenues~~make 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. During 2009 and 2010 we received $8,222,000 from the sale of convertible promissory notes and in February 2009 we received $1,929,600 from the sale of preferred shares in a Dutch subsidiary. On June 4, 2010, we entered into a Participation Agreement (~~the “Participation Agreement”~~i) ~~with~~required andividend ~~investor,~~payments ~~pursuant~~due toon ~~which we sold and issued to~~ the ~~investor~~Series ~~a 15% equity stake in our Dutch subsidiary, PPT Holding~~ B~~.V.~~-1 ~~(“PPT”). In~~Preferred connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock ~~equivalent~~and ~~to 15% of our Common Stock, on a fully-diluted basis, in the event that the Reorganization~~ (~~described above~~ii) ~~does~~certain ~~not~~required ~~take place. An~~principal ~~additional~~and ~~0.93%~~ interest inpayments ~~PPT~~on ~~was~~an ~~sold in~~aggregate ~~July 2010 to several individual investors for $375,000. As a result~~ of ~~the June 4, 2010 Participation Agreement, during June 2010, we received net proceeds of approximately~~ $58,~~656~~522,~~662 (4,625,~~000 ~~Euros). On October 30, 2009, Plastinum Polymer Technologies Corp. BV, an indirect, majority-owned subsidiary~~ of ~~the~~its ~~Company,~~outstanding ~~signed~~Convertible aPromissory ~~bank~~Notes ~~loan agreement with ABN-AMRO Bank for approximately $3,320,000~~ (~~2,250,000~~“Convertible ~~Euros~~Notes”). During 2009 we signed our first contracts for commercial delivery of products and began production and sales of products to customers in the Netherlands. We will need to generate additional funds, through increased revenue, additional debt or equity financing, or a combination of revenue, equity or debt, in order to execute our business plan, namely, expansion through the set-up of two additional recycling plants, of which one will be in the E.U. and one will be in the U.S., as well as further expanding our current plant in Emmen, The Netherlands. 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 additional ongoing revenue relationships for our products.

See “Recent Events and Proposed Reorganization” above.

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. During 2009 and 2010 we received $8,222,000 from the sale of convertible promissory notes and in February 2009 we received $1,929,600 from the sale of preferred shares in a Dutch subsidiary. During August 2010 we received $562,500 from the sale of 2,500,000 shares of our common stock. On June 4, 2010, we entered into a Participation Agreement (the “Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock equivalent to 15% of our Common Stock, on a fully-diluted basis, in the event that the Reorganization (described above) does not take place. As a result of the June 4, 2010 Participation Agreement, during June 2010, we received net proceeds of approximately $5,657,000 (4,625,000 Euros). An additional 0.93% interest in PPT was sold in July 2010 to several individual investors for proceeds of approximately $457,000 (374,000 Euros). On October 30, 2009, Plastinum Polymer Technologies Corp. BV, an indirect, majority-owned subsidiary of the Company, signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). During 2009 we signed our first contracts for commercial delivery of products and began production and sales of products to customers in the Netherlands. We will need to generate additional funds, through increased revenue, additional debt or equity financing, or a combination of revenue, equity or debt, in order to execute our business plan, namely, expansion through the set-up of two additional recycling plants, of which one will be in the E.U. and one will be in the U.S., as well as further expanding our current plant in Emmen, The Netherlands. 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 additional ongoing revenue relationships for our products.

Should we be unable to develop additional revenues or obtain additional 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.

On July 22, 2010, we entered into a Reorganization Agreement and anticipated seeking stockholder approval for a reorganization of the Company pursuant to which, among other things, the Company’s securities would no longer be traded in the United States, but instead the Company’s business operations, which are owned by Plastinum Polymer Technologies BV, a Netherlands company (“Plastinum BV”), which is in turn controlled by PPT Holding, B.V., our Dutch subsidiary (“PPT”), would be publicly traded under PPT on a European securities market (the “Reorganization”).

Further, the Company was not able to make (i) required dividend payments due on the Series B-1 Preferred Stock and (ii) certain required principal and interest payments on an aggregate of $8,522,000 of its outstanding Convertible Promissory Notes (“Convertible Notes”).

By the end of October 2010, we did not have sufficient cash on hand with which to pay our employees and our various suppliers, including the employees and suppliers of our subsidiaries. As a result, Plastinum BV was forced to discontinue its business operations beginning early November 2010.

On December 16, 2010, some of Plastinum BV’s employees petitioned the District Court in Amsterdam, The Netherlands, that Plastinum BV be declared bankrupt. The District Court set a judgment date of January 4, 2011.

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.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition”. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable and collectibility is reasonably assured.

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 $~~112~~183,~~039~~062 and $~~455~~211,~~817~~879 for the three month periods ended ~~June~~September 30, 2010 and 2009, respectively, and $~~304~~488,~~959~~021 and $~~932~~1,~~331~~144,210 for the ~~six~~nine month periods ended ~~June~~September 30, 2010 and 2009, respectively.

Major Customers

~~Two~~ Three customers accounted for 9396% of our revenues for the ~~six~~nine months ended ~~June~~September 30, 2010 and four customers accounted for ~~93%~~all of our accounts receivable at ~~June~~September 30, 2010.

Loss Per Share

We utilize ASC Topic 260, “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. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. There were 8587,~~796~~841,~~127~~ 915 common share equivalents at ~~June~~September 30, 2010 and 5968,~~307~~534,~~748~~424 at ~~June~~September 30, 2009. For the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Stock-Based Compensation

We account for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

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.

Fair value of financial instruments

In April 2009, we adopted accounting guidance which requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements.

Our short-term financial instruments, including cash accounts receivable, inventory, prepaid expenses and other assets, accounts payable and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of long term convertible notes is based on management estimates and reasonably approximates their book value after comparison to obligations with similar interest rates and maturities. The fair value of the Company’s redeemable preferred stock is estimated to be its liquidation value, which includes accumulated and unpaid dividends. The fair value of the Company’s derivative instruments is determined using option pricing models.

Fair value measurements

Effective November 1, 2008, we adopted new accounting guidance pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. The Company did not elect fair value accounting for any assets and liabilities allowed by previous guidance. Effective January 1, 2009, the Company adopted the provisions accounting guidance that relate to non-financial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on a recurring basis. Effective April 1, 2009, the Company adopted new accounting guidance which provides additional guidance for estimating fair value in accordance with ASC 820, when the volume and level of activity for the asset or liability have significantly decreased. The adoptions of the provisions of ASC 820 did not have a material impact on our financial position or results of operations.

ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., 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. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The table below summarizes the fair values of our financial liabilities that are measured on a recurring basis at fair value as of ~~March~~September 3130, 2010:

	Fair Value at June 30,		Fair Value Measurement Using
	2010		Level 1	Level 2		Level 3
Embedded derivatives		909,980					909,980
	$	909,980	$	$	—	$	909,980

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion liability) for the six months ended June 30, 2010 and 2009.

	Fair Value at September 30,		Fair Value Measurement Using
	2010		Level 1		Level 2		Level 3

Embedded derivatives	$	1,482,825	$	—	$	—	$	1,482,825

	$	1,482,825	$	—	$	—	$	1,482,825

	2010			2009
Balance at beginning of year	$	1,790,660		$	-
Additions to derivative instruments		-			1,987,557
Change in fair value of conversion liability		(880,680	)		430,417
Balance at end of period	$	909,980		$	2,417,974

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion liability) for the nine months ended September 30, 2010 and 2009.

	2010			2009
Balance at beginning of year	$	1,790,660		$	-
Additions to derivative instruments		-			1,987,557
Change in fair value of conversion liability		(307,835	)		321,881

Balance at end of period	$	1,482,825		$	2,309,438

The following is a description of the valuation methodologies used for these items:

Embedded derivatives — these instruments consist of the embedded conversion feature of our preferred stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

Recent Accounting Pronouncements

In June 2009, the FASB issued new accounting guidance which will require more information about the transfer of financial assets where companies have continuing exposure to the risks related to transferred financial assets. This guidance is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In June 2009, the FASB issued new accounting guidance which will change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. Under this guidance, determining whether a company is required to consolidate an entity will be based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. This guidance is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In February 2010, the FASB issued FASB ASU 2010-09, “Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements,” which clarifies certain existing evaluation and disclosure requirements in ASC 855 “Subsequent Events” related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effectively immediately. The new guidance does not have an effect on it’s the Company’s results of operations and financial condition.

9In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Improving Disclosures about Fair Value Measurements, ” which clarifies certain existing disclosure requirements in ASC 820 “Fair Value Measurements and Disclosures,” and requires disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial condition.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Improving Disclosures about Fair Value Measurements,” which clarifies certain existing disclosure requirements in ASC 820 “Fair Value Measurements and Disclosures,” and requires disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial condition.13

Other recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements.

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 ~~six~~nine months ended ~~June~~September 30, 2010, we issued 12,~~297~~294,~~658~~916 shares of common stock as payment of $~~245~~368,~~924~~886 of accrued preferred dividends.

During the three months ended June 30, 2010, we issued 989,620 shares of common stock as payment of $235,215 of accrued consulting fees.

During ~~June~~ July 2010, we ~~received~~issued ~~net proceeds of approximately $5~~102,~~656,662~~250 ~~(4,625,000 Euros)~~shares ~~from the sale~~ of ~~a 15% interest (representing newly issued shares) in~~ our ~~previously~~ ~~wholly~~common ~~owned~~stock ~~subsidiary, PPT Holding B.V.This amount is included~~ as ~~a part~~payment offor ~~the~~services ~~noncontrolling~~valued ~~interest~~at ~~in the financial statements~~$10,110.

During August 2010 we received $562,500 from the sale of 2,500,000 shares of our common stock.

During June 2010, we received net proceeds of approximately $5,656,662 (4,625,000 Euros) from the sale of a 15% interest (representing newly issued shares) in our previously wholly owned subsidiary, PPT Holding B.V. During July 2010 we received an additional $457,293 (374,000 Euros) upon the sale of 0.93% of PPT newly issued common stock. These proceeds are included as a part of the noncontrolling interest in the financial statements.

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 ($0.35 adjusted conversion price at December 31, 2009), subject to adjustment for customary anti-dilution provisions. The conversion price was adjusted to $0.34 per share during the three months ended March 31, 2010 as a result of the 2010 sale of the convertible note described in Note F. 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.

We have reclassified the carrying value of the redeemable preferred stock for which we have received a redemption notification as a current liability. We have charged the amortization of discount and costs and accretion of dividends on these shares to interest expense, commencing with the date of the redemption notification and reclassification to current liability. The charge to interest expense was $41,313.14

~~The charge~~We tohave ~~additional~~reclassified ~~paid-in~~the ~~capital~~carrying ~~for~~value ~~amortization~~ of ~~discount~~the ~~and~~redeemable ~~costs~~preferred stock for ~~the~~ ~~three~~which ~~months~~we ~~ended~~received ~~June~~a ~~30,~~redemption ~~2010~~notification ~~and~~as ~~2009~~at ~~was~~September ~~$292~~30,~~371~~ ~~and~~2010 ~~$320,853, respectively.~~as ~~The~~a ~~charge~~current toliability. ~~additional~~We ~~paid-in~~have ~~capital~~charged ~~for~~the amortization of discount and costs ~~for~~and ~~the~~accretion ~~six~~of ~~months~~dividends ~~ended~~on ~~June~~these 30shares to interest expense, ~~2010~~commencing ~~and~~with ~~2009~~the ~~was~~date ~~$609,698~~ of the redemption notification and ~~$638,180,~~reclassification ~~respectively~~to current liability. The ~~amortization~~charge ~~has~~to ~~been~~interest ~~charged~~expense towas ~~additional paid-in~~for ~~capital~~the ~~since~~three ~~there~~and isnine amonths ~~deficit~~ended inSeptember ~~retained~~30, ~~earnings~~2010 was $250,607 and $291,920, respectively.

10The charge to additional paid-in capital for amortization of discount and costs for the three months ended September 30, 2010 and 2009 was $151,606 and $324,379, respectively. The charge to additional paid-in capital for amortization of discount and costs for the nine months ended September 30, 2010 and 2009 was $761,304 and $962,559, respectively. The amortization has been charged to additional paid-in capital since there is a deficit in retained earnings.

For the three months ended ~~June~~September 30, 2010 and 2009, we have accrued dividends in the amount of $~~122~~124,~~962~~313 for each period. For the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, we have accrued dividends in the amount of $~~244~~368,~~573~~886 for each period. The charge to additional paid-in capital for the three months ended ~~June~~September 30, 2010 and 2009 was $~~110~~46,~~131~~479 and $~~122~~124,~~962~~313, respectively. The charge to additional paid-in capital for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 was $~~231~~278,~~742~~221 and $~~244~~368,~~573~~886, 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 have been added to the carrying value of the preferred stock. During 2010, we issued 12,~~297~~294,~~658~~916 shares of common stock as payment of $~~245~~368,~~924~~886 of accrued preferred dividends. Accrued and unpaid dividends included in the carrying value of the preferred stock at ~~June~~September 30, 2010 and December 31, 2009 total $~~102~~103,~~188~~539 and $103,539, respectively.

NOTE D - INVENTORY

Inventory at ~~June~~September 30, 2010 and December 31, 2009 consists of the following:

	2010		2009
Raw materials	$	2522,~~787~~623	$	38,395
Finished goods		1187,~~000~~271		12,547
	$	36109,~~787~~894	$	50,942

NOTE E - PROPERTY AND EQUIPMENT

Property and equipment at ~~June~~September 30, 2010 and December 31, 2009 is summarized as follows:

	2010			2009
Furniture, Office Equipment, Website and Improvements	$	~~154~~157,~~020~~679		$	154,714
Equipment		79,~~233~~601,~~743~~393			5,597,929
		7,387,763			5,752,643
		9,759,072			5,752,643
Accumulated depreciation		(~~277~~545,~~304~~086	)		(108,304	)
	$	79,~~110~~213,~~459~~986		$	5,644,339

Depreciation expense recorded in the statement of operations for the three months ended ~~June~~ September 30, 2010 and 2009 is $~~183~~228,~~060~~354 and $~~102~~(87,~~662~~750), respectively. For the three months ended ~~June~~September 30, 2010 and 2009 ($413,~~092)~~257 and $90(80,~~693~~351), respectively, of depreciation expense is included in research and development expense.

Depreciation expense recorded in the statement of operations for the ~~six~~nine months ended ~~June~~ September 30, 2010 and 2009 is $~~198~~427,~~861~~215 and $~~163~~75,~~391~~641, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 $316,~~063~~320 and $~~141~~61,~~865~~514, respectively, of depreciation expense is included in research and development expense.

During the third quarter of 2009 we revised our estimate of the useful lives of our property and equipment.

During the three months ended March 31, 2010 and the year ended December 31, 2009, the Company capitalized equipment totaling $1,495,095 and 5,280,487 respectively. Capitalized equipment costs are depreciated on a straight-line basis over the estimated economic lives, beginning when the equipment is placed into service. As of March 31, 2010, the Company had equipment that was not placed in service totaling $6,351,997. All of this equipment was placed in service during the second quarter of 2010.

NOTE F - CONVERTIBLE NOTES PAYABLE

On January 19, 2010, we entered into a Note Purchase Agreement with an investor pursuant to which we sold and issued a convertible promissory note in the principal amount of $2,172,000 (the “Note”). The Note accrues interest at a rate of 10% per annum and matures on January 19, 2013. The Note is convertible into shares of common stock at an initial conversion price of $0.20 per share or a total of 10,860,000 shares, subject to adjustment as contained in the Note. In addition, the investor received a warrant to purchase an aggregate of 3,620,000 shares of our common stock at an exercise price of $0.20 per share. In accordance with ASC Topic 470 - 20, “Debt with Conversions and Other Options”, a portion of the proceeds was allocated to the warrant based on its relative fair value, which totaled $402,340 using the Black-Scholes option pricing model. The remaining balance was allocated to the convertible note. The assumptions used in the Black-Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 137%, (3) risk-free interest rate of 0.875%, (4) expected life of 1.5 years and (5) estimated fair value of Plastinum common stock of $0.22 per share. Since the effective conversion price was less than the fair value of our common stock on the date of issue we have recorded a beneficial conversion feature in the amount of $619,540. The aggregate discount of $1,021,880 will be amortized over the life of the Note. ~~During the three and six months ended June 30, 2010 amortization as interest expense amounted to $84,846 and $151,044, respectively.~~

11We were in default of all of our convertible debentures at September 30, 2010. As a result of the default, the interest rate on our 2009 and 2010 debentures (aggregate principal balance of $8,222,000) increased to 15%. Also, as a result of the default, all convertible debentures became due currently and have been classified as current liabilities at September 30, 2010. All remaining unamortized discount has been charged to interest expense during the third quarter of 2010. See also “NOTE K – SUBSEQUENT EVENTS” below.

During the three and ~~six~~nine months ended ~~June~~September 30, 2010 amortization as interest expense related to notes sold in 2010, 2009 and 2006 amounted to $811,~~212~~476,319 and $~~169~~1,~~405~~800, 114, respectively.

NOTE G – DERIVATIVE LIABILITY

At ~~June~~ September 30, 2010 we recalculated the fair value of the conversion feature of our preferred stock subject to derivative accounting and have determined that the fair value at ~~June~~September 30, 2010 is $909,980. The fair value of the conversion features was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.~~625~~375%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 134%; (4) an expected life of the conversion feature of 1.5 years and (5) estimated fair value of Plastinum common stock of $0.1318 per share.

We have recorded a ~~gain~~charge of $~~963~~572,~~039~~845 during the three months ended ~~June~~September 30, 2010 and a ~~charge~~ gain of $~~458~~108,~~566~~536 during the three months ended ~~June~~September 30, 2009, respectively, related to the change in fair value during those periods.

We have recorded a gain of $~~880~~307,~~680~~835 during the ~~six~~nine months ended ~~June~~September 30, 2010 and a charge of $~~430~~321,~~417~~881 during the ~~six~~nine months ended ~~June~~September 30, 2009, respectively, related to the change in fair value during those periods.

NOTE H – NONCONTROLLING INTEREST

On June 4, 2010, we entered into a Participation Agreement (the “Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock equivalent to 15% of the our Common Stock, on a fully-diluted basis, or 32,675,608 shares of Common Stock, in the event that the Reorganization (described under “Management’s Plan of Operation – Proposed Reorganization”) does not take place. ~~An additional 0.93%~~ ~~interest in PPT was sold in July to several individual investors for $375,000.~~ As a result of the June 4, 2010 Participation Agreement, during June 2010, we received net proceeds of approximately $5,656,662 (4,625,000 Euros). An additional 0.93% interest in PPT was sold in July to several individual investors for approximately $457,293 (374,000 Euros).

The 49% third party ownership of Polymer Technologies Corp. B.V. and the 15.93% third party ownership of PPT Holding B.V.at ~~June~~September 30, 2010 are recorded as a noncontrolling interest in the consolidated financial statements.

For the ~~six~~ nine months ended ~~June~~September 30, 2010 the noncontrolling interest is summarized as follows:

	Amount
Balance at December 31, 2009	$	43,057
Third party investment		56,~~656~~113,~~662~~955
Accretion of noncontrolling interest preferred dividend		99148,~~814~~197
Noncontrolling interest’s share of losses		(12,~~624~~621,~~107~~178	)
Balance at June 30, 2010	$	4,175,426
Balance at September 30, 2010	$	3,684,031

During the three and ~~six~~nine months ended ~~June~~September 30, 2010, we have recorded $4748,~~854~~383 and $99148,~~814~~197, respectively, of dividends related to the Polymer Technologies Corp. B.V. noncontrolling interest’s preferred stock. The dividends have not been paid. These dividends have been credited to the noncontrolling interest with a corresponding charge to additional paid-in capital since there is a deficit in retained earnings.

NOTE I – EMPLOYEE STOCK OPTIONS

During the ~~three~~third ~~months~~quarter ~~ended~~of ~~June~~2010 ~~30,~~management ~~2010~~assessed the performance based vesting requirements of the remaining unvested employee stock options and ~~2009,~~has wedetermined ~~recognized~~that ~~$181,530~~it is unlikely that the performance conditions will be attained and ~~$325,409,~~ ~~respectively~~that it is probable that the options will not vest. As a result, inwe have reversed all previously recorded compensation ~~cost~~expense related to ~~stock~~the unvested options during the third quarter.

During the ~~six~~three months ended ~~June~~September 30, 2010 and 2009, we recognized a credit of $~~363~~1,~~060~~520,973 and an expense of $~~650~~265,~~819~~342, respectively, ~~in compensation cost~~ related to stock options.

During the nine months ended September 30, 2010 and 2009, we recognized a credit of $1,157,913 and an expense of $916,161, respectively, in compensation cost related to stock options.

NOTE J - COMMITMENTS

Rent expense for the three months ended ~~June~~September 30, 2010 and 2009 was $97153,~~329~~390 and $7768,~~502~~688, respectively. Rent expense for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 was $~~210~~363,~~435~~825 and $~~124~~193,~~513~~201, respectively.

NOTE K - SUBSEQUENT EVENTS

~~During~~On July 22, 2010, we ~~received~~entered ~~$375~~into a Reorganization Agreement and anticipated seeking stockholder approval for a reorganization of the Company pursuant to which,~~000~~ ~~upon~~among other things, the ~~sale~~Company’s ofsecurities 0would no longer be traded in the United States, but instead the Company’s business operations, which are owned by Plastinum Polymer Technologies BV, a Netherlands company (“Plastinum BV”), which is in turn controlled by PPT Holding, B.~~93%~~V., of our Dutch subsidiary (“PPT”), ~~newly~~would ~~issued~~be ~~common~~publicly ~~stock.~~traded under PPT on a European securities market (the “Reorganization”).

~~During~~In ~~July~~accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of shares of Series B-1 Preferred Stock was entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. As we ~~issued~~previously ~~102~~disclosed in our Quarterly Report for the quarter ended June 30,~~250~~ 2010, on June 18, 2010 we received a demand from a significant holder of shares of our ~~common~~Series ~~stock~~B-1 as Preferred Stock that those shares be redeemed by us on November 1, 2010. That redemption demand would have required us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. As at September 30, 2010, we did not have sufficient cash on hand to make that redemption payment. ~~for~~Further, ~~services~~subsequent to September 30, 2010, we received a redemption demand from another holder of Series B-1 Preferred Stock. That redemption demand would have required us to expend $200,000 plus the amount of any accrued and unpaid dividends thereon. The Company was unable to timely make such redemptions due to a lack of cash on hand. However, as stated below, on January 13, 2011, the holders of in excess of 96% of the outstanding shares of Series B-1 Preferred Stock converted all of the shares of Series B-1 Stock they owned into newly issued Series C Preferred Stock. As a result, only the 2,000 shares of Series B-1 Preferred Stock (valued at $200,000 plus accrued but unpaid dividends) held by the holder that made the second redemption demand remain outstanding. That redemption demand remains outstanding as the Company does not currently have sufficient cash on hand to make that redemption.

~~During~~Further, ~~August~~the ~~2010~~Company wewas ~~received~~not ~~$562,500~~able ~~from~~to make (i) required dividend payments due on the ~~sale~~Series B-1 Preferred Stock and (ii) certain required principal and interest payments on an aggregate of 2$8,~~500~~522,000 ~~shares~~ of ~~our~~its ~~common~~outstanding ~~stock~~Convertible Promissory Notes (“Convertible Notes”).

12By the end of October 2010, we did not have sufficient cash on hand with which to pay our employees and our various suppliers, including the employees and suppliers of our subsidiaries. As a result, Plastinum BV was forced to discontinue its business operations beginning early November 2010.

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 consolidated financial statements and related notes included as part of this report.

CAUTION: SUBSEQUENT TO THE PERIOD COVERED BY THIS REPORT, WE EXPERIENCED SEVERE FINANCIAL DIFFICULTIES, WE SIGNIFICANTLY REDUCED OUR OWNERSHIP INTEREST IN OUR OPERATIONS, AND WE HAVE AGREED, SUBJECT TO RECEIPT OF STOCKHOLDER APPROVAL, TO A REORGANIZATION.

CONSEQUENTLY, THIS DISCUSSION, AS WELL AS THE FINANCIAL STATEMENTS CONTAINED HEREIN, MUST BE READ IN CONJUNCTION WITH THE “Recent Events and Proposed Reorganization” SECTION IMMEDIATELY BELOW.

Recent Events and Proposed Reorganization

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 ~~May 17~~September 30, 2010, we were pursuing a business plan related to the Plastinum Process described below. We own and develop a patented proprietary plastic blending technology, whereby various kinds of immiscible plastics previously considered non-compatible 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 (Infinymer TM ).

Through March 31, 2009 we were considered to be in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities” . We began production and sales of products during the second quarter of 2009 and exited the development stage. As of the beginning of 2010, we have an operating capacity of 10,000 metric tons per year.

The Plastinum Process

We own and develop a patented and proprietary plastic blending technology (Blendymer TM ), whereby various kinds of immiscible plastics previously considered non-compatible can be mechanically mixed into a new polymer compound (Infinymer TM ). 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 waste to the creation of new thermo plastic compounds (Infinymer TM ). With the Blendymer TM we are able to alter the physical properties of the Infinymer TM to meet the customer’s specifications.

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 waste).

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 waste plastic.

13During October 2006 we opened a pilot plant in the EMMTEC Industry & Business Park, Emmen, The Netherlands with a processing capacity of 1,500 metric tons annually. This plant is our showcase for the recycling of different streams of total post-consumer mixed plastic waste, such as household waste). We have changed this pilot plant in Emmen into our first commercial plant through an increase in the workforce and commencement of production to fulfill our customer orders. Production and delivery in the Netherlands of our INFINYMER TM recycled plastic compounds began during the second quarter of 2009. Recent demand for INFINYMER TM has risen and as of December 31, 2009 exceeded the capacity of our Emmen plant. We have successfully increased the production capacity of our plant in Emmen to 10,000 metric tons per year. Due to the increasing demand of our Infinymer, we are furthering the expansion of our plant in Emmen to 30,000 metric tons per year, which we anticipate completing by 2012.

During October 2006 we opened a pilot plant in the EMMTEC Industry & Business Park, Emmen, The Netherlands with a processing capacity of 1,500 metric tons annually. This plant is our showcase for the recycling of different streams of total post consumer mixed plastic waste, such as household waste). We have changed this pilot plant in Emmen into our first commercial plant through an increase in the workforce and commencement of production to fulfill our customer orders. Production and delivery in the Netherlands of our INFINYMER TM recycled plastic compounds began during the second quarter of 2009. Recent demand for INFINYMER TM has risen and as of December 31, 2009 exceeded the capacity of our Emmen plant. We have successfully increased the production capacity of our plant in Emmen to 10,000 metric tons per year. Due to the increasing demand of our Infinymer, we are furthering the expansion of our plant in Emmen to 30,000 metric tons per year, which we anticipate completing by May 2011.

The strategies for commercial implementation of the Plastinum technology range from stand-alone plants, such as the plant in Emmen, to units integrated within an existing plastic or waste processing facility. Plastinum anticipates achieving this through joint venture contracts with large parties in the waste material or the plastic processing industry, or through stand-alone plants with strategic contracts. In a later stage we anticipate that independent parties will approach us for licensing contracts, or machine leasing arrangements in order to enable them to make use of the Plastinum technology.

We have entered into multiple sales contracts and resulting orders have been, and continue to be, delivered and invoiced to clients from The Netherlands. Test materials have been shipped to parties in both the United States and Europe to enable various potential customers to continue testing our materials. Our Research and Development group is continuing to test alternative waste streams being generated and collected worldwide.

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 (joint-venture) collaboration or the straight purchase of source materials.

In the EU, it is anticipated that source materials will be obtained from various parties. We have ~~reached~~signed ana supply agreement ~~with~~Nedvang, a Dutch company ~~regarding household waste from The Netherlands and we recently signed a second supply agreement with Nedvang~~. Nedvang was founded by producers and importers and appointed by the Dutch Government to coordinate and finance the process of collection and processing of waste in the Netherlands.

Proposed Reorganization

We currently anticipate undertaking a reorganization, subject to stockholder approval, whereby shares of our Common Stock will no longer publicly trade in the United States, but instead our business operations, which are controlled by PPT Holding B.V., a Dutch company and currently a subsidiary of ours (“PPT”), will publicly trade under PPT on a European securities market and the holders of our securties will become holders of similar PPT securities (the “Reorganization”).

The Reorganization will be accomplished by (i) the transfer by us to PPT of our liabilities against the settlement of a receivable that we have from PPT, (ii) the transfer by us to PPT of our assets (other than our share ownership in PPT) as a contribution of share premium on our share ownership in PPT, (iii) the holders of our securities receiving similar securities in PPT via a liquidating distribution from us, (iv) PPT converting from a B.V. (a Dutch private limited liability company) into Plastinum Polymer Technologies N.V. (a Dutch public limited liability company), (v) the shares of PPT being publicly traded on the NYSE Alternext market in Amsterdam and (vi) the shares of our Common Stock being deregistered under the U.S. Securities Exchange Act of 1934.

If approved by our stockholders, the Reorganization will be consummated and become effective as soon as practicable after the date of the granting of approval by the stockholders and the satisfaction or waiver of all other closing conditions, including the shares of PPT being traded on the Alternext market. After the Reorganization, our stockholders will own an interest in Plastinum Polymer Technologies N.V. (“Plastinum Netherlands”) which will be engaged in the same business that we, through PPT, were engaged in before the Reorganization. Our stockholders’ proportionate ownership in our current business and voting rights will not change as a result of the Reorganization. However, 15.93% of the ownership interest in Plastinum Netherlands will continue be held by other investors as a result of investments they previously made directly in Plastinum Netherlands.

Plan of Operation

Our plan of operation for the ~~twelve~~twenty four month period following ~~June 30~~January, ~~2010~~2011 is to increase the capacity of our plant in Emmen to meet the rising demand for the InfinymerTM . This includes enlarging our plant for the recycling of mixed plastic household waste from a processing capacity of 10,000 MT annually to 30,000 MT annually:

¨We ~~Increase~~currently ~~the~~have ~~capacity~~budgeted ofapproximately ~~our~~$3,625,016 ~~plant~~ in ~~Emmen~~cash toexpenditures ~~meet~~for the ~~rising~~twelve ~~demand~~month ~~for~~period ~~the~~following ~~Infinymer~~September TM30, .2010, ~~This~~including ~~includes~~(1) ~~enlarging~~approximately $1,823,827 to cover our ~~plant~~projected ~~for~~general ~~the~~and ~~recycling~~administrative ofexpense ~~mixed~~during ~~plastic~~this ~~household~~period; ~~waste~~(2) ~~from~~approximately a$45,889 ~~processing~~for ~~capacity~~research ofand 10development activities; (3) approximately $1,~~000~~093,507 MTfor ~~annually~~the necessary capital expenditure to 30further expand our Netherlands plant; and (4) approximately $661,~~000~~793 MTfor ~~annually~~Working Capital needs at our Netherlands plant.

¨From ~~Set~~November up2007 ~~additional~~through ~~plants~~July in2008, ~~the~~we EUsold $6,165,000 of securities through a private placement of securities. During 2009 and ~~the~~2010, ~~USA~~we ~~for~~sold and issued convertible promissory notes in the ~~recycling~~aggregate ofprincipal ~~mixed~~amount ~~plastic~~of ~~household~~$8,222,000. ~~waste~~We toalso agenerated ~~processing~~sales ~~capacity~~revenues of 93approximately $556,000 MTduring the year ended December 31, ~~planned~~2009 ~~for~~and ~~2011~~$551,000 in 2010.

¨ Open a commercial recycling plant in the United States, planned for 2011 through a Joint Venture or Licensing operation.

¨ Proceed with research and development for virgin market applications and the development of new virgin compounds.

We currently have budgeted approximately $8,500,000 in cash expenditures for the twelve month period following June 30, 2010, including (1) approximately $3,000,000 to cover our projected general and administrative expense during this period; (2) approximately $500,000 for research and development activities; (3) approximately $3,500,000 for the necessary capital expenditure to further expand our Netherlands plant; and (4) approximately $1,500,000 for Working Capital needs at our Netherlands plant.

The actual start of the set up of a second plant in the EU and/or in the U.S. will require us to start ordering with suppliers and making down payments to those suppliers. These amounts are not included in above cash budget as both amounts and timing are uncertain and conditional of reaching agreement with potential joint-venture partners.

From November 2007 through July 2008, we sold $6,165,000 of securities through a private placement of securities. During 2009 and 2010, we sold and issued convertible promissory notes in the aggregate principal amount of $8,222,000. We also generated sales revenues of approximately $556,000 during the year ended December 31, 2009 and $310,000 in 2010.

On February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the “Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V., our indirect previously wholly-owned Dutch subsidiary (the “BV”), (ii) PPT Holding B.V., our direct, wholly-owned Dutch subsidiary and the owner of our interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv) N.V. NOM, Investerings- en ontwikkelingsmaatschappij voor Noord-Nederland, a Dutch public limited company (“NOM”) with the State of the Netherlands (Ministry of Economic Affairs) and the provinces of Groningen, Friesland and Drenthe as its shareholders, NOM invested € 1,500,000 in the BV and in return received preferential shares in the BV giving NOM a 49% share in the profits of the BV. Pursuant to the terms of the Participation Agreement, (i) the preferential shares received by NOM are entitled to cumulative annual 10% dividends, (ii) the preferential shares received by NOM may be repurchased from NOM by the BV at any time for 150% of the purchase price originally paid for the preferential shares by NOM and (iii) if not repurchased by the BV by January 1, 2013, the preferential shares received by NOM may be converted by NOM into 49% of the ordinary shares of the BV. The Participation Agreement also provides for, among other things, (i) anti-dilution protection for NOM in the event shares in the BV are sold at a lower valuation than that at which NOM made its investment , (ii) restrictions on transfer of shares in the BV, (iii) provisions regarding the operation of the board of directors of the BV, (iv) restrictions on dividend payments by the BV until the dividends payable on the preferential shares received by NOM are paid and (v) certain non-competition provisions governing the BV and Jacques Mot. Further, in the event of a conversion by NOM of its preferential shares in the BV, the following dividend policy will be in effect at the BV: (i) when the solvency of the BV is below 30%, no dividends will be paid; (ii) when the solvency of the BV is between 30% and 50%, 50% of the BV’s net income will be paid out as dividends; and (iii) when the solvency of the BV is over 50%, 100% of the BV’s net income will be paid out as dividends.

On October 30, 2009, Plastinum Polymer Technologies Corp. BV, an indirect, majority-owned subsidiary of the Company, signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). Interest is payable quarterly based on a variable rate (currently 4.3%). Repayment of principal will begin on January 1, 2011. Both NOM, our joint venture partner in Plastinum Polymer Technologies Corp. BV, and PPT Holding B.V., a wholly-owned subsidiary of the Company, gave ABN-AMRO Bank irrevocable guarantees of EUR 250,000 regarding payment of principal and interest. The guarantee provided by PPT Holding B.V. is via a bank guarantee from Societé General S.A., which in turn is secured by a hold placed on EUR 250,000 deposited by the Company with Societé General S.A. The assets and receivables of Plastinum Polymer Technologies BV are pledged to ABN-AMRO Bank as collateral for the facility.

On June 4, 2010, we entered into a Participation Agreement (the “Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock equivalent to 15% of the our Common Stock, on a fully-diluted basis, in the event that the Reorganization (described under “Management’s Plan of Operation – Proposed Reorganization”) does not take place. An additional 0.93% interest in PPT was sold in July to several individual investors for $375,000. As a result of the June 4, 2010 Participation Agreement, during June 2010, we received net proceeds of approximately $5,656,662 (4,625,000 Euros).23

On June 4, 2010, we entered into a Participation Agreement (the “Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock equivalent to 15% of the our Common Stock, on a fully-diluted basis, in the event that the Reorganization (described under “Management’s Plan of Operation – Proposed Reorganization”) does not take place. An additional 0.93% interest in PPT was sold in July 2010 to several individual investors for proceeds of approximately $457,000 (374,000 Euros). As a result of the June 4, 2010 Participation Agreement, during June and July 2010, we received net proceeds of approximately $6,114,000 (4,999,000 Euros).

We will need to generate additional funds in order to execute our business plan, namely, expansion through the set-up of additional recycling plants and expansion of our existing recycling plant. 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 additional 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.

Results of Operations

Three Months Ended ~~June~~September 30, 2010 Compared to the Three Months Ended ~~June~~September 30, 2009

Sales and cost of sales

We began commercial production and sales of our products during the second quarter of 2009. Sales for the three months ended ~~June~~September 30, 2010 totaled $~~200~~240,~~573~~679, with sales of $60210,~~830~~145 during the three months ended ~~June~~September 30, 2009. Cost of sales includes labor, raw materials, additives and energy cost. During the three month periods ended ~~June~~September 30, 2010 and 2009 we generated gross losses on sales of $~~221~~227,~~165~~449 and $75690,~~056~~168, respectively. The gross losses from current sales resulted from the transition from a pilot and testing facility to actual production plant. This is mainly due to lack of scale and start -up problems with raw material delivery and pre-treatment. This also induced us to use alternative but more expensive raw materials.

Expenses and operating losses

Operating losses ~~increased~~decreased from $12,~~805~~144,~~441~~177 in 2009 to $2628,~~258,256~~496 in 2010. The ~~increase~~decrease of $~~452~~1,~~815~~515,681 was the result of the ~~increase~~decrease in gross loss on sales of $~~146~~462,~~109~~719 as described above, ana ~~increase~~decrease of $~~675~~1,~~240~~210,481 in general and administrative expenses, from $1,~~306~~444,~~274~~827 in 2009 to $1234,~~981,514~~346 in 2010, ~~partially~~and ~~offset by~~ a decrease in research and development expenses of $~~343~~28,~~778~~817, from $~~455~~211,~~817~~879 in 2009 to $~~112~~183,~~039~~ 062 in 2010, ~~and~~offset anby ~~increase~~a decrease in earned subsidies of $24186,~~756~~336, from $31202,~~706~~697 in 2009 to $5616,~~462~~361 in 2010. The primary components of our general and administrative expenses for each of the periods are compensation expense, consulting and professional fees, rent and travel expenses. The ~~increase~~decrease in general and administrative expenses from 2009 to 2010 results primarily from ~~increases~~a in reversal of previously recorded stock based compensation expense of ~~approximately~~ $~~155~~1,~~000~~521,000 ~~professional~~during ~~fees~~the 2010 period (based on revisions of ~~approximately~~ ~~$38,000~~the ~~and~~potential attainment of vesting provisions contained in the equity instruments) offset by an increase in depreciation expense of approximately $~~171~~315,000. Other increases and decreases in general and administrative expenses offset. Aggregate research and development expenses decreased in 2010 as we became operational in late 2009 and have begun to streamline our research activities to new applications. Subsidy payments received are based on expenditures for compensation, capital investments and other disbursements. Our overall 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 and 2007 we received approximately $3,869,000 and $3,566,000, respectively, in proceeds from the sale of preferred stock and from the exercise of warrants. During 2009 and 2010 we received $8,222,000 from the sale of convertible promissory notes. During June 2010, we received net proceeds of approximately $5,656,662 (4,625,000 Euros) from the sale of a 15% interest (representing newly issued shares) in our previously wholly owned subsidiary, PPT Holding B.V. During February 2009 we received $1,929,600 from the sale of a non controlling interest in a Dutch subsidiary. On October 30, 2009, Plastinum Polymer Technologies Corp. BV signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). We have drawn down 2,000,000 Euros against the facility. The additional working capital has enabled us to expand our operations, partially implement our business plan, improve our products 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.24

~~Six months~~During ~~ended~~2008 ~~June~~and 302007 we received approximately $3,869,000 and $3,566,000, respectively, in proceeds from the sale of preferred stock and from the exercise of warrants. During 2009 and 2010 ~~Compared~~we toreceived $8,222,000 from the ~~Six~~sale ~~months~~of ~~ended~~convertible promissory notes. During June and July 2010, we received net proceeds of approximately $6,114,000 (4,999,000 Euros) from the sale of a 15.93% interest (representing newly issued shares) in our previously wholly owned subsidiary, PPT Holding B.V. During February 2009 we received $1,929,600 from the sale of a non controlling interest in a Dutch subsidiary. On October 30, 2009, Plastinum Polymer Technologies BV signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). We have drawn down 2,000,000 Euros against the facility. The additional working capital has enabled us to expand our operations, partially implement our business plan, improve our products 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, 2010 Compared to the Nine months ended September 30, 2009

Sales and cost of sales

We began commercial production and sales of our products during the second quarter of 2009. Sales for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 totaled $~~309~~550,~~929~~608 and $60270,~~830~~975, respectively. Cost of sales includes labor, raw materials, additives and energy cost. During the ~~six~~nine month periods ended ~~June~~September 30, 2010 and 2009 we generated gross losses on sales of $~~720~~947,~~057~~506 and $75765,~~056~~224, respectively. The gross losses from current sales resulted from the transition from a pilot and testing facility to actual production plant. This is mainly due to lack of scale and ~~start~~ start-up problems with raw material delivery and pre-treatment. This also induced us to use alternative but more expensive raw materials.

Expenses and operating losses

Operating losses ~~increased~~decreased from $34,~~582~~960,~~043~~996 in 2009 to $4,~~452~~133,~~319~~309 in 2010. The ~~increase~~decrease of $~~870~~827,~~276~~687 was the result of ~~the~~a ~~increase~~decrease ~~in gross loss on sales~~ of $~~645~~288,~~001~~397 ~~as described above, and an increase of $922,084~~ in general and administrative expenses, from $24,~~612~~057,~~922~~749 in 2009 to $3,~~535~~769,~~006~~352 in 2010, ~~partially~~and ~~offset by~~ a decrease in research and development expenses of $~~627~~656,~~372~~189, from $~~932~~1,~~331~~144,210 in 2009 to $~~304~~488,~~959~~021 in 2010, ~~and~~partially offset by an increase in gross loss on sales of $182,282 as described above, and a decrease in earned subsidies of $69116,~~437~~899, from $38240,~~266~~963 in 2009 to $~~107~~124,~~703~~064 in 2010. The primary components of our general and administrative expenses for each of the periods are compensation expense, consulting and professional fees, rent and travel expenses. The ~~increase~~decrease in general and administrative expenses from 2009 to 2010 results primarily from a reversal of previously recorded stock based compensation expense of $1,521,000 during the third quarter of 2010 (based on revisions of the potential attainment of vesting provisions contained in the equity instruments), resulting in a decrease in stock based compensation of approximately $2,074,000, partially offset by increases in compensation expense of approximately $~~333~~848,000, professional fees of approximately $86114,000, rent of approximately $86282,000 and depreciation of approximately $~~174~~352,000. Aggregate research and development expenses decreased in 2010 as we became operational in late 2009 and have begun to streamline our research activities to new applications. Subsidy payments received are based on expenditures for compensation, capital investments and other disbursements. Our overall expenses have increased as we have raised capital, continued the development of the Plastinum technology and position ourselves to become a revenue generating company.

1725

During 2008 and 2007 we received approximately $3,869,000 and $3,566,000, respectively, in proceeds from the sale of preferred stock and from the exercise of warrants. During 2009 and 2010 we received $8,222,000 from the sale of convertible promissory notes. During June and July 2010, we received net proceeds of approximately $56,~~656~~114,~~662~~000 (4,~~625~~999,000 Euros) from the sale of a 15.93% interest (representing newly issued shares) in our previously wholly owned subsidiary, PPT Holding B.V. During February 2009 we received $1,929,600 from the sale of a non controlling interest in a Dutch subsidiary. On October 30, 2009, Plastinum Polymer Technologies Corp. BV signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). We have drawn down 2,000,000 Euros against the facility. The additional working capital has enabled us to expand our operations, partially implement our business plan, improve our products 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.

Liquidity and Capital Resources

AsOn ~~of June~~July 3022, 2010, we ~~had~~entered into a ~~working~~Reorganization ~~capital~~Agreement ~~deficit~~and ofanticipated ~~$4,760,374.~~seeking ~~For~~stockholder approval for a reorganization of the ~~six~~Company ~~months ended~~pursuant ~~June~~to 30which, ~~2010~~among other things, ~~net~~the ~~cash~~Company’s ~~used~~securities bywould ~~operating~~no ~~activities~~longer ~~was~~be $5traded in the United States,~~326~~ but instead the Company’s business operations,~~010, resulting~~ ~~primarily~~which ~~from~~are aowned ~~loss~~by ofPlastinum ~~$4,432,458~~Polymer ~~and~~Technologies BV, a ~~decrease~~Netherlands company (“Plastinum BV”), which is in ~~accounts~~turn ~~payable and~~controlled ~~accrued~~by ~~expenses~~PPT ofHolding, $1B.V.,~~369~~ our Dutch subsidiary (“PPT”),~~600,~~ ~~partially~~would ~~offset~~be bypublicly antraded ~~increase~~under inPPT ~~unearned subsidies~~on ofa ~~$449,568~~European securities market (the “Reorganization”).

~~During~~ In accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of shares of Series B-1 Preferred Stock was entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. As we ~~expended~~previously disclosed in our Quarterly Report for the quarter ended June 30, 2010, on June 18, 2010 we received a demand from a significant holder of shares of our Series B-1 Preferred Stock that those shares be redeemed by us on November 1, 2010. That redemption demand would have required us to expend $23,~~417~~860,~~172~~000 ~~for~~plus the ~~acquisition~~amount of ~~equipment~~any accrued and unpaid dividends thereon. As at September 30, ~~with~~2010, we did not have sufficient cash on hand to make that redemption payment. Further, subsequent to September 30, 2010, we received a redemption demand from another holder of Series B-1 Preferred Stock. That redemption demand would have required us to expend $~~990~~200,~~162 expended~~000 ~~during~~plus the ~~2009~~amount ~~period~~of any accrued and unpaid dividends thereon. The Company was unable to timely make such redemptions due to a lack of cash on hand. However, as stated below, on January 13, 2011, the holders of in excess of 96% of the outstanding shares of Series B-1 Preferred Stock converted all of the shares of Series B-1 Stock they owned into newly issued Series C Preferred Stock. As a result, only the 2,000 shares of Series B-1 Preferred Stock (valued at $200,000 plus accrued but unpaid dividends) held by the holder that made the second redemption demand remain outstanding. That redemption demand remains outstanding as the Company does not currently have sufficient cash on hand to make that redemption.

~~On June 4~~Further, ~~2010, we entered into a Participation Agreement (~~the ~~“PPT~~Company ~~Participation Agreement”)~~was ~~with~~not anable ~~investor, pursuant~~ to ~~which~~make ~~we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V.~~ (~~“PPT”~~i)~~. In~~ ~~connection~~required ~~with~~dividend ~~such~~payments ~~sale,~~due aon ~~“put” right was granted whereby~~ the ~~investor~~Series ~~has~~B-1 ~~the~~Preferred ~~right to exchange the equity stake he received in PPT under the PPT Participation Agreement for such number of shares of our Common~~ Stock ~~equivalent~~and ~~to 15% of the our Common Stock, on a fully-diluted basis, in the event that the Reorganization~~ (~~described under “Management’s Plan of Operation – Proposed Reorganization”~~ii) ~~does~~certain ~~not~~required ~~take~~principal ~~place. An additional~~and ~~0.93%~~ interest inpayments ~~PPT~~on ~~was~~an ~~sold~~aggregate inof ~~July to several individual investors for~~ $~~375~~8,522,000~~. As~~ ~~a result~~ of ~~the~~its ~~June~~outstanding 4,Convertible ~~2010~~Promissory ~~Participation Agreement,~~Notes ~~during June 2010, we received net proceeds of approximately $5,656,662~~ (~~4,625,000~~“Convertible ~~Euros~~Notes”).

As of September 30, 2010 we had a working capital deficit of $18,630,829. For the nine months ended September 30, 2010, net cash used by operating activities was $6,306,490, resulting primarily from a loss of $7,916,613 and an increase in accounts receivable of $233,295, partially offset by a decrease in value added tax refunds receivable of $307,877, an increase in unearned subsidies of $461,438 and net non-cash charges of $1,063,610.

During 2010 we expended $3,273,960 for the acquisition of equipment, with $2,631,271 expended during the 2009 period.

On June 4, 2010, we entered into a Participation Agreement (the “PPT Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the PPT Participation Agreement for such number of shares of our Common Stock equivalent to 15% of the our Common Stock, on a fully-diluted basis, in the event that the Reorganization (described under “Management’s Plan of Operation – Proposed Reorganization”) does not take place. An additional 0.93% interest in PPT was sold in July to several individual investors for approximately $457,000 (374,000 Euros). As a result of the June 4, 2010 Participation Agreement, during June and July 2010, we received net proceeds of approximately $6,114,000 (4,999,000 Euros).

The third party investment in PPT is recorded as a non controlling interest in the financial statements.

On February 16, 2009, pursuant to a Participation and Shareholders’ Agreement (the “NOM Participation Agreement”) among (i) Plastinum Polymer Technologies Corp. B.V., an indirect previously wholly-owned Dutch subsidiary of the Company (the “BV”), (ii) PPT Holding B.V., our direct, wholly-owned Dutch subsidiary and owner of our interest in the BV, (iii) Jacques Mot, our Chief Executive Officer and (iv) N.V. NOM, Investerings- en ontwikkelingsmaatschappij voor Noord-Nederland, a Dutch public limited company (“NOM”) with the State of the Netherlands (Ministry of Economic Affairs) and the provinces of Groningen, Friesland and Drenthe as its shareholders, NOM invested € 1,500,000 ($1,929,600) in the BV and in return received preferential shares in the BV giving NOM a 49% share in the profits of the BV.

Pursuant to the terms of the NOM Participation Agreement, (i) the preferential shares received by NOM are entitled to cumulative annual 10% dividends, (ii) the preferential shares received by NOM may be repurchased from NOM by the BV at any time for 150% of the purchase price originally paid for the preferential shares by NOM and (iii) if not repurchased by the BV by January 1, 2013, the preferential shares received by NOM may be converted by NOM into 49% of the ordinary shares of the BV.

The NOM Participation Agreement also provides for, among other things, (i) anti-dilution protection for NOM in the event shares in the BV are sold at a lower valuation than that at which NOM made its investment , (ii) restrictions on transfer of shares in the BV, (iii) provisions regarding the operation of the board of directors of the BV, (iv) restrictions on dividend payments by the BV until the dividends payable on the preferential shares received by NOM are paid and (v) certain non-competition provisions governing the BV and Mr. Mot. Further, in the event of a conversion by NOM of its preferential shares in the BV, the following dividend policy will be in effect at the BV: (i) when the solvency of the BV is below 30%, no dividends will be paid; (ii) when the solvency of the BV is between 30% and 50%, 50% of the BV’s net income will be paid out as dividends; and (iii) when the solvency of the BV is over 50%, 100% of the BV’s net income will be paid out as dividends.

The investment by NOM is recorded as a non controlling interest in the financial statements.

For the ~~six~~ nine months ended ~~June~~September 30, 2009, net cash used by operating activities was $23,~~728~~151,~~804~~093, resulting primarily from a loss of $45,~~146~~249,~~876~~475 and a loss attributable to the noncontrolling interest of $1,132,010, partially offset by a non-cash ~~charges~~charge of $~~650~~932,~~819~~931 for stock based compensation, ~~$488,710~~and ~~for amortization~~an ofincrease ~~debt~~in ~~discount~~accounts payable and ~~change~~accrued inexpenses ~~fair value~~ of ~~derivative liability and~~ $~~163~~2,~~391 of depreciation and amortization~~014,310..

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.

In accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Preferred Stock"), each holder of shares of Preferred Stock is entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. On June 18, 2010, we received a demand from a significant holder of shares of our Preferred Stock that those shares be redeemed by us on November 1, 2010 (the “Demanded Redemption”). The Demanded Redemption will require us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. We do not currently have sufficient cash on hand to make the Demanded Redemption. Therefore, we will need to raise such funds prior to November 1, 2010 in order to comply with the Demanded Redemption. In the event such funds are raised through equity investments in the Company, current investors in the Company may incur significant dilution. Should we be unable to raise the cash necessary to make the Demanded Redemption by November 1, 2010, such holder would become a creditor of the Company and as a creditor, could seek to obtain a judgment against the Company for the amount of the Demanded Redemption. In the event such holder obtains a judgment against the Company and seeks to enforce such judgment against the Company, we may be forced into seeking protection under bankruptcy laws, which could result in the stockholders' equity in the Company being rendered worthless. Additionally, though no additional redemption demands have been received to date, other holders of shares of our Preferred Stock may also make redemption demands effective November 1, 2010 for an aggregate additional redemption price of $2,305,000 plus any accrued and unpaid dividends for all other outstanding shares our Preferred Stock. Should we receive such additional redemption demands, we will need to raise additional funds to meet such additional redemption demands.28

19In accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of shares of Series B-1 Preferred Stock is entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. On June 18, 2010, we received a demand from a significant holder of shares of our Series B-1 Preferred Stock that those shares be redeemed by us on November 1, 2010. That redemption demand required us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. As at September 30, 2010, we did not have sufficient cash on hand to make the redemption payment. Subsequent to September 30, 2010, we received a redemption demand from another holder of Series B-1 Preferred Stock. That redemption demand required us to expend $200,000 plus the amount of any accrued and unpaid dividends thereon. On January 13, 2011, these holders converted their shares of Series B-1 Preferred Stock into newly issued shares of Series C Preferred Stock and, therefore, the redemption requirements no longer exist. See “Recent Events and Proposed Reorganization” above.

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 April 14, 2010, that the Company's recurring losses raise substantial doubt about the Company's ability to continue as a going concern.

Off Balance Sheet Arrangements

We do not have any off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Inflation

We believe that inflation has not had a material effect on our operations to date.

Critical Accounting Policies and Estimates

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

We account for our stock based compensation under ASC 718 “Compensation – Stock Compensation” which was adopted in 2006, using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

Foreign Currency Translation

The Company translates the foreign currency financial statements of its foreign subsidiaries in accordance with the requirements of ASC 830, "Foreign Currency Matters." 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.

Derivatives

In June 2008, the FASB issued new accounting guidance which requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of ASC 815 and should be classified as a liability and marked-to-market. The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings. The Company has assessed its outstanding equity-linked financial instruments and has concluded that, effective January 1, 2009, the conversion feature of our redeemable preferred stock will need to be recorded as a derivative liability due to the fact that the conversion price is subject to adjustment based on subsequent sales of securities.

Going Concern

We have not generated significant revenue since the date of our inception and, at present, we have insufficient capital on hand to fund our planned operations and expansion through 2010.

In accordance with the terms of the Certificate of Designation of our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), each holder of shares of Series B-1 Preferred Stock is entitled to demand that we redeem such shares for the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010. On June 18, 2010, we received a demand from a significant holder of shares of our Series B-1 Preferred Stock that those shares be redeemed by us on November 1, 2010 ~~(the “Demanded Redemption”)~~. ~~The~~That ~~Demanded~~redemption ~~Redemption~~demand ~~will~~required ~~require~~ us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. WeAs doat ~~not~~September ~~currently~~30, 2010, we did not have sufficient cash on hand to make the ~~Demanded~~ ~~Redemption~~redemption payment. ~~Therefore,~~Subsequent ~~we will need~~ to ~~raise~~September ~~such funds prior to November 1~~30, 2010, inwe ~~order~~received toa ~~comply~~redemption ~~with~~demand ~~the~~from ~~Demanded~~another ~~Redemption.~~holder ~~In the~~of ~~event such~~Series ~~funds are~~B-1 ~~raised~~Preferred ~~through equity investments in the Company, current investors in the Company may incur significant dilution~~Stock. ~~Should~~That weredemption bedemand ~~unable~~required tous ~~raise the cash necessary~~ to ~~make~~expend ~~the Demanded Redemption by November 1~~$200,000 ~~2010,~~plus ~~such holder would become a creditor of~~ the ~~Company and as a creditor, could seek to obtain a judgment against the Company for the~~ amount of ~~the~~any ~~Demanded Redemption.~~accrued ~~In the event such holder obtains a judgment against the Company~~ and ~~seeks~~unpaid todividends ~~enforce such judgment against the Company, we may be forced into seeking protection under bankruptcy laws, which could result in the stockholders' equity in the Company being rendered worthless~~thereon. ~~Additionally,~~On ~~though~~January no13, ~~additional redemption demands have been received to date~~2011, ~~other~~these holders ofconverted their shares of ~~our~~Series ~~Preferred Stock may also make redemption demands effective November~~ B-1, ~~2010~~Preferred ~~for~~Stock ~~an aggregate~~into ~~additional~~newly ~~redemption~~issued ~~price~~shares of ~~$2,305,000 plus~~Series ~~any~~C ~~accrued~~Preferred Stock and ~~unpaid~~, ~~dividends for~~therefore, ~~all~~the ~~other~~redemption ~~outstanding~~requirements ~~shares~~no ~~our~~longer ~~Preferred Stock~~exist. ~~Should~~See we“Recent ~~receive~~Events ~~such~~and ~~additional~~Proposed ~~redemption~~Reorganization” ~~demands, we will need to raise additional funds to meet such additional redemption demands~~above.

The ~~foregoing~~ ~~matters~~continuation ~~raise~~of ~~substantial~~the ~~doubt~~Company ~~about~~as a going concern is dependent on our ability to ~~continue~~develop asrevenues 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 ~~going~~ ~~concern~~private placement of securities. During 2009 and 2010 we received $8,222,000 from the sale of convertible promissory notes and in February 2009 we received $1,929,600 from the sale of preferred shares in a Dutch subsidiary. During August 2010 we received $562,500 from the sale of 2,500,000 shares of our common stock. On June 4, 2010, we entered into a Participation Agreement (the “Participation Agreement”) with an investor, pursuant to which we sold and issued to the investor a 15% equity stake in our Dutch subsidiary, PPT Holding B.V. (“PPT”). In connection with such sale, a “put” right was granted whereby the investor has the right to exchange the equity stake he received in PPT under the Participation Agreement for such number of shares of our Common Stock equivalent to 15% of our Common Stock, on a fully-diluted basis, in the event that the Reorganization (described above) does not take place. As a result of the June 4, 2010 Participation Agreement, during June 2010, we received net proceeds of approximately $5,657,000 (4,625,000 Euros). An additional 0.93% interest in PPT was sold in July 2010 to several individual investors for proceeds of approximately $457,000 (374,000 Euros). On October 30, 2009, Plastinum Polymer Technologies Corp. BV, an indirect, majority-owned subsidiary of the Company, signed a bank loan agreement with ABN-AMRO Bank for approximately $3,320,000 (2,250,000 Euros). During 2009 we signed our first contracts for commercial delivery of products and began production and sales of products to customers in the Netherlands. We will need to generate additional funds, through increased revenue, additional debt or equity financing, or a combination of revenue, equity or debt, in order to execute our business plan, namely, expansion through the set-up of two additional recycling plants, of which one will be in the E.U. and one will be in the U.S., as well as further expanding our current plant in Emmen, The Netherlands. 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 additional ongoing revenue relationships for our products.

While Plastinum BV restarted production at its factory in Emmen, The Netherlands, during February 2011, after having paid all outstanding employee salaries on January 22, 2011 and after having paid various suppliers, the foregoing matters raise substantial doubt about our ability to continue as a going concern.

Recent Accounting Pronouncements

For information regarding other recent accounting pronouncements and their effect on the Company, see “Recent Accounting Pronouncements” in Note A of the Notes to Unaudited Condensed Consolidated Financial Statements contained herein.

2133

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 the identification of the material weakness in the Company’s internal control over financial reporting as of December 31, 2009 (described below) which has not been remediated as of of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this Quarterly Report.

Because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, 2009, 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 has not been any change in our internal control over financial reporting during the three months ended ~~June~~September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

This item is not applicable.

ITEM 1A.

RISK FACTORS

An investment in shares of our common stock is very speculative and involves a very high degree of risk. An investment in our company is suitable only for the persons who can afford the loss of their entire investment. Accordingly, in addition to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009, filed on April 15, 2010, as well as other information set forth therein, in making an investment decision with respect to our securities, investors should carefully consider the following risk ~~factor~~ factors.

We ~~have~~ ~~Received~~Recently aExperienced ~~Demand~~Severe ~~for~~Financial ~~Redemption~~Difficulties, ofSignificantly aReduced ~~Substantial~~our ~~Portion~~Ownership ofInterest in our ~~Outstanding~~ ~~Series~~Operations ~~B-1~~and ~~Convertible~~Agreed, ~~Preferred~~Subject ~~Stock~~to Receipt of Stockholder Approval, to a Reorganization.

~~In accordance~~On ~~with~~July ~~the~~22, ~~terms~~2010, ofwe ~~the~~entered ~~Certificate~~into ofa ~~Designation~~Reorganization ofAgreement ~~our~~and ~~Series~~anticipated ~~B-1 Convertible~~seeking ~~Preferred~~stockholder ~~Stock~~approval ~~("Preferred~~for ~~Stock"),~~a ~~each~~reorganization ~~holder~~ of ~~shares~~the ~~of Preferred~~Company ~~Stock~~pursuant ~~is entitled~~ to ~~demand~~which, ~~that we redeem~~among ~~such~~other ~~shares~~things, ~~for~~ the ~~original~~Company’s ~~purchase~~securities ~~price~~would ~~paid~~no bylonger ~~such~~be ~~holder plus~~traded ~~any~~in ~~accrued~~the ~~and~~United ~~unpaid dividends beginning November 1~~States, ~~2010. On~~ ~~June~~but 18instead the Company’s business operations, ~~2010,~~ wewhich ~~received~~are aowned ~~demand~~by ~~from~~Plastinum aPolymer ~~significant~~Technologies ~~holder~~BV, ofa ~~shares~~Netherlands ofcompany ~~our~~(“Plastinum ~~Preferred Stock~~BV”), ~~that~~which ~~those~~is ~~shares~~in beturn ~~redeemed~~controlled by usPPT onHolding, ~~November 1~~B.V., ~~2010~~our ~~(the~~Dutch subsidiary (“~~Demanded Redemption~~PPT”)~~. The~~, ~~Demanded~~would ~~Redemption~~be ~~will~~publicly ~~require~~traded usunder toPPT ~~expend $3,860,000 plus~~on ~~the~~a ~~amount~~European ofsecurities ~~any~~market ~~accrued~~(the ~~and unpaid dividends thereon~~“Reorganization”).

WeIn doaccordance ~~not currently~~with ~~have~~the ~~sufficient~~terms ~~cash~~of onthe ~~hand~~Certificate toof ~~make~~Designation ~~the~~of ~~Demanded Redemption. Therefore~~our Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), weeach ~~will~~holder ~~need~~of shares of Series B-1 Preferred Stock was entitled to ~~raise~~demand that we redeem such ~~funds~~shares ~~prior~~for to the original purchase price paid by such holder plus any accrued and unpaid dividends beginning November 1, 2010 in. ~~order~~As towe ~~comply~~previously ~~with~~disclosed ~~the~~in ~~Demanded~~our ~~Redemption.~~Quarterly InReport for the ~~event such~~ ~~funds are~~quarter ~~raised~~ended ~~through~~June ~~equity~~30, ~~investments~~2010, inon ~~the Company~~June 18, ~~current~~ ~~investors~~2010 inwe ~~the~~received ~~Company may~~a ~~incur~~demand from a significant ~~dilution. Should~~ weholder of shares of our Series B-1 Preferred Stock that those shares be ~~unable~~redeemed by us on November 1, 2010. That redemption demand would have required us to ~~raise~~expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. As at September 30, 2010, we did not have sufficient cash ~~necessary~~on hand to make ~~the Demanded~~that ~~Redemption by~~redemption ~~November~~payment. 1Further, subsequent to September 30, 2010, ~~such~~ we received a redemption demand from another holder of Series B-1 Preferred Stock. That redemption demand would ~~become~~have ~~a creditor~~required ofus to expend $200,000 plus the ~~Company~~amount of any accrued and asunpaid adividends ~~creditor,~~thereon. The ~~could~~Company ~~seek~~was unable to ~~obtain~~timely make such redemptions due to a ~~judgment against~~ ~~the~~lack ~~Company~~of ~~for~~cash on hand. However, as stated below, on January 13, 2011, the ~~amount~~holders of ~~the~~in ~~Demanded Redemption.~~excess Inof 96% of the ~~event such~~outstanding ~~holder obtains~~shares aof ~~judgment~~Series ~~against~~B-1 Preferred Stock converted all of the ~~Company~~shares ~~and~~of ~~seeks~~Series toB-1 ~~enforce such~~Stock ~~judgment~~they ~~against~~owned into newly issued Series C Preferred Stock. As a result, only the ~~Company~~2, we000 ~~may~~shares beof ~~forced~~Series ~~into~~B-1 ~~seeking~~Preferred ~~protection under~~Stock ~~bankruptcy~~(valued ~~laws~~at $200,000 ~~which~~plus ~~could~~accrued ~~result~~but inunpaid dividends) held by the ~~stockholders' equity~~holder in that made the second redemption demand remain outstanding. That redemption demand remains outstanding as the Company ~~being~~does ~~rendered~~not ~~worthless~~currently have sufficient cash on hand to make that redemption.

~~Additionally~~Further, ~~though~~ nothe ~~additional~~Company ~~redemption~~was ~~demands~~not ~~have~~able ~~been~~to ~~received~~make to(i) ~~date,~~required ~~other holders~~dividend ofpayments ~~shares~~due ofon ~~our~~ the Series B-1 Preferred Stock ~~may~~and ~~also~~(ii) ~~make~~certain ~~redemption~~required ~~demands effective~~principal ~~November~~and 1,interest ~~2010~~payments ~~for~~on an aggregate ~~additional redemption price~~ of $28,~~305~~522,000 ~~plus~~ ~~any~~of ~~accrued~~its ~~and unpaid dividends for all other~~ outstanding ~~shares~~Convertible ~~our Preferred~~Promissory ~~Stock. Should~~Notes we(“Convertible ~~receive such additional redemption demands, we will need to raise additional funds to meet such additional redemption demands~~Notes”).

The Shares of PPT that the Company’s Stockholders will Receive in the Modified Reorganization, if Approved by the Company’s Stockholders, will not Initially be Publicly Traded on any European Securities Market and There is Currently no Intent to Register Them for any Such Trading.

There is currently no established public trading market for ordinary shares of PPT that the Company’s stockholders will receive in the modified Reorganization and there is currently no intention to seek to register or list any shares in PPT on any securities market. Therefore, upon completion of the distribution of the PPT shares and the Reorganization, the Company’s stockholders will own illiquid shares in a private non-U.S. company.

Further, we anticipate that once the Reorganization is consummated, including the transfer of our assets (other than the PPT shares) and liabilities to PPT and the distribution of the PPT shares, shares in the Company will be essentially worthless.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~June 4~~July 20, 2010, ~~Plastinum~~in ~~Polymer~~reliance ~~Technologies~~on ~~Corp.~~Section 4(~~the “Company”~~2) ~~entered~~under ~~into a Participation Agreement (~~the ~~“Participation~~Securities ~~Agreement”) with Richard von Tscharner (the “Investor”)~~Act, ~~pursuant to which~~ the Company ~~sold and~~ issued ~~to the Investor a 15% equity stake in the Company’s Dutch subsidiary~~102,250 ~~PPT~~shares ~~Holding~~of ~~B.V. (“PPT”),~~Common ~~for~~Stock 5to ~~million~~Robert ~~Euros~~C. ~~The~~ ~~payment~~Scherne ~~of the 5 million Euros was made~~ in ~~two~~partial ~~installments,~~consideration ~~whereby~~for aservices provided ~~first installment of 3 million Euros was paid~~ by RTMr. toScherne ~~PPT,~~as ~~out~~Interim ofChief ~~which~~Financial ~~funds PPT repaid a Bridge Loan previously made by RT to PPT on April 16, 2010 (including accrued interest thereon), and a second installment of 2 million Euros was paid by the Investor to PPT~~Officer.

The Participation Agreement was entered into between the parties with the understanding that the Company is contemplating a reorganization which would result in the Company’s securities no longer being traded in the United States, but instead the Company’s business operations, which are controlled by its subsidiary PPT Holding B.V. (“PPT”), will be publicly traded under PPT on a European securities market and the Company security holders will become PPT security holders (the “Reorganization”). Pursuant to the Participation Agreement, among other things, the Investor received a “put” right to exchange the equity stake it received in PPT thereunder for such number of shares of the Company’s Common Stock equivalent to 15% of the Company’s Common Stock, on a fully-diluted basis, or 32,675,608 shares of Common Stock, in the event that the Reorganization does not take place. Such “put” right was granted without registration under the Securities Act of 1933, as amended, in reliance on Regulation S thereunder (“Regulation S”).

On July 20, 2010, in reliance on Section 4(2) under the Securities Act, we issued 102,250 shares of Common Stock to Robert C. Scherne in partial consideration for services provided by Mr. Scherne as Interim Chief Financial Officer.

On August 10, 2010, the Company sold 2,500,000 shares of its Common Stock to Mr. Georges Bindschedler for a purchase price of $0.225 per share, or an aggregate of $562,500, in reliance on Regulation S.

On January 5, 2011, we entered into an Investment Agreement among the Company, Richard von Tscharner, PPT Holding, B.V., our Dutch subsidiary (“PPT”), Jacques Mot, the Company’s Chief Executive Officer, Robert van der Hoeven, and certain other parties (the “Investment Agreement”), which closed on January 13, 2011. Pursuant to the terms of the Investment Agreement, Mr. von Tscharner invested 2,500,000 Euros in PPT in return for which he received additional equity in PPT amounting to approximately 51% of the overall equity in PPT.

Further, pursuant to the terms of the Investment Agreement and as a condition thereto, (i) holders of in excess of 96% of the Company’s outstanding shares of Series B-1 Stock converted all of the shares of Series B-1 Stock they owned (an aggregate of 59,650 shares) plus an aggregate of $237,946.30 in accrued but unpaid dividends thereon, for a total aggregate value of $6,202,946.30, into 2,481,178.52 newly issued shares of the Company’s Series C Preferred Stock (“Series C Shares”) at a conversion price of $2.50 per Series C Share and (ii) holders of all of the Company’s outstanding Convertible Notes, in an aggregate principal amount of $8,722,000, converted all such Convertible Notes plus all accrued but unpaid interest thereon in the amount of $1,730,967.40, for a total aggregate value of $10,452,967.40, into an aggregate of 4,181,186.96 Series C Shares at a conversion price of $2.50 per Series C Share.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

~~This~~On ~~item is~~June 18, 2010, we received a demand from a significant holder of shares of our Series B-1 Preferred Stock that those shares be redeemed by us on November 1, 2010, in accordance with their terms. That redemption demand required us to expend $3,860,000 plus the amount of any accrued and unpaid dividends thereon. As at September 30, 2010, we did not ~~applicable~~have sufficient cash on hand to make the redemption payment. Subsequent to September 30, 2010, we received a redemption demand from another holder of Series B-1 Preferred Stock. That redemption demand required us to expend $200,000 plus the amount of any accrued and unpaid dividends thereon.

Subsequent to September 30, 2010, the Company was not able to make (i) required dividend payments due on the Series B-1 Preferred Stock and (ii) certain required principal and interest payments on an aggregate of $8,522,000 of its outstanding Convertible Promissory Notes (“Convertible Notes”).

On January 13, 2011, (i) holders of in excess of 96% of the Company’s outstanding shares of Series B-1 Stock converted all of the shares of Series B-1 Stock they owned (an aggregate of 59,650 shares) plus an aggregate of $237,946.30 in accrued but unpaid dividends thereon, for a total aggregate value of $6,202,946.30, into 2,481,178.52 newly issued shares of the Company’s Series C Preferred Stock (“Series C Shares”) at a conversion price of $2.50 per Series C Share and (ii) holders of all of the Company’s outstanding Convertible Notes, in an aggregate principal amount of $8,722,000, converted all such Convertible Notes plus all accrued but unpaid interest thereon in the amount of $1,730,967.40, for a total aggregate value of $10,452,967.40, into an aggregate of 4,181,186.96 Series C Shares at a conversion price of $2.50 per Series C Share. Each Series C Share will be automatically converted into shares of the Company’s Common Stock at $.025 per share, or 100 shares of Common Stock per Series C Share, at such time as there are a sufficient number of authorized shares of Common Stock available to permit the conversion of all Series C Shares.

ITEM 4.

(REMOVED AND RESERVED)

This item is not applicable.

ITEM 5.

OTHER INFORMATION

This item is not applicable.

2537

ITEM 6.

EXHIBITS

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

Exhibit No.		Description

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.

2638

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: August 23, 2010	By:	/s/ Jacques Mot
Date: April 18, 2011	By:	/s/ Jacques Mot
		Name: Jacques Mot Title: President and Chief Executive Officer
Date: August 23, 2010	By:	/s/ Robert Scherne
Date: April 18, 2011	By:	/s/ Robert Scherne
		Name: Robert Scherne Title: Interim Chief Financial Officer

2739

Filing Compare · Plastinum Polymer Technologies Corp.