Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | PROTECT PHARMACEUTICAL Corp |
Entity Central Index Key | 1,493,526 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Entity Common Stock, Shares Outstanding | 1,111,460 |
Trading Symbol | PRTT |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 100 | |
Total Current Assets | 100 | |
TOTAL ASSETS | 100 | 0 |
Current Liabilities | ||
Accounts Payable & Accrued Expenses | 950 | 950 |
Related Party Payables | 35,380 | 35,280 |
Interest Payable | 9,937 | 6,211 |
Total Current Liabilities | 46,267 | 42,441 |
Long-Term Liabilities | ||
Notes Payable | 101,000 | 101,000 |
Total Long-Term Liabilities | 101,000 | 101,000 |
TOTAL LIABILITIES | 147,267 | 143,441 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock: 110,000,000 shares authorized, at $0.001 par value; 0 shares issued or outstanding as of March 31, 2018 and December 31, 2017 | ||
Common Stock: 100,000,000 shares authorized at $0.005 par value; 1,111,460 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 5,557 | 5,557 |
Additional Paid-In Capital | 9,365,612 | 9,365,612 |
Accumulated Deficit | (9,518,336) | (9,514,610) |
TOTAL STOCKHOLDERS' DEFICIT | (147,167) | (143,441) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 100 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 110,000,000 | 110,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.005 | $ 0.005 |
Common stock, shares issued | 1,111,460 | 1,111,460 |
Common stock, shares outstanding | 1,111,460 | 1,111,460 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES | ||
Professional Fees | 15,200 | |
General & Administrative | 200 | |
TOTAL OPERATING EXPENSES | 15,400 | |
OPERATING LOSS | (15,400) | |
Interest Expense | 3,726 | |
LOSS BEFORE TAXES | (3,726) | (15,400) |
Taxes | ||
NET LOSS | $ (3,726) | $ (15,400) |
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 1,111,460 | 1,111,460 |
DILUTED LOSS PER SHARE OF COMMON STOCK | $ 0 | $ (0.01) |
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 1,358,378 | 1,111,460 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (3,726) | $ (15,400) |
Changes in operating assets and liabilities: | ||
Accounts Payable | (9,000) | |
Accounts Payable - Related Party | 100 | 24,400 |
Interest Payable | 3,726 | |
Total Adjustments to reconcile Net Loss to Net Cash provided by operations: | 3,826 | 15,400 |
Net cash provided by operating activities | 100 | |
INVESTING ACTIVITIES | ||
Net cash provided by investing activities | ||
FINANCING ACTIVITIES | ||
Net cash provided by financing activities | ||
NET CHANGE IN CASH | 100 | |
CASH AT BEGINNING OF PERIOD | ||
CASH AT END OF PERIOD | $ 100 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | NOTE 1 - FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of March 31, 2018 and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 audited financial statements. The results of operations for the period ended March 31, 2018 (unaudited) are not necessarily indicative of the operating results for the year ended December 31, 2018. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited cash and no other material assets, nor does it have an established source of revenues adequate to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. In addition, the inability of the Company to become current in periodic reporting obligations under the federal securities laws during the current quarter limited the information that the Company was able to provide to the public, to investors and to other interested parties, including customers and certain lenders. Furthermore, such inability to become current limited the Company’s ability to use equity incentives to attract, retain and motivate employees. Such inability to become current also restricted the Company’s ability to raise capital through the issuance of equity or debt securities, use equity securities for acquisitions of complementary companies and businesses and engage in other strategic transactions. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic Loss per Common Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 246,918 such dilutive common stock equivalents outstanding as of March 31, 2018 related to a convertible note in default. Convertible notes with fixed rate conversion options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a discount, as applicable, on the note date with a charge of interest expense in accordance with ASC 480 – “Distinguishing Liabilities from Equity.” Convertible debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 8115) (“ASU 2017-11”), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities to present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on July 1, 2017, and applied it retroactively to the Company’s financial reporting starting on April 1, 2017. Recent Accounting Pronouncements Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 4 – RELATED-PARTY TRANSACTIONS The Company has recorded advances from related parties and expenses paid by related parties on behalf of the Company as related party payables. As of March 31, 2018 (unaudited) and December 31, 2017, the related party payable outstanding balance totaled $35,380 and $35,280, respectively. These payables are non-interest bearing, unsecured, and are due on demand. |
Convertible Note
Convertible Note | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 5 – CONVERTIBLE NOTE On April 15, 2017, the Company issued a convertible promissory note (the “Convertible Note”) for $101,000 ($100,000 principal plus a 1% original issue discount) to Trident Cap X Corp. (“Trident”), a Florida Limited Liability Company. The Convertible Note has a maturity date of October 15, 2017, with a 15% default interest rate in the case that the principle is not paid off in full by the maturity date or covenants are not met. In the case of default, the holder has the right to convert all or any portion of the value of the Convertible Note, including unpaid principal, unpaid interest (including default interest), and costs incurred by the holder related to the conversion, into common stock of the Company. The per share conversion price of this Convertible Note into common stock shall be 75% of the lowest traded price of the common stock during the ten consecutive trading days prior to receipt of a notice of conversion from the holder. As of March 31, 2018, interest payable was $9,937. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 – SUBSEQUENT EVENTS Default and Conversion of Convertible Note On August 15, 2017, the Company failed to file Form 10-Q for the three months ended June 30, 2017 with the SEC. As a result, the Convertible Note with Trident failed to meet covenant 3.9 “Failure to Comply with the 1934 Act,” triggering an event of default and requiring payment of default interest at an annual rate of 15%. On February 8, 2018, Trident assigned the Convertible Note issued by the Company on April 15, 2017 to Global Startup League LLC (“Global”) a Florida Limited Liability Company. As of the date of the assignment, the Company had not paid any principal or interest and the Convertible Note remained in default. On August 6, 2018, GLOBAL filed a Complaint in the Superior Court for the District of Columbia, styled Global Startup League, LLC v. Protect Pharmaceutical Corporation, alleging that the Company had breached the Convertible Note and owed Global $100,000, plus default interest of at least 15% annually as provided for in the Convertible Note, along with the related attorney’s fees. The Company reached a settlement with Global on September 14, 2018, including a release, and had the Company’s transfer agent issue 246,918 shares of Common Stock to Global on December 11, 2018 to satisfy the obligation in full. Affirmed and Ratified: July 7, 2018 - 8-K filed: July 7, 2018 - 8-K filed: October 9, 2018 - Loan: November 13, 2018 - SEC 8-K filing: December 10, 2018 - SEC 8-K Filing: December 17, 2018 - Loan: Misc. dates - Contracts: Disaffirmed and Cancelled, Or Never Came Into Legal Effect: June 5, 2018 - Change of primary operating entity and business model: September 14, 2018 – Press Release: October 20, 2018 - Merger/Acquisition: October 2, 2018 - Press Release: November 27, 2018 - Private Placement: November 28, 2018 - Merger/Acquisition: December 7, 2018 - Press Release: Recent Issuances of Securities: 18,839,918 shares of common stock (including 3,000,000 of restricted shares) and 1,000,000 shares of preferred stock were subsequently issued in 2018 as follows: September 11, 2018: 10,393,000 shares of common stock to Yvette Sanchez. November 27, 2018: 3,000,000 restricted shares of common stock were subsequently issued to Eight Dragons Capital. November 13, 2018: 1,000,000 shares of preferred stock were subsequently issued to Una Taylor. December 11, 2018: 246,918 shares of common stock were subsequently issued to Global Startup League as payment for the value of a convertible note per a settlement agreement dated September 14, 2018. December 13, 2018: 200,000 shares of common stock were subsequently issued to Sing for Hope Inc. As of December 31, 2018, we have outstanding a total of 19,951,378 shares of common stock and 1,000,000 shares of preferred stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic Loss Per Common Share | Basic Loss per Common Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 246,918 such dilutive common stock equivalents outstanding as of March 31, 2018 related to a convertible note in default. |
Convertible Notes with Fixed Rate Conversion Options | Convertible notes with fixed rate conversion options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a discount, as applicable, on the note date with a charge of interest expense in accordance with ASC 480 – “Distinguishing Liabilities from Equity.” |
Convertible Debt | Convertible debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 8115) (“ASU 2017-11”), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities to present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on July 1, 2017, and applied it retroactively to the Company’s financial reporting starting on April 1, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018shares | |
Accounting Policies [Abstract] | |
Antidilutive securities excluded from computation of earnings per share | 246,918 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Related party payable outstanding balance | $ 35,380 | $ 35,280 |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | Apr. 15, 2017 | Mar. 31, 2018 |
Interest payable | $ 9,937 | |
Convertible Promissory Notes [Member] | Trident Cap X Corp. [Member] | ||
Convertible note | $ 101,000 | |
Convertible notes, principal amount | $ 100,000 | |
Convertible notes, original discount | 1.00% | |
Convertible note, maturity date | Oct. 15, 2017 | |
Convertible interest rate | 15.00% | |
Convertible notes, conversion percentage | 75.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 31, 2018USD ($)shares | Dec. 13, 2018shares | Dec. 11, 2018shares | Dec. 07, 2018shares | Nov. 27, 2018USD ($)shares | Nov. 14, 2018USD ($) | Nov. 13, 2018shares | Nov. 12, 2018shares | Oct. 25, 2018USD ($) | Oct. 09, 2018USD ($) | Sep. 14, 2018shares | Sep. 11, 2018shares | Feb. 08, 2018USD ($) | Aug. 15, 2017 | Dec. 31, 2018shares | Dec. 17, 2018USD ($) | Aug. 06, 2018USD ($) |
Convertible note, covenant ratio | 3.9 | ||||||||||||||||
Convertible note, default percentage | 15.00% | ||||||||||||||||
Repayment of convertible debt - principal and interest | $ | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Convertible note, default percentage | 15.00% | ||||||||||||||||
Debt instrument, debt default, amount owed | $ | $ 100,000 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Shares, outstanding | shares | 19,951,378 | 19,951,378 | |||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||||||||||||
Shares, outstanding | shares | 1,000,000 | 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Restricted Shares [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 3,000,000 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 18,839,918 | ||||||||||||||||
Subsequent Event [Member] | Una J. Taylor [Member] | |||||||||||||||||
Salary to officer | $ | $ 250,000 | ||||||||||||||||
Bonus to officer | $ | 50,000 | ||||||||||||||||
Insurance to officer | $ | $ 1,983 | ||||||||||||||||
Subsequent Event [Member] | Una J. Taylor [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | Una J. Taylor [Member] | Preferred Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | Yvette Sanchez [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 10,393,000 | ||||||||||||||||
Subsequent Event [Member] | Burton Steer [Member] | |||||||||||||||||
Due from related party | $ | $ 3,100 | ||||||||||||||||
Repayments of related party debt | $ | $ 3,000 | ||||||||||||||||
Subsequent Event [Member] | Burton Steer [Member] | First Installment [Member] | |||||||||||||||||
Proceeds from related party debt | $ | $ 2,100 | ||||||||||||||||
Subsequent Event [Member] | Burton Steer [Member] | Second Installment [Member] | |||||||||||||||||
Proceeds from related party debt | $ | $ 1,000 | ||||||||||||||||
Subsequent Event [Member] | Audra M. Hajji [Member] | |||||||||||||||||
Due from related party | $ | $ 25,000 | ||||||||||||||||
Subsequent Event [Member] | International Membership Data, LLC [Member] | Private Placement [Member] | |||||||||||||||||
Cancelled investment, value | $ | $ 40,000,000 | ||||||||||||||||
Subsequent Event [Member] | AES adn Onli Funds [Member] | |||||||||||||||||
Options cancelled | shares | 250,000,000 | ||||||||||||||||
Subsequent Event [Member] | Global Startup League [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 246,918 | ||||||||||||||||
Subsequent Event [Member] | Sing For Hope Inc [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | shares | 200,000 | ||||||||||||||||
Subsequent Event [Member] | Global Startup League, LLC [Member] | Transfer Agent [Member] | |||||||||||||||||
Number of shares issued during period | shares | 246,918 |