PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2012 and December 31, 2011
NOTE 1 - CONDENSED 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 at June 30, 2012, 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, 2011 audited financial statements. The results of operations for the periods ended June 30, 2012 are not necessarily indicative of the operating results for the full year.
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 does not have significant cash or other material assets, nor does it have an established source of revenues sufficient 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
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 at 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 earnings per share is calculated by dividing the Company’s net income 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 no such common stock equivalents outstanding as of June 30, 2012 and 2011.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.
NOTE 4 – ACCOUNTS PAYABLE-RELATED PARTY
The Company owed accounts payable to a related party in the amount of $11,745, and $4,507, as of June 30, 2012, and December 31, 2011, respectively. These amounts due are for services provided by related parties.
NOTE 5 – 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 June 30, 2012 and December 31, 2011, respectively, the related party payable outstanding balance totaled $1,951 and $-0-. These payables are non-interest bearing, unsecured, and are due on demand.
NOTE 6 – SALE OF PATENTS
On January 31, 2011, Protect Pharmaceutical Corporation (the “Company”) finalized and closed a Patent Purchase Agreement (the “Agreement”) with Grünenthal GmbH (“Grünenthal”), a company organized under the laws of Germany. Pursuant to the terms of the Agreement, the Company sold to Grünenthal all of the Company’s rights title and interest in and to certain inventions described and claimed in certain patents and patent applications (collectively “the Patents”), including without limitation, all extensions, continuations, provisions, derivatives and related applications thereof. The Patents relate to Opioid Formulations and Methods of treating acute and chronic pain.
In exchange for the Patents, Grünenthal paid the Company $1,600,000. The Company originally acquired the subject Patents sold to Grünenthal, together with other inventions and patents, in February 2010 pursuant to a Patent Acquisition Agreement with Nectid, Inc. (“Nectid”), a privately held New Jersey company. Under the terms of the Patent Acquisition Agreement and Addendum, the Company agreed that in the event the Company sold out right any of the patents acquired from Nectid without first undertaking any development of the patents, the proceeds from such sale would be divided, 60% to Nectid and 40% to the Company. Accordingly, the Company realized 40%, or $640,000 from the proceeds of the sale and the balance will be paid to Nectid. The Company retains all other inventions, patents and technologies initially acquired from Nectid.
NOTE 7 - STOCK PURCHASE AGREEMENT
On June 17, 2011, Protect Pharmaceutical Corporation finalized the execution of an Investment Agreement with Kodiak Capital Group, LLC, a Delaware limited liability company. The Agreement provides the Company with an equity line whereby the Company can sell to Kodiak, from time-to-time, shares of the Company’s common stock up to an aggregate value of $10 million dollars over a two-year period. As part of the agreement, the Company will file with the SEC a registration statement under the Securities Act of 1933 to register the common stock that may be sold to Kodiak pursuant to the Agreement.
Under the terms of the Agreement, The Company has the right to deliver to Kodiak a “put notice” stating the dollar amount of common shares we intend to sell to Kodiak, up to $250,000. The amount that the Company is entitled to sell to Kodiak under any single put notice will be equal to, at Kodiak's election, either: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three trading days prior to the put notice, multiplied by the average of the three daily closing bid prices immediately preceding the put notice date; or (ii) up to $250,000.
The Company cannot submit a new put notice until after the closing of the previous notice. The purchase price for the shares pursuant to the put notice will be equal to 92% of the lowest closing best bid price of the common stock during the five trading days after the put notice is delivered. The shares must be paid for and share certificates delivered within the “pricing period,” which is seven days from the date the put notice is delivered.
The Company has the option to specify a floor price for any put notice. In the event our shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price.
The Company has agreed to pay to Kodiak an initial fee of 150,000 shares of common stock following execution of the Agreement. Also, the Company has agreed to pay Kodiak a commitment fee equal to 3% of the total amount of the commitment, payable as follows: (i) 25% on the first closing of a put notice; (ii) 25% on the second closing, (iii) 25% on the third closing; and (iv) 25% on the fourth closing or eight months from execution of the Agreement. The commitment fee is payable in Company common stock.
In connection with the Agreement, we entered into a Registration Rights Agreement with Kodiak, whereby the Company agreed to register with the SEC the shares to be issued pursuant to the Agreement. The Company must prepare and file within 90 days from the date of the Agreement, a registration statement under the Securities Act of 1933.
The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement for general corporate and working capital purposes and acquisitions of assets, businesses or operations, or for other purposes that the board of directors deems to be in the best interest of the Company.
PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2012 and December 31, 2011
NOTE 8 – COMMON STOCK
On June 20, 2011, the Company received written consent from its majority stockholders to amend the Company’s articles of incorporation to change the authorized capitalization. The board of directors previously approved the resolution to increase the number of authorized common stock from 50,000,000 to 100,000,000 shares and to authorize 10,000,000 shares of “blank check” preferred shares.
The newly authorized preferred shares may be issued from time to time in one or more series in the discretion of the board of directors. The board will have the authority to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.
On April 11, 2011, the Board of Directors appointed a new Chief Financial Officer, effective immediately and for a term of twelve months. The Company issued 60,000 shares of its common stock at $1.05 per share to the officer as compensation for his services for an aggregate value of $63,000. On the same date, the Company also issued 85,000 shares of its common stock at $1.05 per share to two consultants as compensation for professional services for an aggregate value of $89,250.
On June 17, 2011, the Company issued 150,000 shares of common stock at $1.01 per share to a consultant for services rendered. The cost of the shares was valued at the trading price on the issuance date of $1.01 per share for an aggregate value of $151,500.
On August 29, 2011 the Company issued 125,000 shares of its common stock to board members as compensation. The cost of the shares was valued at the trading price on the issuance date of $1.00 per share for an aggregate value of $125,000.
On August 29, 2011 the Company issued 750,000 shares of common stock pursuant to a consulting agreement. The cost of services was valued at the trading price of the shares on the issuance date of $1.00 per share for an aggregate value of $750,000. This amount was amortized as appropriate for 2011, with the balance recorded as a prepaid asset as of December 31, 2011.
On October 4, 2011, the Company issued 35,000 shares of common stock for services. The cost of the shares was valued at the trading price on the issuance date of $0.98 per share for an aggregate value of $34,300.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Forward-Looking and Cautionary Statements
This report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
We are considered a development stage company with limited capital and no current revenues. We do not expect to realize revenues until we are successful in developing, achieving approval and marketing one or more of our drug delivery technologies or solutions. We anticipate that in the near term, ongoing expenses, including the costs associated with the preparation and filing of requisite reports with the SEC, will be paid for by advances from stockholders or from the private sale of securities, either debt or equity. However, there is no assurance that we will be able to realize such funds on terms favorable to us, or at all.
Results of Operations
Three Months Ended June 30, 2012 and 2011
We did not realize revenues for the three-month periods ended June 30, 2012 and 2011. During the three months ended June 30, 2012, we recorded total expenses of $191,226, consisting of $191,210 in professional fees, and $16 in general and administrative expenses. In the comparable period of 2011 we recorded expenses totaling $522,416, consisting of $200,295 in executive compensation, $286,360 in professional fees, and $35,761 in general and administrative expenses. These factors resulted in a net loss for the three months ended June 30, 2012 in the amount of $190,375 ($0.00 per share), compared to net income of $522,416 ($0.01 per share) for the three months ended June 30, 2011.
Six Months Ended June 30, 2012 and 2011
We did not realize revenues for the six-month periods ended June 30, 2012 and 2011. During the six-month periods ended June 30, 2012 and 2011 we had other income resulting from a gain on sale of patents of $-0- and $640,000, respectively. During the three months ended June 30, 2012, we recorded total expenses of $422,846, consisting of $386,377 in professional fees, $19,726 in executive compensation, and $16,743 in general and administrative expenses. In the comparable period of 2011 we recorded expenses totaling $734,156, consisting of $123,192 in research and development, $286,360 in professional fees, $269,199 in executive compensation, and $55,405 in general and administrative expenses. These factors resulted in a net loss for the six months ended June 30, 2012 in the amount of $421,995 ($0.01 per share), compared to net income of $94,156 ($0.00 per share) for the six months ended June 30, 2011.
Liquidity and Capital Resources
Total assets at June 30, 2012 were $117,603 which consisted of $936 in cash and $117,603 in prepaid expenses, compared to total assets of $513,838 consisting of $22,171 in cash and $491,667 in prepaid expenses at December 31, 2011. Total liabilities at June 30, 2012 were $569,340, consisting primarily of $489,008 in other accrued expenses and accounts payable of $66,636. At December 31, 2011, total liabilities were $542,729, consisting primarily of $60,985 in accounts payable and $477,237 in other accrued expenses. Net cash used in operating activities was $$22,186 and 168,115 for the six months ended June 30, 2012 and 2011, respectively. Net cash provided by financing activities was $951 and $-0- for the six months ended June 30, 2012 and 2011, respectively.
Because we currently have no revenues, for the immediate future we will have to rely on our existing cash reserves to continue to implement our business activities. It is likely the only source of funding our future operations will be through the private sale of our securities, either equity or debt.
At June 30, 2012, we had stockholders’ deficit of $451,737 compared to a stockholders’ deficit of $28,891 at December 31, 2011. The increased deficit is primarily due to the net loss of $422,846 during the six months ended June 30, 2012.
Plan of Operation
We are developing new generation drug delivery technologies that we believe will enable products with improved clinical benefits. We believe our drugs will offer enhanced pain relief and reduced tolerance/physical dependence, reduced addiction potential and side effects compared to existing neuropathic and fibromyalgia drugs and opioid painkillers. We intend to conduct our research and development through collaborative programs. We anticipate relying on arrangements with third party drug developers such as contract research organizations and clinical research sites for a significant portion of our product development efforts.
We expect to incur significant operating losses for the next several years and until we are able to formulate a commercially viable product. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:
● continue to undertake formulation of novel products and subsequent preclinical and clinical trials for our product candidates;
● seek regulatory approvals for our product candidates;
● develop, formulate, manufacture and commercialize our drugs;
● implement additional internal systems and develop new infrastructure;
● acquire or in-license additional products or technologies, or expand the use of our technology;
● maintain, defend and expand the scope of our intellectual property; and
● hire additional personnel.
Future product revenue will depend on our ability to receive regulatory approvals for, and successfully market, our product candidates. In the event that our development efforts result in regulatory approval and successful commercialization of our product candidates, we will generate revenue from direct sales of our products and/or, if we license our products to future collaborators, from the receipt of license fees and royalties from licensed products.
Management estimates that our research and development expenses for the next 12 months will be approximately $2.5 million, primarily for research and pilot studies. We also estimate that other expenses, including personnel, general and administrative and miscellaneous expenses could be as much as $1.5 million during the same time period. Because we currently have no revenues, most likely the only source of funding these expenses will be through he private sale of our securities, either equity or debt. If we are unable to secure the necessary funding, our research and development plans will be delayed indefinitely. There can be no assurance that we will be able to raise the funds necessary to carry out our business plan on terms favorable to the company, or at all.
Net Operating Loss
We have accumulated approximately $453,415 of net operating loss carryforwards as of December 31, 2011. This loss carry forward may be offset against taxable income and income taxes in future years and expires starting in the year 2012 through 2032. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for fiscal year ended December 31, 2011 or the six months ended June 30, 2012, because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we have not started full operations.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
This item is not required for a smaller reporting company.
Item 4(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, management, including our principal executive officer and principal accounting officer, has concluded that, as of June 30, 2012, our disclosure controls and procedures were not effective.
Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2012. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the first quarter of fiscal 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
Item 1A. Risk Factors
This item is not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4. (Removed and Reserved)
Item 5. Other Information
On April 11, 2011, our current director Ramesha Sesha assumed the additional positions of Chief Executive Officer, Chief Scientific Officer and Chairman of the Board. On January 24, 2012, Ramesha Sesha tendered his resignation as a director, Chief Executive Officer, Chief Operating Officer, Chief Scientific Officer, Chairman of the Board and Secretary. Mr. Sesha served as a director and Chief Operating Officer and Secretary since March 2010 and assumed the addition offices of Chief Executive Officer, Chief Scientific Officer and Chairman of the Board in April 2011. Mr. Sesha’s resignation was for personal reasons and was effective immediately. At the time of his resignation, there were no disagreements between Mr. Sesha and the company on any matter relating to the company's operations, policies or practices.
On February 14, 2012, the Board of Directors appointed Geoff Williams and Nancy Ah Chong to become and serve as new directors, effective immediately. Both Mr. Williams and Ms. Ah Chong previously served on the company’s Board until 2007.
Mr. Williams was also appointed to serve as the company’s Chief Executive Officer, President and Treasurer. From 1994 to the present, Mr. Williams has been a representative of Williams Investments Company, a Salt Lake City, Utah financial consulting firm involved in facilitating mergers, acquisitions, business consolidations and financings. Mr. Williams attended the University of Utah and California Institute of the Arts.
Ms. Ah Chong was also appointed to serve as the company’s Secretary. From August 2004 to the present, she has been an office manager for Williams Investment Company. Previously, Mrs. Ah Chong was an administrative assistant for Forsgren Associates in Salt Lake City from March 2004 to August 2004. She has also worked as a customer service representative for Overstock.com from November 2003 to January 2004 and O’Currance from February 2001 to November 2003, and as a marketing and travel coordinator for MGIS from February 2000 to August 2001. Mrs. Ah Chong attended and graduated from the Omaha Institute of Art and Design in Omaha, Nebraska.
On April 11, 2011, the Board of Directors appointed Keith Elison to become and serve as our Chief Financial Officer, effective immediately and for a term of twelve months. We have issued 60,000 shares of our common stock to Mr. Elison as compensation for his services.
On February 14, 2012, Keith Elison tendered his resignation as a director. He was originally appointed a director on January 24, 2012. Mr. Elison’s resignation was for personal reasons and was effective immediately. At the time of his resignation, there were no disagreements between Mr. Elison and the company on any matter relating to the company's operations, policies or practices. Mr. Elison retains his position as the company’s Chief Financial Officer, which he has held since April 2011. Mr. Elison has more than twelve years of experience in public company accounting and SEC compliance and reporting issues.
On August 2, 2011, Dipak Chattaraj was appointed to the company’s board of directors. Mr. Chattaraj was formerly the chairman of Ranbaxy USA, a global generic pharmaceutical company. Mr. Chattaraj joined Ranbaxy in 1991and in 1996 he assumed responsibility for Ranbaxy’s U.S. operations. He recently retired as Ranbaxy’s President, Corporate Development. Mr. Chattaraj, who holds a Masters degree in Economics.
On June 20, 2011, stockholders owning a majority of our outstanding shares consented in writing in lieu of a stockholders’ meeting, to amend the company’s articles of incorporation to change the authorized capitalization. The board of directors previously approved the resolution to increase the number of authorized common stock from 50,000,000 to 100,000,000 shares and to authorize 10,000,000 shares of “blank check” preferred shares. The amendment became effective on July 29, 2011.
Item 6. Exhibits
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| Exhibit 31.1 | | Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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| Exhibit 31.2 | | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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| Exhibit 32.1 | | Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.2 | | Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 101*
Interactive Data File
*
In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
