Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'PROTECT PHARMACEUTICAL Corp |
Document Type | '10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001493526 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 44,573,012 |
Entity Public Float | $44,573,012 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'Yes |
Entity Well-known Seasoned Issuer | 'Yes |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'Q3 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $726 | $860 |
Total Current Assets | 726 | 860 |
TOTAL ASSETS | 726 | 860 |
Accounts payable and accrued expenses | 69,805 | 70,825 |
Accounts payable - related parties | 23,806 | 16,319 |
Notes payable - related parties | 12,939 | 4,079 |
Total Current Liabilities | 593,376 | 578,049 |
TOTAL LIABILITIES | 593,376 | 578,049 |
Common stock; 100,000,000 shares authorized, at $0.005 par value, 44,573,012 and 44,573,012 shares issued and outstanding, respectively | 222,865 | 222,865 |
Additional paid-in capital | 8,353,480 | 8,348,980 |
Deficit accumulated during the development stage | -9,168,995 | -9,149,034 |
Total Stockholders' Deficit | -592,650 | -577,189 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $726 | $860 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 314 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
REVENUES | ' | ' | ' | ' | ' |
Research and development | ' | ' | ' | ' | $1,353,540 |
Professional Fees | 4,013 | 123,087 | 15,326 | 509,464 | 1,496,310 |
Executive compensation | 1,500 | ' | 4,500 | 19,726 | 5,893,230 |
General and administrative | 45 | 30 | 135 | 16,773 | 447,074 |
Total Expenses | 5,558 | 123,117 | 19,961 | 545,963 | 9,190,154 |
LOSS FROM OPERATIONS | -5,558 | -123,117 | -19,961 | -545,963 | -9,190,154 |
Proceeds from sale of patents | ' | ' | ' | ' | 640,000 |
Total Other Income | ' | ' | ' | ' | 640,000 |
LOSS BEFORE DISCONTINUED OPERATIONS | -5,558 | -123,117 | -19,961 | -545,963 | -8,550,154 |
LOSS FROM DISCONTINUED OPERATIONS | ' | ' | ' | ' | -4,340,551 |
NET INCOME (LOSS) | ($5,558) | ($123,117) | ($19,961) | ($545,963) | ($12,890,705) |
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK | $0 | $0 | $0 | ($0.01) | ' |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 44,573,012 | 44,573,012 | 44,573,012 | 44,573,012 | ' |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 9 Months Ended | 314 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($19,961) | ($545,963) | ($12,890,705) |
Common stock issued for services | 9,904,653 | ' | 9,904,653 |
Services contributed by officers | 4,500 | ' | 10,500 |
Common stock issued for research and development costs | ' | ' | 1,250,000 |
Gain on sale of patent | ' | ' | -640,000 |
Loss from disposition of subsidiary | ' | ' | 564,300 |
Expenses paid on behalf of the Company | 8,860 | 3,979 | 78,459 |
Change in Accounts payable | -1,020 | 7,672 | 69,805 |
Change in Accounts payable - related parties | 7,487 | 8,658 | 167,568 |
Change in Prepaid expenses | ' | 491,667 | 491,667 |
Change in Other accrued expenses | ' | 11,770 | 486,826 |
Net Cash Provided by (Used in) Operating Activities | -134 | -22,217 | -506,927 |
Proceeds from sale of patent | ' | ' | 640,000 |
Net Cash Used in Investing Activities | ' | ' | 640,000 |
Capital contributed by officer | ' | ' | 13,046 |
Proceeds from related party payable | ' | 951 | 100 |
Repayment of related party payable | ' | ' | -145,493 |
Net Cash Provided by (Used in) Financing Activities | ' | 951 | -132,347 |
NET INCREASE (DECREASE) IN CASH | -134 | -21,266 | 726 |
CASH AT BEGINNING OF PERIOD | 860 | 22,171 | ' |
CASH AT END OF PERIOD | 726 | 905 | 726 |
Common stock issued for prepaid services | ' | ' | $750,000 |
Note_1_Condensed_Financial_Sta
Note 1 - Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 1 - Condensed Financial Statements | ' |
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 September 30, 2013, 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, 2012 audited financial statements. The results of operations for the periods ended September 30, 2013and 2012 are not necessarily indicative of the operating results for the full years. | |
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2 - 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 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_
Note 3 - Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 3 - 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 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 September 30, 2013 and 2012. | |
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_Relatedparty_Transactio
Note 4 - Related-party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 4 - Related-party Transactions | ' |
NOTE 4 – RELATED-PARTY TRANSACTIONS | |
The Company owed trade accounts payable to a related party in the amount of $23,086, and $16,319, as of September 30, 2013, and December 31, 2012, respectively. These amounts related to accounting and consulting services provided by an entity that is partially owned by a Company officer. | |
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 September 30, 2013 and December 31, 2012, respectively, the related party payable outstanding balance totaled $12,939 and $4,079 . These payables are non-interest bearing, unsecured, and are due on demand. | |
Contributed Capital | |
During the nine months ended September 30, 2013, a related-party has contributed various administrative services to the Company. These services have been valued at $4,500 for the nine months ended September 30, 2013. |
Note_5_Sale_of_Patents
Note 5 - Sale of Patents | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 5 - Sale of Patents | ' |
NOTE 5 – 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_6_Stock_Purchase_Agreemen
Note 6 - Stock Purchase Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 6 - Stock Purchase Agreement | ' |
NOTE 6 - 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. | |
As of December 31, 2012 the Company has not initiated any activity with respect to the Investment Agreement other than the initial issuance of 150,000 common shares. The Company has not registered with the SEC the shares to be issued to Kodak. The Agreement expired on June 17, 2013. |
Note_7_Subsequent_Events
Note 7 - Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 7 - Subsequent Events | ' |
NOTE 7 – 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. |
Note_3_Significant_Accounting_1
Note 3 - Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
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 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. |
Note_3_Significant_Accounting_2
Note 3 - Significant Accounting Policies: Basic (loss) Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
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 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 September 30, 2013 and 2012. |
Note_3_Significant_Accounting_3
Note 3 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
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. |