Protect Pharmaceutical (PRTT) 10-Q 2014 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2014

¨ 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 000-54001

PROTECT PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	27-1877179
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2681 Parleys Way, Suite 204, Salt Lake City, UT 84109

(Address of principal executive offices)

(801) 322-3401

(Registrant’s telephone number, including area code)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer         ¨	Accelerated filer                        ¨
Non-accelerated filer           ¨	Smaller reporting company      x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding as of May __, 2014
Common Stock, $0.005 par value	44,573,012

TABLE OF CONTENTS

Heading		Page
	PART  I— FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
	PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	(Removed and Reserved)	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	17

PART  I   —   FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying unaudited balance sheets of Protect Pharmaceutical Corporation at March 31, 2014 and related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three months ended March 31, 2014, have been prepared by management in conformity with United States generally accepted accounting principles.   In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  We suggest that these financial statements be read in conjunction with the financial statements and notes thereto included in the December 31, 2013 audited financial statements included in our Form 10-K.  Operating results for the period ended March 31, 2014, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2013 or any other subsequent period.

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
			March 31,		December 31,
			2014		2013
			(Unaudited)
CURRENT ASSETS
	Cash		$	636	$	681
		Total Current Assets		636		681
		TOTAL ASSETS	$	636	$	681
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	60,104	$	60,104
	Accounts payable - related parties			24,434		23,939
	Notes payable - related parties			24,940		24,940
	Other accrued expenses			486,826		486,826
		Total Current Liabilities		596,304		595,809
		TOTAL LIABILITIES		596,304		595,809
STOCKHOLDERS' DEFICIT
	Preferred stock; 10,000,000 shares authorized,
	at $0.001 par value, no shares issued or outstanding			-		-
	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			8,356,480		8,354,980
	Deficit accumulated during the development stage			(9,175,013)		(9,172,973)
		Total Stockholders' Deficit		(595,668)		(595,128)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	636	$	681
The accompanying notes are an integral part of these condensed financial statements.

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
						From Inception
						on August 5,
		For the Three Months Ended				1987 Through
		March 31,				March 31,
		2014		2013		2014
REVENUES		$	-	$	-	$	-
EXPENSES
	Research and development		-		-		1,353,540
	Professional Fees		495		1,586		1,499,238
	Executive compensation		1,500		1,500		5,896,230
	General and administrative		45		44		447,164
LOSS FROM OPERATIONS			(2,040)		(3,130)		(9,196,172)
OTHER INCOME
	Proceeds from sale of patents		-		-		640,000
LOSS BEFORE DISCONTINUED OPERATIONS			(2,040)		(3,130)		(8,556,172)
LOSS FROM DISCONTINUED OPERATIONS			-		-		(4,340,551)
	Income Taxes		-		-		-
NET LOSS		$	(2,040)	$	(3,130)	$	(12,896,723)
BASIC AND DILUTED LOSS PER SHARE OF
	COMMON STOCK	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			44,573,012		44,573,012
The accompanying notes are an integral part of these condensed financial statements.

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
								From Inception
								on August 5,
			For the Three Months Ended						1987 Through
			March 31,						March 31,
			2014			2013			2014
OPERATING ACTIVITIES
	Net loss			$	(2,040)	$	(3,130)		$	(12,896,723)
Adjustments to reconcile net loss
to net cash flows from operating activities
	Services contributed by an officer				1,500		1,500			13,500
	Common stock issued for services				-		-			9,904,653
	Common stock issued for research and
	development costs				-		-			1,250,000
	Loss from disposition of subsidiary				-		-			564,300
	Expenses paid on behalf of the Company				-		1,000			90,459
	Gain on sale of patent				-		-			(640,000)
Changes in operating assets and liabilities
	Accounts payable				-		-			60,105
	Account payable - related parties				495		586			168,196
	Prepaid expenses				-		-			491,667
	Other accrued expenses				-		-			486,826
		Net Cash Provided by (Used
		in) Operating Activities			(45)		(44)			(507,017)
INVESTING ACTIVITIES
	Proceeds from sale of patent				-		-			640,000
		Net Cash Used
		in Financing Activities			-		-			640,000
FINANCING ACTIVITIES					-		-			-
	Capital contributed by officer				-		-			13,046
	Proceeds from related party payable				-		-			100
	Repayment of related party payable				-		-			(145,493)
		Net Cash Provided by (Used
		in) Financing Activities			-		-			(132,347)
NET INCREASE (DECREASE) IN CASH					(45)		(44)			636
CASH AT BEGINNING OF PERIOD					681		860			-
CASH AT END OF PERIOD				$	636	$	816		$	636
SUPPLEMENTAL CASH FLOW INFORMATION:
	NON-CASH FINANCING ACTIVITIES:
		Common stock issued for prepaid services		$	-	$	-		$	750,000
The accompanying notes are an integral part of these condensed financial statements.

PROTECT PHARMACEUTICAL CORPORATION

(A Development Stage Company)

Condensed Notes to Unaudited Financial Statements

March 31, 2014 and December 31, 2013

(Unaudited)

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 March 31, 2014, 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, 2013 audited financial statements.  The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.

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 the Company had accumulated losses of $9,175,013 for the period from inception through March 31, 2014 which raises substantial doubt about its ability 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 March 31, 2014 and 2013.

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 trade accounts payable to a related party in the amount of $24,434, and $23,939, as of March 31, 2014, and December 31, 2013, respectively.

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 March 31, 2014 and December 31, 2013, the related party payable outstanding balance totaled $24,940 and $24,940, respectively. 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 – 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 8 – 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.     

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 March 31, 2014 and 2013

We did not realize revenues for the three-month periods ended March 31, 2014 and 2013. During the three months ended March 31, 2014, we recorded total expenses of $2,040, consisting of $495 in professional fees, $1,500 in executive compensation and $45 in general and administrative expenses. In the comparable period of 2013 we recorded expenses totaling $3,130, consisting of $1,586 in professional fees, $1,500 in executive compensation and $44 in general and administrative expenses. These factors resulted in a net loss for the three months ended March 31, 2014 in the amount of $2,040 ($0.00 per share), compared to net loss of $3,130 ($0.00 per share) for the three months ended March 31, 2013.

Liquidity and Capital Resources

Total assets at March 31, 2014 were $636 which consisted of $636 in cash, compared to $681 in cash at December 31, 2013. Total liabilities at March 31, 2014 were $596,304, consisting primarily of $486,826 in other accrued expenses and accounts payable of $60,104. At December 31, 2013, total liabilities were $595,809, consisting primarily of $486,826 in other accrued expenses and $60,104 in accounts payable.

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 March 31, 2014, we had stockholders’ deficit of $595,668 compared to a stockholders’ deficit of $595,128 at December 31, 2013.  The increased deficit is primarily due to the net loss of $2,040 during the three months ended March 31, 2014.

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 $2,868,948 of net operating loss carryforwards as of December 31, 2013.  This loss carry forward may be offset against taxable income and income taxes in future years and expires starting in the year 2013 through 2033.�� 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 years ended December 31, 2013 and 2012 or the three months ended March 31, 2014, 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.              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 March 31, 2014, 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 2014. 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 2014 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

None

Item 6.           Exhibits

Exhibit 31.1	Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.

 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROTECT PHARMACEUTICAL CORPORATION
Date: May15, 2014	By:	/S/Geoff Williams
		President, C.E.O. and Director
Date:  May 15, 2014	By:	/S/KEITHELISON.
		Keith Elison
		C.F.O., Chief Accounting Officer