Protect Pharmaceutical (PRTT) 10-K 2015 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 (Mark One)

   x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2015

   o 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
incorporation or organization)	Identification No.)

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

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:    (801) 322-3401

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.005 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ]

No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ]

No [X]

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

¨

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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]

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2015, the last business day of the registrant’s most recently completed second quarter, was $55,488.  Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2015 have been excluded in that such persons may be deemed to be affiliates of the registrant.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of April 14, 2016 was 1,111,460.

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part IV, Item 15.

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PROTECT PHARMACEUTICAL CORPORATION

TABLE OF CONTENTS

		Page
PART  I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	8
Item 2.	Description of Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
PART  II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
	Purchases of Equity Securities	8
Item 6.	Selected Financial Data	10
Item 7.	Management's Discussion and Analysis of Financial Condition and Results
	of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B	Other Information	25
PART  III
Item 10.	Directors, Executive Officers and Corporate Governance	25
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related
	Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions and Director Independence	28
Item 14.	Principal Accounting Fees and Services	29
PART  IV
Item 15.	Exhibits, Financial Statement Schedules.	30
	Signatures	31

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PART I

Item 1.  Business.

History

Protect Pharmaceutical Corporation was originally incorporated in the State of Idaho on August 5, 1987, under the name Interstate Mining and Development Properties, Inc. The company initially staked certain gold placer mining claims, however the claims did not yield a sufficient amount of ore and the company halted operations in approximately 1989.

On August 2, 1996, the company changed its name to Interstate Development, Inc. Also in August 1996, two individuals, H. Deworth Williams and Geoff Williams, acquired controlling interest of the company’s outstanding common stock through the private purchase of shares from the company’s two largest shareholders. The company then engaged in the search for and evaluation of prospective business opportunities with the intent to acquire and/or merge with one or more businesses opportunities.

On July 3, 2006, the company’s stockholders approves change of the corporation’s domicile from Idaho to Nevada. On December 14, 2006, the change of domicile to Nevada was finalized by merging with and into Interstate Acquisition, Inc. (incorporated in Nevada on June 15, 2006) for the sole purpose of changing corporate domicile. The Idaho entity was then dissolved and on December 15, 2006, we changed the name of the Nevada entity to Pro-Tect, Inc. and continued to explore possible business opportunities.

On February 12, 2010, we entered into a Patent Acquisition Agreement with Nectid, Inc., a privately held Princeton, New Jersey based company, whereby we acquired from Nectid a portfolio of pending patent applications relating to three drug delivery technologies. Our primary purpose at that time was to develop drug delivery technologies and solutions through innovative dosing and/or delivery that would minimize the pharmaceutical dose, frequency, and side effects. In connection with the acquisition, we changed our corporate name to Protect Pharmaceutical Corporation on April 23, 2010.

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In exchange for the acquired patent applications, we issued to Nectid 5.0 million shares of our common stock (pre-split) and agreed to issue an additional 2.0 million shares upon realizing financing of $2.0 million. The acquisition agreement provided certain registration rights whereby the company would use its best efforts to file with the SEC a registration statement under the Securities Act of 1933, which would include shares issued to Nectid under the agreement. We did not realize the financing nor issued the additional 2 million shares and, accordingly, no registration statement was filed.

In June 2010, we filed a Form 10 registration statement under the Securities Exchange Act of 1934. As a result of filing the registration statement, we became obligated to file certain interim and periodic reports, including an annual report containing audited financial statements.

In December 2010, we amended the acquisition agreement to provide that in the event the company sold outright 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 Protect.

On January 31, 2011, we finalized a Patent Purchase Agreement with Grünenthal GmbH, a company organized under the laws of Germany. Pursuant to the terms of that agreement, Grünenthal purchased all of the company’s rights, title and interest in and to certain inventions described in patents and patent applications. The patents relate to Opioid Formulations and Methods of treating acute and chronic pain.

In exchange for the patents, Grünenthal paid the cash consideration of $1.6 million. Pursuant to our agreement with Nectid, because the patents were sold outright without first undertaking any development of the patents, the proceeds were divided 60% to Nectid and 40% to Protect. Accordingly, the company realized $640,000 from the sale and the balance was paid to Nectid. We retained all other inventions, patents and technologies initially acquired from Nectid.

Current Business

On January 24, 2012, Ramesha Sesha tendered his resignation as an officer and director of the company.  He was replaced on February 12, 2012 by Geoff Williams as chief executive officer, president, treasurer and director. Following Mr. Sesha’s resignation, we continued to explore possible development and commercialization of the differentiated products based on our remaining proprietary oral drug delivery technologies and patents acquired from Nectid. Subsequently, management concluded that it would be difficult to continue with this plan without acquiring the necessary qualified scientific personnel. Accordingly, we decided to explore alternative business ventures.  

On September 19, 2014, the company entered into a Claims Assignment Agreement with Blue Cap Development Corp., a private Nevada corporation (“Blue Cap”), to acquire certain mining and/or mineral claims and/or leases located in Sec. 6, T2S, R1W, New Mexico Principal Meridian, of Soccorro County New Mexico (the “Claims”).

In exchange for the Claims, we issued 26.0 million (pre-split as described below) shares of authorized, but previously unissued common stock. The amount of shares was negotiated between the parties and the 26.0 million shares represented approximately 36.9% of the shares then outstanding following the acquisition. Two principals of Blue Cap, Edward F. Cowle and H. Deworth Williams, are principal stockholders of Protect and owned approximately 31% of Protect’s common stock prior to the acquisition.  Because of the related nature of the parties to the transaction, Protect endeavored to conduct an independent investigation of Blue Cap and the Claims and research the merits and value of acquiring the Claims.  

Protect’s President, Geoff Williams, oversaw the investigation and consulted with outside advisors. Geoff Williams is the son of H. Deworth Williams. The company researched information and documents related to the Blue Cap Claims and consulted with other persons familiar with the properties and the industry.  Following the review of all available information, it was determined that the acquisition of the Claims presented a unique opportunity for the company.  Management believes that the acquisition was accomplished for a fair, negotiated consideration and the acquisition is in the best interest of our stockholders.

Our decision to enter into the Claims Acquisition Agreement was premised on the Board of Directors intention to diversify the company’s future business.  As a result of acquiring the Claims, we are developing a plan to commence an exploration program for the possibility of deposits of rare earth elements on the Claims.  Rare earth elements are essential for a diverse and expanding array of high-technology applications and for many current and emerging alternative energy technologies, such as electric vehicles, energy-efficient lighting, and wind power.  Examples of products that use rare earth elements are computer hard drives, smart phones, TV screens and wind turbines.  Rare earth elements are also critical for a number of key defense systems such as lasers, radar, missile-guidance systems and other electronics.

Management anticipates that the company will need to secure adequate funding to develop and implement an exploration program. There can be no assurance that we will be able to secure the necessary funding to fulfill our goals, or that any future funding will be available on terms favorable to the company, or at all.

Our 10 lode mining claims are located in Sec. 6, T2S, R1W, New Mexico Principal Meridian, of Soccorro County, New Mexico.  The Claims are being held for the purpose of exploration for gold, silver and rare earth mineralization deposits and are located near existing exploration projects and we expect will be explored by other mining companies.  Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit. According to SEC Industry Guide No. 7, we are classified or considered an exploration stage mining company. This is defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage.

We currently have limited capital and no revenues. Management anticipates that in the near term, ongoing expenses, including the costs associated with the preparation and filing with the SEC of requisite reports, 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.

Our principal offices are currently located at 2681 Parleys Way, Suite 204, Salt Lake City, UT84109 and our telephone number is (801) 322-3401.

Reverse Stock Split

On November 4, 2014, Protect effected a reverse stock split of its 70,513,012 million issued and outstanding shares of common stock on a one (1) share for one thousand (1000) shares basis. As per the terms of the reverse stock split, any fractional share amount resulting from the split was automatically rounded up to the next higher whole share amount, with the provision that no individual stockholder’s holdings would be reduced below 100 shares. Accordingly, additional shares to restore each such affected stockholder’s holdings to 100 shares were issued.  The par value of the common stock remains at $0.005 per share. All subsequent references to the number of shares will be on a post-split basis unless otherwise noted. As a result of the reverse stock split and the rounding up of odd lots to 100 shares, as of the date of this report we have issued and outstanding approximately 1,111,460 shares of common stock.

Each share certificate representing shares of pre-split common stock is deemed to represent one-thousandth (1/1000) shares of post-split common stock.  Certificates representing post-split common stock will be issued in due course as old share certificates are tendered for exchange or transfer to the company’s transfer agent.

Business Development Strategies

We reviewed the company’s remaining patents and new generation drug delivery technologies acquired in 2010. However, without personnel with the requisite scientific expertise, management feels it will be difficult to further develop the technologies. Accordingly, our primary business focus has shifted to the exploration of the acquired properties to determine whether there is commercial potential.

In order to facilitate an exploration program, we will need to raise adequate funds to complete initial exploration commitments and pay general business and operating expenses. We estimate that we will need up to $100,000 during the next twelve months to complete the initial phase of exploration and to commence an exploration program on our properties.  Management plans to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.

If we are able to complete our initial exploration programs and successfully identify a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether any identified mineral deposit is commercially viable. If we are unable to raise additional funds for this work or secure a strategic partner, we would be unable to proceed, even if a mineral deposit is discovered and is believed to be commercially viable.

We are presently developing a comprehensive exploration plan that will include a detailed budget and timeline.  We anticipate that we can finalize this plan before year end 2015.  It is our intent for management to oversee and assess each phase of our proposed exploration to determine whether the results warrant further work. If initial exploration results do not warrant drilling or further exploration, we will most likely suspend operations on the property. In that event, we would need to seek additional exploration properties and additional funding with which to conduct the work. If we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.

Historically, we have incurred operating losses and we will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we will require additional funds to maintain operations and these conditions raise substantial doubt about our ability to continue as a going concern.

We anticipate that our immediate funding requirements will have to be satisfied by advances from officers, directors or stockholders. We will most likely accrue expenses when possible until a funding can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.  Further, we expect directors to defer any compensation until such time as we have sufficient funds.  We have not yet entered into any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.  

As it is most likely we will need to obtain outside financing, possibly the only method available would be the private sale of securities. It is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender.  There can be no assurance that we will be able to obtain necessary additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

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Research and Development

Subsequent to the sale of patents and patent applications to Grünenthal, we have not made any expenditure on research and development activities.  We do not anticipate conducting any product research or development over the next 12 months and do not expect to purchase any plant or significant equipment during that time unless we have the necessary funds.

Competition

The exploration for and exploitation of mineral reserves is highly competitive with many local, national and international companies in the marketplace. If we are successful in discovering mineral reserves, we will have to compete against several established companies in the industry that are better financed and/or who have closer working relationships with productive mining companies. In the future, we will most likely need to seek a strategic relationship with a more established and larger mining company to provide assistance, if exploration results so warrant. However, we have not entered into any agreements with any third parties to produce any minerals from our property, nor have we identified any potential partners in that regards, nor is there any assurance we will be able to secure such agreements. If we are unable to identify and/or partner with any third parties to assist us in attaining “production grade” minerals, we will likely be unsuccessful in producing any such minerals.

Government Regulation

Because we are engaged in the mineral exploration activities, we are exposed to many governmental and environmental risks associated with our business. We are currently in the initial exploration stages and management has not determined whether significant site reclamation costs will be required.

Environmental and other government regulations at the federal, state and local level may include:

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surface impact;

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water acquisition and treatment;

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site access;

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reclamation;

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wildlife preservation;

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licenses and permits; and

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maintaining the environment.

Regulatory compliance in the mining industry is complex and the failure to meet and satisfy various requirements can result in fines, civil or criminal penalties or other limitations.

In the event we are able to secure funding necessary to implement an exploration program, we will be subject to regulation by numerous governmental authorities. In order to maintain our claims, we must make annual payments to the BLM and the State of New Mexico.  If we proceed to phase two drilling, we must secure an Access and Land Use Permit. Subsequently, operating and environmental permits will be required from applicable regulatory bodies using technical applications filed by us. The failure or delay in obtaining regulatory approvals or licenses will adversely affect our ability to explore our property and otherwise carry out our business plan.

Any exploration or ultimate production on United States Federal land will have to comply with the Federal Land Management Planning Act, which has the effect generally of protecting the environment. Any exploration or ultimate production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The costs of complying with environmental concerns under any of these acts vary on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

There are no costs to us at the present time except for annual fee payments related to the claims and reclamation bonding requirements of the Bureau of Land Management in connection with compliance with environmental laws. However, because we anticipate engaging in natural resource projects, these costs could occur at any time and the potential liability extensive.

Employees

We currently have no employees. Daily functions are administered by our current directors. We are presently considering the possibility of additional employees, but will add employees only as our business demands warrant and we have the necessary available funds. We also plan to engage consultants from time to time to perform services on a per diem or hourly basis.

Facilities

Our principal place of business is located in the business office of our President, Geoff Williams, at 2681 Parleys Way, Suite 204, Salt Lake City, UT84109. Management believes that the current facilities are adequate for the immediate future.

Industry Segments

No information is presented regarding industry segments.  We are presently an exploration stage company engaged in the mineral exploration business and considered an exploration stage mining company.  Reference is made to the statements of income included in this Form 10-K for a report of our operating history for the past two fiscal years.

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Item 1A.   Risk Factors.

This item is not required for a smaller reporting company.

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Item 1B

    Unresolved Staff Comments.

This item is not required for a smaller reporting company.

Item 2.
Description of Property.

We do not own any real property.  We currently occupy office space that serves as our principal place of business located at 2681 Parleys Way, Suite 204, Salt Lake City, UT 84109.

Item 3. Legal Proceedings.

There are no material pending legal proceedings to which the company or any subsidiary is a party, or to which any property is subject and, to the best of our knowledge, no such action against us is contemplated or threatened.

Item 4.

Mine Safety Disclosures.

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities.

Our common stock is currently quoted on the OTC Pink market under the symbol PRTT. There is a limited public trading market for our shares with only sporadic trading. The last reported trade on March 23, 2015 was 100 shares at $1.70. Accordingly, because of the limited trading information available, we are not including a historical trading table.

As of the date hereof there are approximately 81 stockholders of record of our common stock, which figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominee accounts. Including those additional stockholders, we estimate the total number of stockholders to be approximately 200.

Secondary trading of our shares may be subject to certain state imposed restrictions. Except for quotations on the OTC Pink, we have no immediate plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.

Recent Issuances of Securities

As a result of the reverse stock split effected on November 4, 2014 on a one (1) share for one thousand (1000) shares basis, fractional share were automatically rounded up to the next higher whole share and any individual stockholder’s holdings that were reduced below 100 shares were issued additional shares to restore each such affected stockholder’s holdings to 100 shares. Accordingly, approximately 40,950 shares were issued due to rounding up fractional shares and the rounding of resulting odd lots to 100 shares. Because brokers are responsible for delivering to the transfer agent customer shares that have not yet been split, there is a possibility that additional claims may be made for shares held in nominee name, although we believe that any such claims would not be significant.

During the year ended December 31, 2014 the company issued an aggregate of 26,000 common shares (post-split) as consideration for acquisition of Claims, valued for accounting purposes at par value of $0.005 per share. On October 19, 2015, we issued 1,000,000 shares of common stock to two persons pursuant to the conversion of promissory notes in the aggregate amount of $44,563, including accrued interest. These shares were issued in private transactions to persons familiar with the company’s business pursuant to an exemption from registration under the Securities Act of 1933 provided by Section 4(2) of that Act.

As of the date of this report, we have outstanding a total of 1,111,450 shares of common stock.

Penny Stock Rule

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state. Further, our common stock most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

It is unlikely that our securities will be listed on any national or regional exchange or The NASDAQ Stock Market in the foreseeable future. Therefore our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for broker-dealer transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is:

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registered and traded on a national securities exchange meeting specified criteria set by the SEC;

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authorized for quotation on The NASDAQ Stock Market;

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issued by a registered investment company;

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excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or

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exempted from the definition by the SEC.

Broker-dealers who sell penny stocks to persons other than established customers and accredited investors are subject to additional sales practice requirements. An accredited investor is generally defined as a person with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must receive the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

These requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to make a market in our shares, or they could affect the value at which our shares trade. Classification of the shares as penny stocks increases the risk of an investment in our shares.

Rule 144

Rule 144 is the common means for a stockholder to resell restricted securities and for an affiliate to sell securities, either restricted or non-restricted (control) shares. Rule 144 was amended by the SEC, effective February 15, 2008.

Under the amended Rule 144, an affiliate of a company filing reports under the Exchange Act who has held their shares for more than six months, may sell in any three-month period an amount of shares that does not exceed the greater of:

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the average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or

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1% of the shares then outstanding.

Sales by affiliates under Rule 144 are also subject to certain requirements as to the manner of sale, filing appropriate notice and the availability of current public information about the issuer.

A non-affiliate stockholder of a reporting company who has held their shares for more than six months, may make unlimited resales under Rule 144, provided only that the issuer has available current public information about itself. After a one-year holding period, a non-affiliate may make unlimited sales with no other requirements or limitations.

An important exception to the above described availability of the amended Rule 144 is that Rule 144 is not available for either a reporting or non-reporting shell company, unless the company:

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has ceased to be a shell company;

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is subject to the Exchange Act reporting obligations;

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has filed all required Exchange Act reports during the preceding twelve months; and

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at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.

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Because we were considered a shell company prior to our acquisition of patent applications, in February 2010, Rule 144 was not available to our stockholders until one year after the filing or our registration statement on Form 10 in June 2010.

We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, but such sales may have a substantial depressing effect on such market price.

Dividends Policy

We have never declared cash dividends on our common stock, nor do we anticipate paying any dividends on our common stock in the foreseeable future.

Item 6. Selected Financial Data.

This item is not required for a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

We are considered an exploration stage company with no current revenues. We do not expect to realize revenues until we have completed a successful exploration program and are able to produce and market minerals in commercial quantities. In the near term, ongoing expenses, including the costs associated with the preparation and filing reports with the SEC, will be paid for by advances from stockholders and/or directors, or possibly 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

We did not realize revenues for the years ended December 31, 2015 and 2014. Operating expenses totaled $30,027 and $30,848 for 2015 and 2014, respectively. Our 2015 expenses consisted $22,085 in professional fees, $6,000 in executive compensation and $1,942 in general and administrative expenses. Expenses recorded during 2014 consisted of $24,848 in professional fees and $6,000 in executive compensation. The decrease in professional fees for 2015 was attributed to lower legal and accounting fees associated with our reporting requirements with the SEC.

During 2015 we negotiated the settlement of a certain promissory note that represented prior debts incurred by expenses paid on behalf of the company and funds advanced by a stockholder.  The note was settled by issuing 1,000,000 shares of our common stock in exchange for the note in the aggregate amount of $44,563, which included principal and interest. This resulted in a net loss of $635,464, or ($1.44) per share for 2015 compared to a net profit of $458,145, or $8.48 per share for 2014. The 2014 profit reflects the gain on a one time forgiveness of liabilities of $488,993, due to an agreement whereby our former President agreed to forgive $486,826 in accrued salaries and $2,167 in accrued expenses. The forgiveness of liabilities in 2014 is not expected to reoccur in the future.

Liquidity and Capital Resources

Total assets consisting solely of cash at December 31, 2015 and 2014 were $7 and $502, respectively.  Total liabilities at December 31, 2015 and 2014 were $100,454 and $121,485, respectively. The decrease in liabilities at the end of 2015 is primarily attributed to the decrease in related party payables from $58,052 at December 31, 2014 to $30,798 at December 31, 2015, due primarily to the negotiated settlement of debt. The decrease in total liabilities was partially offset by the increase in accounts payable and accrued expenses from $63,443 at December 31, 2014 to $69,656 at December 31, 2015.

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Because currently we have no revenues or significant cash reserves, for the immediate future we will rely on our directors and/or stockholders to pay expenses or raise funds through the private placement of securities. There is no assurance that we will be able to raise adequate capital in the immediate future to satisfy cash needs. At December 31, 2015, we had total stockholders’ deficit of $100,447 compared to a stockholders’ deficit of $120,983 at December 31, 2014.

Plan of Operation

Following the acquisition of Claims in September 2014, we have directed our focus on the initial exploration of the acquired properties to determine whether there is commercial potential. We are now in the process of developing a definitive plan for the initial exploration of our Claims. We have no current plans to develop our remaining patents and technologies.

We are considered an exploration stage mining company, defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage. We have no known mineral reserves on our properties and our proposed preliminary studies of the Claims is intended to be exploratory in nature.

We plan to initiate an exploration program during the next 12 months to identify possible mineralization on our properties and to determine the feasibility of preceding further.  We will need to raise additional funds to complete our initial exploration commitments and to pay for general business and operating expenses. It is anticipated that we will need up to $100,000 during the next twelve months to facilitate an exploration program. Management plans to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.

If exploration results do not warrant drilling or further exploration, we will most likely suspend operations on the property. In that event, we would need to seek additional exploration properties and additional funding with which to conduct the work. If we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.

If our initial exploration program successfully identifies a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether any identified mineral deposit is commercially viable. If we are unable to raise additional funds for this work or secure a strategic partner, we would be unable to proceed, even if a mineral deposit is discovered and is believed to be commercially viable.

Management believes that we will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we will require additional funds to maintain operations and these conditions raise substantial doubt about our ability to continue as a going concern.

We do not anticipate conducting any product research or development over the next 12 months. Also, we do not expect to make any major equipment purchasers or make any significant capital expenditures in the immediate future unless we have the necessary funds. We do not have employees and do not expect to add employees over the next 12 months, except for part-time clerical assistance on an as-needed basis and possibly engaging outside advisors or consultants as requisite funds are available. We anticipate that our current management team will satisfy our everyday operating requirements for the foreseeable future.

Because we currently have limited cash, it may be necessary for officers, directors or stockholders to advance funds and we will most likely accrue expenses until a funding can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.  Further, we expect directors to defer any compensation until such time as we have sufficient funds.  We have not yet entered into any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.  

Because we currently have no revenues, most likely the only source of funding these expenses will be through the private sale of securities, either equity or debt. We are currently exploring possible funding sources, but we have not entered into any arrangements or agreements for funding as of this time. If we are unable to raise 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.

11

Net Operating Loss

We have accumulated approximately $8,615,402 of net operating loss carryforwards as of December 31, 2015. This loss carry forward may be offset against taxable income and income taxes through the year 2035. 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 which can be used. No tax benefit has been reported in the financial statements for fiscal years ended December 31, 2015 and 2014 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because presently we have not started full operations.

Inflation

Management is of the opinion that inflation has not and will not have a material effect on our operations in the immediate future. We 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.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of thecompany’s financial statements.We believe that these recent pronouncements will not have a material effect onour financial statements.

JOBS Act

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

●

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

●

be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act (the “Dodd-Frank Act”), and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer and be permitted to omit the detailed compensation discussion and analysis rom proxy statements and reports filed under the Securities Exchange Act of 1934; and

●

instead provide a reduced level of disclosure concerning executive compensation and be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on the financial statements.

It should be noted that notwithstanding our status as an emerging growth company, we would be eligible for these exemptions as a result of our status as a “smaller reporting company” as defined by the Securities Exchange Act of 1934.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to take advantage of the benefits of this extended transition period and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Cautionary Statement Concerning Forward-Looking Information

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, including those risks discussed in the “Risk Factors” section above. 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.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 8.
Financial Statements and Supplementary Data.

Financial statements for the fiscal years ended December 31, 2015 and 2014 have been examined to the extent indicated in their reports by Sadler, Gibb & Associates, L.L.C, independent registered public accountants and have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to regulations promulgated by the SEC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Protect Pharmaceutical Corporation

We have audited the accompanying balance sheets of Protect Pharmaceutical Corporation as of December 31, 2015 and 2014, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Protect Pharmaceutical Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring net losses and has an accumulated deficit of $9,350,292 as of December 31, 2015. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 13, 2016  

PROTECT PHARMACEUTICAL CORPORATION
Balance Sheets
ASSETS
			December 31,		December 31,
			2015		2014
CURRENT ASSETS
	Cash		$	7	$	502
		Total Current Assets		7		502
		TOTAL ASSETS	$	7	$	502
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	69,656	$	63,443
	Related party payables			30,798		58,052
		Total Current Liabilities		100,454		121,485
		TOTAL LIABILITIES		100,454		121,485
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, 1,111,460 and 89,459
	shares issued and outstanding, respectively			5,557		447
	Additional paid-in capital			9,244,288		8,593,398
	Accumulated deficit			(9,350,292)		(8,714,828)
		Total Stockholders' Deficit		(100,447)		(120,983)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	7	$	502
The accompanying notes are an integral part of these financial statements.

PROTECT PHARMACEUTICAL CORPORATION
Statements of Operations
		For the Years Ended
		December 31,
		2015		2014
REVENUES		$	-	$	-
EXPENSES
	Research and development		-		-
	Professional Fees		22,085		24,848
	Executive compensation		6,000		6,000
	General and administrative		1,942		-
LOSS FROM OPERATIONS			(30,027)		(30,848)
OTHER INCOME (EXPENSE)
	Loss on settlement of debt		(605,437)		-
	Gain on forgiveness of liabilities		-		488,993
INCOME (LOSS) BEFORE INCOME TAXES			(635,464)		458,145
	Income Taxes		-		-
NET INCOME (LOSS)		$	(635,464)	$	458,145
BASIC AND DILUTED INCOME (LOSS)
	PER SHARE OF COMMON STOCK	$	(1.44)	$	8.48
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING			442,169		54,047
The accompanying notes are an integral part of these financial statements.

PROTECT PHARMACEUTICAL CORPORATION
Statements of Stockholders' Equity (Deficit)
				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Deficit
Balance, December 31, 2013	44,573		223	$	8,577,622	$	(9,172,973)	$	(595,128)
Common stock issued for mining claims	26,000		130		(130)		-		-
Rounding shares issued pursuant to
Reverse-stock split	18,886		94		(94)		-		-
Contribution of capital by related party
To satisfy outstanding payables	-		-		10,000		-		10,000
Services contributed by officers	-		-		6,000		-		6,000
Net income (loss) for the year ended
December 31, 2014	-		-		-		458,145		458,145
Balance, December 31, 2014	89,459	$	447	$	8,593,398	$	(8,714,828)	$	(120,983)
Contributed services by officers					6,000				6,000
Rounding shares issued	22,001		110		(110)		-		-
Common stock issued for
Settlement of debt	1,000,000		5,000		645,000		-		650,000
Net income (loss) for the year ended
December 31, 2015	-		-		-		(635,464)		(635,464)
Balance, December 31, 2015	1,111,460	$	5,557	$	9,244,288	$	(9,350,292)	$	(100,447)
The accompanying notes are an integral part of these financial statements.

PROTECT PHARMACEUTICAL CORPORATION
Statements of Cash Flows
			For the Year Ended
			December 31,
			2015			2014
OPERATING ACTIVITIES
Net income (loss)				$	(635,464)		$	458,145
Adjustments to reconcile income (loss)
to cash flows from operating activities
	Services contributed by an officer				6,000			6,000
	Loss on settlement of debt				605,436			-
	Gain on forgiveness of liabilities				-			(488,993)
	Expenses paid on behalf of the Company				-			33,112
Changes in operating assets and liabilities
	Accounts payable and accrued expenses				(3,330)			3,116
	Accounts payable - related parties				9,553			(11,559)
		Net Cash Used in Operating Activities			(17,805)			(179)
INVESTING ACTIVITIES
		Net Cash Provided by Investing Activities			-			-
FINANCING ACTIVITIES
Advances from related party					17,310			-
		Net Cash provided by Financing Activities			17,310			-
NET CHANGE IN CASH					(495)			(179)
CASH AT BEGINNING OF PERIOD					502			681
CASH AT END OF PERIOD				$	7		$	502
SUPPLEMENTAL CASH FLOW INFORMATION:
	NON-CASH FINANCING ACTIVITIES:
		Common stock issued for mining claims		$	-		$	130
		Share issued for rounding in reverse split		$	110		$	94
		Capital contributed by related party in assumption of liabilities		$	-		$	10,000
		Common stock issued for settlement of debt		$	650,000			-
The accompanying notes are an integral part of these financial statements.

NOTE 1 - ORGANIZATION AND HISTORY

Business and Organization

Protect Pharmaceutical Corporation(the Company)was originally incorporated under the laws of the state of Idaho on August 5, 1987.  The Company was incorporated for the purpose of purchasing, leasing or otherwise acquiring mining claims and rights and also to develop mines. The Company was unable to raise development money and the Company’s operations ceased.  The Company has been seeking new business opportunities believed to hold a potential profit or to merge with an existing, operating company.   

On June 15, 2006, the name of the Company changed to Pro-Tect, Inc. and its domicile was moved to the state of Nevada.  Subsequently, the Company changed its name on March 25, 2010 to Protect Pharmaceutical Corporation. Since that date the Company has engaged in licensing its patented pharmaceuticals technologies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’sfiscal year-end is December 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2015 and 2014 the Company had $7 and $502 of cash and cash equivalents, respectively.

Revenue Recognition

The Company will recognize revenue from the performance of its services and/or sale of its products in accordance with ASC 605 “Revenue Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, product is delivered, and collectability is assured.

Advertising Costs

The Company follows the policy of expensing advertising costs during the period in which they are incurred. The Company incurred no advertising costs during the years ended December 31, 2015 and 2014, respectively.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based Compensation

The Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all share-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. During the years ending December 31, 2015 and 2014, the Company issued $-0- and $-0-, respectively, in share-based payments for services.

Provision for Taxes

The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes.  The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

Basic Income (Loss) per Common Share

Basic income (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 December 31, 2015 and 2014.

	For the Year Ended December 31, 2015			For the Year Ended December 31, 2014
Income (Loss) (numerator)	$	(635,464	)	$	458,145
Shares (denominator)		442,169			54,047
Per share amount	$	(1.44	)	$	8.48

Recent Accounting Pronouncements

Management has consideredall  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.

NOTE 3 – 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 has an accumulated deficit of $9,350,292 as of December 31, 2015 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 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 December 31, 2015 and December 31, 2014, respectively, the related party payable outstanding balance totaled $30,798 and $58,052. These payables are non-interest bearing, unsecured, and are due on demand.

See also Note 5 for related party equity transactions.

NOTE 5 –STOCKHOLDERS’ EQUITY

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 September 19, 2014, the Company issued 26,000 shares of common stock to Blue Cap Development Corp. in exchange for certain mining and/or mineral claims and/or leases located in New Mexico. Two principals of Blue Cap, Edward F. Cowle and H. Deworth Williams, are principal stockholders of the Company.

On November 4, 2014, the Company effected a reverse stock split of its issued and outstanding shares of common stock on a one (1) share for one thousand (1000) shares basis. As per the terms of the reverse stock split, any fractional share amount resulting from the split was automatically rounded up to the next higher whole share amount, with the provision that no individual stockholder’s holdings would be reduced below 100 shares. Additional shares to restore each such affected stockholder’s holdings to 100 shares were issued.  The par value of the common stock remains at $0.005 per share. As a result of the reverse stock split and the rounding up of odd lots to 100 shares, at December 31, 2014, there were 89,459 shares certificated and outstanding, although not all shareholders had made claims for additional rounding shares.

On September 1, 2015 the Company issued an aggregate of 1,000,000 shares of common stock to related parties as payment on a note payable with a balance of $44,563.  The shares were valued at $0.65 per share, resulting in a total payment value of $650,000.  The transaction resulted in the Company recording a loss on settlement of debt in the amount of $605,437.

NOTE 6 –COMMITTMENTS

On February 6, 2009, the Company entered into a Patent Acquisition Agreement, whereby it was assigned various patents for pharmaceutical products in exchange for 7,000,000 shares of the Company’s common stock. 5,000,000 shares were delivered immediately to the assignor and 2,000,000 shares are held to be delivered upon the successful completion of $2,000,000 financing. The patents are also subject to a 20% royalty on revenues, a 10% milestone payment and an employment agreement. The Company is responsible for the completion of a development program to commercialize products using the patented technologies within 5 years.

NOTE 6 –COMMITMENTS (CONTINUED)

The employment agreement provides that the patent holder will become the Company’s Chief Operating Officer. The agreement provides for an annual salary $250,000 in year one, $300,000 in year two and $350,000 in year three. The agreement also provides for compensatory common stock purchase warrants to be issued at not less than 20% of the shares issued for financing and other standard employee benefits. In January, 2014, the Chief Operating Officer resigned and the employment agreement expired, leaving a remaining balance owing in Accrued officer salaries of $486,826 on the balance sheet for both December 31, 2014.  During the December 2015, this amount and $2,167 of accrued expenses owed to this former Officer was forgiven, resulting in a gain of $488,993.

On February 12, 2010, the Company issued 5,000,000 shares of its common stock pursuant to a Patent Acquisition Agreement to purchase various patents to be used in the commercialization of certain drugs. In accordance with ASC 730, the Company has recorded the cost of these expenses as research and development expenses.

As part of the Patent Acquisition Agreement, the Company has agreed to pay a royalty equal to 20% of gross sales from licensing fees or net sales.  Additionally, the Company is obligated to achieve the following developmental milestones:

a)	Commercially reasonable efforts must begin within 12 months of the agreement
b)	File an Investigational New Drug (IND) application for at least one product within two years of closing
c)	Initiate clinical studies for at least one product within three years of closing
d)	Commercialize at least one product within five years of closing

 As of December 31, 2015, these milestones have not been completed.

NOTE 7 – INCOME TAXES

The Company provides for income taxes under ASC 740 “Tax Provisions”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to net loss before provision for income taxes for the following reasons:

	December 31, 2015		December 31, 2014
Income tax benefit (expense) at statutory rate	$	216,058	$	155,770
Contributed services		2,040)		2,040
Change in valuation allowance		214,018		(157,810)
Income tax expense per books	$	-	$	-

Net deferred tax assets consist of the following components as of:

	December 31, 2015			December 31, 2014
NOL carryover	$	2,929,237	)	$	(2,713,179	)
Contributed services		2,642,531			2,642,531
Contributed Services		6,120			6,120
Valuation allowance		280,586			64,528
Net deferred tax asset	$	-		$	-

NOTE 7 – INCOME TAXES (CONTINUED)

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $8,615,402 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in futureyears.

NOTE8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report, and there are no other material subsequent events to report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this annual report, management, with the participation of our chief executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures”, as defined in the Securities Exchange Act of 1934, Rules 13a-15(e) and 15-d-15(e). Based upon that evaluation, our principal executive officer and financial officer concluded that as of December 31, 2015, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is:

(i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms; and

(ii) accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;

●

provide reasonable assurance that the transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper authorizations; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

13

Management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies. Based on our assessment and those criteria, our management concluded that our internal control over financial reporting was not effective as of December 31, 2015.

Changes in Internal Control over Financial Reporting

Management has concluded that controls over both disclosure controls and financial reporting controls are ineffective due to material weaknesses in maintaining sufficient segregation of duties. Due our size and limited resources, we are unable at this time to implement and maintain proper segregation of duties.

There have been no significant changes in our internal controls over financial reporting or in other factors that could materially affect, or would be likely to materially affect, our internal controls over financial reporting subsequent to the date we carried out our evaluation.

Item 9B. Other Information.

Not applicable.

14

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The executive officers and directors of the company are as follows:

Name	Age	Position
Geoff Williams	46	President, CEO and Director

Rachel Winn

          45    Secretary and Director

Alice Williams

          81    Treasurer and Director

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have not compensated current directors for service on the board of directors or any committee thereof. Directors are entitled to be reimbursed for expenses incurred for attendance at meetings of the board and any committee of the board. However, directors may defer expenses and/or take payment in shares of Protect common stock. As of the date hereof, no director has accrued any expenses or compensation. Officers are appointed annually by the board and each executive officer serves at the discretion of the board. Presently we do not have any standing committees.

No director, officer or affiliate has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment, or decree involving the violation of any state or federal securities laws.

Currently, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs. Present management openly accepts and appreciates any input or suggestions from stockholders. However, the board of directors is elected by stockholders and the stockholders have the ultimate say in who represents them on the board. There are no agreements or understandings for any officer or director to resign at the request of another person and none of the current offers or directors are acting on behalf of, or will act at the direction of any other person.

The following sets forth the business experience of our directors, including specific qualifications to serve as director in light of our business:

Geoff Williams.  Mr. Williams has served as chief executive officer, president, and director since February, 2012. He is also presently serving as acting principal accounting officer. 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.  Mr. Williams also serves as our principal financial officer and principal accounting officer.

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Mr. Williams is currently a director, President and C.E.O. of Westgate Acquisitions Corp. and, until he resigned in February 2010, he was a director, President and C.E.O. of Greyhound Commissary, Inc., now known as Tanke Biosciences Corp. Mr. Williams was also a director of U.S. Rare Earths, Inc. from November 2011 to August 2012

Rachel Winn.  Ms. Winn was appointed a director and Secretary on August 20, 2014. Since May 1, 2009, she has been the assistant office manager at Williams Investment Company. On October 3, 2012, Ms. Winn was appointed a director and secretary of Westgate Acquisitions Corporation, an exploration stage company. Ms. Winn also serves as a Director on the Board of Directors of Red Mountain Inc. and Fortune Viniculture. Recently, she has assumed the responsibility of overseeing all secretarial services concerning Elite Engineering Solutions, and is the personal assistant to Shaun Wyllie, the company’s Director of Operations.

Ms. Winn graduated from East High school in 1988. She then went on to work at a Reservations Network in Park City, Utah from 1988 until 1991. Her duties included typing, filing, reception and property management. In 1991 she moved to Salt Lake City and worked in the food service industry at The Red Lion Hotel, Harris and David’s Café, Dee’s Family Restaurant and at The Other Place Restaurant. In 2005, Ms. Winn became the Client Services Coordinator at the law firm of Ray Quinney and Nebeker in Salt Lake City until 2007 when she accepted a position at Adult Beverage Control Systems, supervising the Northern portion of the Salt Lake Valley until 2009.  Ms. Winn is the wife of Geoff Williams.

Alice Williams graduated from East High school in Salt Lake City in 1953 and attended the University of Utah for 3 years studying English Literature. In 1960 she became the owner and sole operator of Beaux Arts Beauty Salon in downtown Salt Lake City, Utah working as a full time cosmetologist until 1968.  In 1978, Mrs. Williams founded and became President of the Park City Women’s Golf Association. Although she is no longer President of that association, she remains an active member. In 1982 Ms. Williams became a board member and social director of the University of Utah “Writers at work” where she began a news column called “Ask Alice” that was published in New Jerseys’ “Good Times Magazine”. She remained on the board until 1987. In 2014, Mrs. Williams became a director and Treasurer of the company. Ms. Williams is the mother of the company’s President, Geoff Williams.

Committees of the Board of Directors

Currently we do not have any standing committees of the board of directors. Until such time as formal committees are established, our board of directors will perform some of the functions associated with a nominating committee and a compensation committee, including reviewing all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation. The board will also perform the functions of an audit committee until we establish a formal audit committee.

Code of Ethics

We have not adopted a Code of Ethics and Business Conduct applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We anticipate that we will adopt a Code of Ethics in the future.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. We believe that no reports were filed during the fiscal year 2015.

Item 11.  Executive Compensation.

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Currently, our directors do not receive compensation for their services to the company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our shares of common stock by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

● each of our directors;

● our executive officers; and

● by all directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after the date of this report, are deemed outstanding, but those shares are not deemed outstanding for purposes of computing percentage ownership of any other person. The number and percentage of shares beneficially owned are based on 1,111,460 shares of common stock outstanding as of March __, 2016 and reflects the reverse stock split effected in November 2014. Each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that person, subject to community property laws, where applicable.

Name and Address	Amount and Nature of		Percent
of Beneficial Owner	Beneficial Ownership		of Class(1)
Directors and Executive Officers
Geoff Williams		907,286		46.5 %
2681 East Parleys Way, Suite 204
Salt Lake City, UT 84109
5% Stockholders
Edward F. Cowle		102,750		5.2%
70 Garth Road, Apt. 4A
Scarsdale, NY 10583
H. Deworth Williams		937,063		48.1%
2681 East Parleys Way, Suite 204
Salt Lake City, UT 84109
All directors and officers		2,286		0.1%
a group (2 person)		1949385

Note: Unless otherwise indicated, we have been advised that each person above has sole voting power over the shares indicated above.

(1)  Based upon 1,111,460 shares of common stock outstanding on April 12, 2016.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Since the beginning of the company’s last fiscal year, to the best knowledge of the company there was no person who had or has a direct or indirect material interest in any transaction, or proposed transaction to which the company was or is a party.

Item 14. Principal Accounting Fees and Services.

We do not have an audit committee and as a result our entire board of directors performs the duties of an audit committee. Our board of directors will approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. As a result, we do not rely on pre-approval policies and procedures.

Audit Fees

The aggregate fees billed by our independent auditors, Sadler, Gibb & Associates, L.L.C., for professional services rendered for the audit of our annual financial statements included in our annual reports for the years ended December 31, 2015 and 2014 were $10,000 for each year.

Audit Related Fees

For the year ended December 31, 2015 and 2014, there were no fees billed for assurance and related services by Sadler, Gibb & Associates, L.L.C. relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above.

Tax Fees

For the years ended December 31, 2015 and 2014, no fees were billed by Sadler, Gibb & Associates, L.L.C. for tax compliance, tax advice and tax planning.

We do not use Sadler, Gibb & Associates, L.L.C. for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Sadler, Gibb & Associates, L.L.C. to provide compliance outsourcing services.

The board of directors has considered the nature and amount of fees billed by Sadler, Gibb & Associates, L.L.C. and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Sadler, Gibb & Associates, L.L.C.’s independence.

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PART  1V

Item 15.  Exhibits, Financial Statement Schedules
(a) Exhibits


   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
	By:	/S/  GEOFF WILLIAMS
		Chief Operating Officer
		Dated: March __, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/GEOFF WILLIAMS	Chief Operating Officer and director	April 13, 2016
Geoff Williams	Principal Executive Officer, Acting Principal Accounting Officer
/S/RACHEL WINN	Director	April 13, 2016
Rachel Winn

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