UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended March 31, 2016
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| 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)
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Nevada | 27-1877179 |
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer Identification No.) |
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
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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.
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Class | Outstanding as of May 19, 2016 |
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Common Stock, $0.005 par value | 1,111,460 |
TABLE OF CONTENTS
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Heading | | | | Page |
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| | PART I— FINANCIAL INFORMATION | | |
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Item 1. | | Unaudited Financial Statements | | 3 |
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Item 2. | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | 9 |
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Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | 11 |
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Item 4. | | Controls and Procedures | | 11 |
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| | PART II— OTHER INFORMATION | | |
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Item 1. | | Legal Proceedings | | 12 |
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Item 1A. | | Risk Factors | | 12 |
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Item 2 | | Unregistered Sales of Equity Securities and Use of Proceeds | | 12 |
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Item 3. | | Defaults Upon Senior Securities | | 12 |
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Item 4. | | Mine Safety Disclosures | | 12 |
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Item 5. | | Other Information | | 12 |
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Item 6. | | Exhibits | | 12 |
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| | Signatures | | 13 |
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PART I — FINANCIAL INFORMATION
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Item 1. | Financial Statements |
The accompanying unaudited balance sheet of Protect Pharmaceutical Corporation at March 31, 2016 and related unaudited statements of operations and cash flows for the three months ended March 31, 2016 and 2015, 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 audited financial statements and notes thereto included in the company’s December 31, 2015 Form 10-K Annual Report. Operating results for the period ended March 31, 2016, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2016 or any other subsequent period.
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PROTECT PHARMACEUTICAL CORPORATION
Notes to Condensed Financial Statements
March 31, 2016
(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, 2016, 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, 2015 audited financial statements. The results of operations for the periods ended March 31, 2016 and 2015 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 does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic (Loss) per Common Share
Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2016.
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PROTECT PHARMACEUTICAL CORPORATION
Notes to Condensed Financial Statements
March 31, 2016
(Unaudited)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – RELATED-PARTY TRANSACTIONS
The Company has recorded advances from related parties and expenses paid by related parties on behalf of the Company as related party payables. As of March 31, 2016 and December 31, 2015, respectively, the related party payable outstanding balance totaled $32,899 and $30,798, respectively. These payables are non-interest bearing, unsecured, and are due on demand.
Contributed Capital
During the three months ended March 31, 2016 and 2015, a related-party has contributed various administrative services to the Company. These services have been valued at $1,500 for the three month periods then ended.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations
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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.
Results of Operations
Three Months Ended March 31, 2016 and 2015
The company did not realize revenues for the three-month periods ended March 31, 2016 and 2015. For the three months ended March 31, 2016 (“first quarter”), total operating expenses were $3,672, consisting of $2,080 in professional fees, $1,500 in executive compensation and $92 in general and administrative expenses. Total operating expenses for the comparable 2015 period were $5,582, consisting of $3,938 in professional fees, $1,500 in executive compensation and $144 in general and administrative expenses. The decrease in operating expenses during the first quarter of 2016 was due primarily to the decrease in professional fees related to ongoing reporting obligations with the SEC. The net loss for the first quarter of 2016 was $3,672 ($0.00 per share), compared to net loss of $5,582 ($0.00 per share) for the first quarter of 2015.
Liquidity and Capital Resources
Total assets at March 31, 2016 were $15 in cash, compared to $7 in cash at December 31, 2015. Total liabilities at March 31, 2016 were $102,634, consisting of $69,735 in accounts payable and accrued expenses, and $32,899 in related-party payables. At December 31, 2015, total liabilities were $100,454, consisting of $69,656 in accounts payable and accrued expenses, and $30,798 in related-party payables.
Because we currently have no revenues and limited available cash, for the immediate future we believe we will have to rely on potential advances from stockholders to continue to implement our business activities. There is no assurance that our stockholders will continue indefinitely to provide additional funds or pay our expenses. It is likely the only other source of funding future operations will be through the private sale of our securities, either equity or debt.
At March 31, 2016, we had stockholders’ deficit of $102,619 compared to stockholders’ deficit of $100,447 at December 31, 2015. The increased deficit is primarily due to the net loss of $3,676 and the increase in related party payables during first quarter of 2016.
Plan of Operation
Following the sale of patents, patent applications and technologies in 2011, we have endeavored to explore possible plans for the remaining patents and new generation drug delivery technologies acquired in 2010. However, without adequate personnel with the requisite scientific expertise, we found it difficult to further develop the technologies and endeavored to explore alternative business ventures. Following the acquisition of certain mining and mineral claims and leases in September 2014, we have directed our focus on the initial exploration of the acquired properties to determine whether there is commercial
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potential. We are now in the process of developing a definitive plan for the initial exploration of our claims.
We are classified or considered an exploration stage mining company, which 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 have no known mineral reserves on our properties and our proposed preliminary studies of the claims is intended to be exploratory in nature.
Our current plan is to finalize and initiate an exploration program, to identify our objectives and anticipated growth for the next 12 months, and identify our cash requirements to fulfill our business objectives. We will need to raise additional funds during the next 12 months to complete our exploration commitments and to pay for general business and operating expenses. We estimate 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 we are able to complete an 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 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.
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.
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
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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, 2016, 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 2016. 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 2016 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.
Mine Safety Disclosures
This Item is not applicable.
Item 5. Other Information
This Item is not applicable.
Item 6. Exhibits
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| Exhibit 31.1 | | Certification of C.E.O. and Acting Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.1 | | Certification of C.E.O. and Acting Principal Accounting Officer 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.
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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.
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| Protect Pharmaceutical Corporation
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Date: May 23, 2016 | By: | /S/GEOFF WILLIAMS |
| | Geoff Williams |
| | President, C.E.O. and Director Acting Principal Accounting Officer |
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