pscr_10q.htm

10-Q 1 pscr_10q.htm FORM 10-Q pscr_10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For Quarter Ended: June 30, 2017

Commission File Number 333-175146

PROTO SCRIPT PHARMACEUTICAL CORP.

(Exact name of registrant as specified in its charter)

Nevada		99-0363803
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

9830 6^th Street, Suite 103

Rancho Cucamonga, CA 91730

(Address of principal executive offices) (Zip Code)

(855) 476-7679

(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 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 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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

The number of shares of the registrant's only class of common stock issued and outstanding as of January 9, 2018 was 49,139,998 shares.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016	3

	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2017 and 2016	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2017 and 2016	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	20

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

Signatures		22

PROTO SCRIPT PHARMACEUTICAL CORP.
Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2017			2016
	(unaudited)
ASSETS

Current assets
Cash	$	-		$	3,507
Accounts receivable, net		104,130			140,000
Other current assets		12,345			1,139
Total current assets		116,475			144,646

Property and equipment, net		42,324			25,545
Other Long Term Assets		7,482			-
TOTAL ASSETS	$	166,281		$	170,191

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Bank overdraft	$	59,978		$	51,290
Accounts payable		159,596			157,490
Accrued liabilities		32,636			-
Accrued compensation		246,000			75,000
Payroll liabilities		37,361			21,406
Other payables		127,286			167,411
Due to related party		17,330			17,330
Convertible notes, net of debt discount of $150,594		177,906			-
Derivative liability		466,359			-
Total current liabilities		1,324,452			489,927

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock: authorized 100,000,000 shares,
$0.001 par, 1,500,000 and 0 issued and outstanding		1,500			-
Common stock: authorized 500,000,000 common shares,
$0.001 par, 49,139,998 and 344,139,998 issued and outstanding		49,140			344,140
Additional paid-in capital		7,246,439			6,952,939
Accumulated deficit		(8,455,250	)		(7,616,815	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,158,171	)		(319,736	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	166,281		$	170,191

The accompanying notes are an intergral part of these unaudited condensed consolidated financial statements.

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PROTO SCRIPT PHARMACEUTICAL CORP.
Condensed Consolidated Statement of Operations
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016


Sales, net	$	114,374		$	131,573		$	252,655		$	474,785

Cost of goods sold		84,299			56,641			115,239			85,362

Gross profit		30,075			74,932			137,416			389,423

Operating expenses
Selling, general and administrative		274,268			142,682			643,343			308,085
Total operating expenses		274,268			142,682			643,343			308,085

Operating loss		(244,193	)		(67,750	)		(505,927	)		81,338

Other income (expense)
Interest and financing costs		(118,979	)		-			(530,572	)		-
Change in fair value of derivative liability		30,605			-			198,064			-
Total other income (expense)		(88,374	)		-			(332,508	)		-

Net income (loss)	$	(332,567	)	$	(67,750	)	$	(838,435	)	$	81,338

Earnings (loss) per share - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	0.02

Weighted average common shares - basic and diluted	$	49,139,998		$	3,707,341		$	98,035,026		$	3,377,670

The accompanying notes are an intergral part of these unaudited condensed consolidated financial statements.

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PROTO SCRIPT PHARMACEUTICAL CORP.
Condensed Consolidated Statements of Cash Flows
(unaudited)

	Six Months Ended June 30,
	2017			2016

CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(838,435	)	$	81,338
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization expense		4,242			2,338
Allowance for doubtful accounts		(6,549	)		-
Amortization of debt discount		177,906			-
Change in fair value of derivative liability		(198,065	)		-
Financing costs		335,924			-
Changes in operating assets and liabilities:
Accounts receivable		42,419			(39,024	)
Other current assets		(18,688	)		(1,734	)
Accounts payable		2,106			(2,409	)
Accrued compensation		171,000			-
Accrued liabilities		32,636			956
Payroll liabilities		15,955			-
Other payables		(40,125	)		-
Net cash provided by operating activities		(319,674	)		41,465

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(21,021	)		-
Net cash used in investing activities		(21,021	)		-

CASH FLOW FROM FINANCING ACTIVITIES:
Cash overdraft		8,688			15,565
Distributions to stockholder		-			(59,592	)
Proceeds from convertible notes		328,500			-
Advances from non-related party		-			10,000
Net cash used in financing activities		337,188			(34,027	)

Net decrease in cash		(3,507	)		7,438
Cash at beginning of period		3,507			9,090
Cash at end of period	$	0		$	16,528

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of common stock to preferred stock		295,000
Debt discount for conversion feature of convertible note	$	328,500		$	-

The accompanying notes are an intergral part of these unaudited condensed consolidated financial statements.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

Proto Script Pharmaceutical Corp. (formerly Yanex Group, Inc.) (the “Company” or “Proto Script”) was incorporated under the laws of the State of Nevada on November 18, 2010. On October 13, 2016, the Company changed its name from Yanex Group, Inc. to Proto Script Pharmaceutical Corp.

Proto-Script Pharmaceuticals, Corp. (“PSPC”) was incorporated under the laws of the state of California on June 27, 2001 and currently operates as PSP Homecare (dba). PSPC has contracts with Medicare, Medi-Cal, IEHP and various other state and governmental insurance providers. These contracts provide PSPC the right to sell and repair durable medical equipment (“DME”). PSP bills the insurance providers for payment. PSPC’s primary business is to repair power wheelchairs and scooters which are classified as DME products and reimbursable by healthcare insurance providers.

Effective June 29, 2016, the Company and PSPC entered into a share exchange agreement whereby the Company acquired 100% of the issued and outstanding shares of common stock of PSPC, in exchange for 300,000,000 shares of the Company’s common stock. Upon completion of the transaction, the Company had an aggregate of 330,480,000 shares of common stock issued and outstanding. As a result of the share exchange agreement, PSPC is now a wholly owned subsidiary of the Company.

The exchange of shares with PSPC was accounted for as a reverse acquisition under the purchase method of accounting since the Company had no net monetary assets and PSPC obtained control of the Company. Accordingly, the merger of PSPC into the Company was recorded as a recapitalization of PSPC, PSPC being treated as the continuing entity. The historical financial statements presented are the financial statements of PSPC. The equity of PSPC is presented as the equity of the combined company and the capital stock account of PSPC is adjusted to reflect the par value of the outstanding and issued common stock of the legal acquirer (Proto Script) after giving effect to the number of shares issued in the share exchange agreement. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net liabilities of the legal acquirer, Proto Script, were $106,262.

The Company’s health care insurance contracts allow it the ability to service patients nationally. The Company is seeking to expand its market through additional contracts and open several repair facilities throughout the continental United States. Currently the Company has repair facilities in Las Vegas, Nevada, Rancho-Cucamonga, and Anaheim, California.

The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2016. The results of the six months ended June 30, 2017 and 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017 and 2016.

Stock Split

On October 13, 2016, the Company affected a 10 for 1 forward stock split. All share and per share information has been retroactively restated to reflect this forward stock split.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained net losses of $838,435 and $7,182,722 for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively and at June 30, 2017 and December 31, 2016 had a stockholders’ deficit of $1,158,171 and $319,736, respectively. The Company’s ability to continue as a going concern for the next twelve (12) months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management plans to raise equity capital to the Company as necessary to fund expenditures until the Company’s planned principal operations can generate sufficient cash flows to sustain operations. No assurance can be made that these efforts will be successful and sustain the Company for a reasonable period of time.

Note 2 – Summary of Significant Accounting Policies

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, PSPC, and PSPC’s wholly-owned subsidiary, Proto-Script Pharmaceuticals, Corp., a Nevada Corporation, and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions 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. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2017 and December 31, 2016, the Company did not have any cash equivalents.

Concentration of Risk

The Company maintains various bank accounts at financial institutions located in California and Nevada. Accounts at each bank are temporarily insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of June 30, 2017 and December 31, 2016, the Company had no uninsured cash balances. The Company experienced no losses from such accounts and management believes it places its cash on deposit with financial institutions that are financially stable.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Accounts Receivable

Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Bad debt expense (loss recovery) for the six months ended June 30, 2017 and 2016 was $(6,549) and $0, respectively.

Collectability

The Company is governed by Medicare standards and therefore agrees to accept the Medicare-approved amounts as the total payment for the service or item. The Company also agrees to bill Medicare and other suppliers directly on behalf of the patient.

We report patient accounts receivable net of estimated allowances for doubtful accounts and adjustments. Patient accounts receivable are uncollateralized and primarily consist of amounts due from Medicare, other third-party payers and patients. Our process for estimating the allowance for doubtful accounts is based upon our assessment of historical and expected net collections and trends in reimbursement.

Revenue Recognition

The Company’s revenue recognition policies comply with FASB ASC Topic 605, “Revenue Recognition.” The Company recognizes revenue when it provides the services, ships the products and bills its customers, insurance companies, and government agencies, and no other significant obligations of the Company exist and collectability is reasonably assured. The Company’s billings are subject to insurance company and government regulatory agency adjustments. The Company revises the amount of revenue recognized when the insurance company and government regulatory adjustments are known to the Company. No historical adjustments are used. The adjustments to the amounts the Company can bill are changed approximately every five years when the government asks companies to submit a new bid. There is approximately one year between the time the Company is notified of any price changes until the time the new amounts come into effect.

Inventory

The Company purchases inventory from third party vendors, which consists of wheelchairs and scooters. Inventory, when carried if at all, represents finished goods, which is stated at lower of cost or market. The Company periodically reviews the value of items held in inventory and provides for write-downs or write-offs based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. The Company generally purchases product when it has a firm sale or service order. At June 30, 2017 and December 31, 2016, the Company had no inventory on hand.

Long-Lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. As June 30, 2017 and December 31, 2016, there were no impairment losses recognized for long-lived assets.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed on the straight-line basis over 60 months, the estimated useful life.

Property and equipment consists of:

	June 30, 2017			December 31, 2016

Computers & Equipment	$	2,300		$	2,300
Furniture & Fixtures		18,686			13,810
Machinery & Equipment		20,575			4,430
Truck & Auto		18,282			18,282
Total		59,843			38,822
Less accumulated depreciation		(17,519	)		(13,277	)
Property and equipment, net	$	42,324		$	25,545

For the six months ended June 30, 2017 and 2016, the Company recognized $4,242 and $2,338 in depreciation expense, respectively.

Intangible assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involves significant judgment.

During 2012, the Company purchased a competitor patient list for $230,000. The purchase price consisted of a cash payment of $35,000 and an installment purchase obligation of $195,000. At December 31, 2013, the installment purchase obligation was paid in full. The Company amortized the patient list over its estimated useful life of 36 months. The patient list was fully amortized as of December 31, 2016.

During 2014, the Company purchased a competitor customer list for $10,000. Purchase price consisted of a cash payment of $10,000. The Company amortizes the customer list over its estimated useful life of 12 months.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Intangible assets consist of:

	June 30, 2017			December 31, 2016

Patient list	$	230,000		$	230,000
Customer list		10,000			10,000
Total		240,000			240,000
Less accumulated amortization		(240,000	)		(240,000	)
Intangible assets, net	$	-		$	-

For the six months ended June 30, 2017 and 2016, the Company recognized $0 and $0 in amortization expense, respectively.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2017, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

	·	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	·	Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

As of December 31, 2016, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value; however at June 30, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

	Fair Value		Fair Value Measurements at
	As of		June 30,
Description	June 30, 2017		2017 Using Fair Value Hierarchy
			Level 1		Level 2	Level 3
Conversion feature on convertible notes	$	466,359	$	-	$	$	466,359

Total	$	466,359	$	-	$	$	466,359

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements.

Prior to the transaction described in Note 1, PSPC was taxed as an S corporation for income tax purposes as provided for under §1362 of the Internal Revenue Code of 1986, as amended. Therefore, all income is required to be reported on the individual stockholder’s income tax returns. An S corporation is not a taxpaying entity for federal income tax purposes. Accordingly, no federal income tax expense has been recorded in the financial statements prior to June 29, 2016.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The only dilutive instruments outstanding in 2017 are the common shares underlying the conversion of the convertible notes and preferred A shares. The conversion price is 39%-40 % of the share price at the time of conversion, therefore, numbers of common stock issued at conversion cannot be calculated at this time. There were no potentially dilutive securities outstanding during 2016. Due to the net loss incurred during all the periods presented, any dilutive security would be anti-dilutive; therefore, basic and diluted loss per share are the same. As of June 30, 2017 the Company had 37,284,722 common stock equivalents that were not included in the calculation of dilutive earnings per share as there effect is anti-dilutive.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3 – Other Payables

The Company received funds from two non-related parties, in order to fund working capital expenses. In addition, a non-related party also has paid of professional fees on behalf of the Company. The amounts are unsecured and carry no interest rate or repayment terms. At June 30, 2017 and December 31, 2016, the amount outstanding was $127,286 and $167,411, respectively.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Note 4 - Convertible Notes

Convertible notes at June 30, 2017 and December 31, 2016 consist of the following:

	June 30,			December 31,
	2017			2016
Convertible note payable to Power Up Lending Group, Ltd dated January 31, 2017, interest accrues at 12% per annum; due on November 3, 2017. The note is convertible into shares of the Company's common stock at 60% of the average of the 3 lowest trading prices 10 days prior to conversion.	$	203,500		$	-
Convertible note payable to JSJ Investments, Inc. dated February 3, 2017, interest accrues at 12% per annum; due on November 3, 2017. The note is convertible into shares of the Company's common stock at 60% of the lowest trading price 20 days prior to conversion.		125,000			-
Total convertible notes payable		328,500			-
Unamortized debt discount		(150,594	)		-
Convertible notes payable	$	177,906		$	-

A roll-forward of the convertible note from December 31, 2016 to June 30, 2017 is below:

Convertible notes, December 31, 2016	$	-
Issued for cash		328,500
Debt discount related to new convertible notes		(328,500	)
Amortization of debt discounts		177,906
Convertible notes, June 30, 2017	$	177,906

Note 5 - Derivative Liability

The convertible notes payable discussed in Note 4 has a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature being recorded as a derivative liability.

The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

The Company uses a weighted average Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at June 30, 2017:

Stock price		$0.04
Risk free rate		1.03%
Volatility		194.27%
Conversion/ Exercise price		$0.018-0.0184
Dividend rate		0%
Term (years)		0.35

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

The following table represents the Company’s derivative liability activity for the three months ended June 30, 2017:

Derivative liability balance, December 31, 2016	$	-
Issuance of derivative liability during the period		664,424
Change in derivative liability during the period		(198,065	)
Derivative liability balance, March 31, 2017	$	466,359

Note 6 – Related Party Transactions

Loan to stockholder

During the year ended December 31, 2016, the Company made distributions to stockholder of $59,593.

The loan to stockholder balance at June 30, 2017 and December 31, 2016 was $0 and $0, respectively.

At June 30, 2017 and December 31, 2016, $117,000 and $45,000, respectively, of the accrued compensation was due to the Company’s CEO and majority stockholder.

Due to related party

At June 30, 2017 and December 31, 2016, $17,330 is due to a former director of the Company. The amount is unsecured, non-interest bearing and due on demand.

Note 7 – Stockholders’ Equity and Preferred Shares

On October 13, 2016, the Company affected a 10 for 1 forward stock split. All share and per share information has been retroactively restated to reflect this forward stock split.

On September 15, 2016, the Board of Directors of the corporation authorized the designation of 10,000,000 shares of the corporation’s preferred stock as series A Preferred Stock. Series A Preferred shares have no dividend rights and can be converted at a ratio of 1:20. The holders of shares of Series A Preferred Stock can vote on an as converted basis or twenty votes for each share of preferred owned. The preferred shares have liquidation preference over common shares, and have no redemption option.

On January 31, 2017, the company entered into a Share Exchange Agreement with its sole director, Michelle Rico to exchange 295,000,000 shares of common stock that she owns into 1,500,000 shares of Series A Preferred stock.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Notes to Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2017 and 2016

(unaudited)

Note 8 – Commitments and Contingencies

The Company leases its office/warehouse space from various third parties.

	·	Rancho Cucamonga, California - $2,700/month. Combined office and warehouse space of approximately 4,000 sq. ft. The lease has expired and the Company continues to lease the office and warehouse space on a month-to-month basis.

	·	Las Vegas, Nevada - Combined office and warehouse space of approximately 1,600 sq. ft. The lease term is from May 1, 2016 to April 30, 2019. The base rent per month is as follows: May 1, 2016 to April 30, 2017-$1,352 per month; May 1, 2017 to April 30, 2018 -$1,393 per month; May 1, 2018 to April 30, 2019 - $1,435 per month. Future minimum rental payments on this non-cancelable lease are approximately: 2017-$16,600; 2018 - $17,000; 2019-5,800.

	·	Anaheim, California - $1,222/month. Combined office and warehouse space of approximately 950 sq. ft. The lease has expired and the Company continues to lease the office and warehouse space on a month-to-month basis.

For the six months ended June 30, 2017 and 2016, the Company recognized $31,726 and $44,539, respectively, in rental or lease expense included in selling, general and administrative expense.

Litigation

The Company is subject to other potential liabilities under government regulations and various claims and legal actions that may be asserted. Matters may arise in the ordinary course and conduct of the Company’s business, as well as through its acquisition of certain intangible assets. Claim estimates that are probable and can be reasonably estimated are reflected as liabilities of the Company. The ultimate resolution of these matters is subject to many uncertainties. It is reasonably possible that matters, which may be asserted, could ultimately be decided unfavorably for the Company. During the six months ended June 30, 2017 and 2016, the Company did not face any new claims or litigation.

In November 2016, the company was sued by Independent Medical for amount owing to them of ($26,013). They subsequently garnished the company’s bank account for the same amount. Lawsuit was dropped.

In July 2017, Power Up Lending Group filed a suit against the Company for failing to file Form 10-K for the period ending December 31, 2016. The plaintiff was demanding immediate payment of $305,250 together with interest and default interest, plus legal costs. Since then the plaintiff has not moved the case forward. If the company files all delinquent reports with SEC, it is believed that this case will be dropped.

Note 9- Subsequent Events

Management has evaluated subsequent events through the date the financial statements were issued. There are no material subsequent events.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Quarterly Report.

Overview

Our primary source of revenue comes from the repair and rental of power wheelchairs and scooters. We deal with federal, state and private insurance providers such as Medicare, Medi-Cal, Nevada Care and Blue Cross among several others. We have very limited dealings with non-insured cash patients. We have tangible assets comprised of company delivery vehicles, loaner wheelchairs, office equipment and furniture. Inventory is purchased on an as needed basis, typically when patients/customers are approved for coverage by their insurance provider. Intangible assets comprise of its current patient list and working relationships with the various insurance providers who refer their clients to us for their repair and rental needs.

Results of Operations

Comparison of Results of Operations for the Six Months Ended June 30, 2017 and 2016

Sales

For the six months ended June 30, 2017, our net sales were $252,655 a decrease of $222,130 compared to net sales of $474,785 for the same period in 2016. The decrease in sales is due to competitive bidding process introduced by Medicare in 2016. This reduced the prices that we were getting in the previous years significantly. Medicare also cut their rates. To compensate we have hired an additional sales representative to increase our sales but we do not expect sales to reach previous levels for foreseeable future.

Cost of goods sold and gross profit

For the six months ended June 30, 2017, our cost of goods sold were $115,239 an increase of $29,877 compared to $85,362 for the same period in 2016. To service equipment in circulation, the Company purchases used equipment to be used as repair parts. In 2017, the Company has seen an increase in the market value of the used equipment thereby increasing costs.

For the six months ended June 30, 2017, our gross profit was $137,416 a decrease of $252,007 compared to $389,423 for the same period in 2016. The decrease is due to a decrease in sales as described above.

Operating expenses

For the six months ended June 30, 2017, our operating expenses were $643,343 an increase of $335,258 compared to $308,085 for the same period in 2016. The increase is due to increased compensation costs and professional fees.

Other expense

For the six months ended June 30, 2017, other expense was $332,507 compared to $0 for the same period in 2016. The increase in other expense is due to the financing cost of $335,924 and amortization of the debt discount, both associated with the issuance of convertible notes, offset, in part, by a change in derivative liability of $198,064 associated with the conversion feature embedded in the convertible notes.

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Net income (loss)

We generated a net loss of $838,435 for the six months ended June 30, 2017, compared to net income of $81,338 for the same period in 2016. This change in a result of the factors described above.

Comparison of Results of Operations for the Three Months Ended June 30, 2017 and 2016

Sales

For the three months ended June 30, 2017, our net sales were $114,374 a decrease of $17,199 compared to net sales of $131,573 for the same period in 2016. The decrease in sales is due to competitive bidding process introduced by Medicare in 2016. This reduced the prices that we were getting in the previous years significantly. Medicare also cut their rates. To compensate we have hired an additional sales representative to increase our sales but we do not expect sales to reach previous levels for foreseeable future.

Cost of goods sold and gross profit

For the three months ended June 30, 2017, our cost of goods sold were $84,299 an increase of $27,568 compared to $56,641 for the same period in 2016. To service equipment in circulation, the Company purchases used equipment to be used as repair parts. In 2017, the Company has seen an increase in the market value of the used equipment thereby increasing costs.

For the three months ended June 30, 2017, our gross profit was $30,075 a decrease of $44,857 compared to $74,932 for the same period in 2016. The decrease is due to a decrease in sales as described above.

Operating expenses

For the three months ended June 30, 2017, our operating expenses were $274,268 an increase of $131,586 compared to $142,682 for the same period in 2016. The increase is due to increased compensation costs and professional fees related to marketing and compliance.

Other expense

For the three months ended June 30, 2017, other expense was $88,374 compared to $0 for the same period in 2016. The increase in other expense is due to the financing cost of $118,979 and amortization of the debt discount, both associated with the issuance of convertible notes, offset, in part, by a change in derivative liability of $30,605 associated with the conversion feature embedded in the convertible notes.

Net income (loss)

We generated a net loss of $332,567 for the three months ended June 30, 2017, compared to a net loss of $67,750 for the same period in 2016. This change in a result of the factors described above.

Liquidity and Capital Resources

As of June 30, 2017, we had $0 cash.

At June 30, 2017, we had current assets of $116,475 and current liabilities of $1,324,452 resulting in a working capital deficit of $1,207,977. At December 31, 2016, we had current assets of $144,646 and current liabilities of $489,927 resulting in a working capital deficit of $345,281. The change in working capital is principally a result of the convertible notes and the derivative liability associated with the embedded conversion feature in the convertible notes.

Net cash used in operating activities was $319,674 during the six months ended June 30, 2017, compared to net cash provided by operating activities of $41,465 during the six months ended June 30, 2016. The decrease is principally due to the increased net loss and changes in operating assets and liabilities.

Cash flows used in investing activities were $21,021 during the six months ended June 30, 2017 compared to $0 during the six months ended June 30, 2016. The increase in cash used in investing activities is due to the purchases of property and equipment.

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Cash flows provided by financing activities were $337,188 during the six months ended June 30, 2017 compared to cash used in financing activities of $34,027 during the six months ended June 30, 2016. The increase in cash from financing activities is due to proceeds from the issuance of convertible notes.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of June 30, 2017, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Use of Estimates

Accounts Receivable

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Collectability

Revenue Recognition

The Company’s revenue recognition policies comply with FASB ASC Topic 605, “Revenue Recognition.” The Company recognizes revenue when it provides the services, ships the products and bills its customers, insurance companies, and government agencies, and no other significant obligations of the Company exist and collectability is reasonably assured. The Company’s billings are subject to insurance company and government regulatory agency adjustments. The Company revises the amount of revenue recognized when the insurance company and government regulatory adjustments are known to the Company. The adjustments to the amounts the Company can bill are changed approximately every five years when the government asks companies to submit a new bid. There is approximately one year between the time the Company is notified of any price changes until the time the new amounts come into effect.

Long-Lived Assets

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Income Taxes

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures.

As of June 30, 2017, the Company's Chief Executive Officer and Chief Financial Officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in internal controls.

During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION

31.1		Certification pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on January 17, 2018.

		PROTO SCRIPT PHARMACEUTICAL CORP.


	By:	/s/ Michelle Rico
		Michelle Rico , Principal Executive Officer

	By:	/s/ Michelle Rico
		Michelle Rico , Principal Financial Officer and Principal Accounting Officer