10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarter Ended March 31, 2012

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

For the transition period from  _______ to _______

Commission File Number  000-54001

PROTECT PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)

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

759 Bloomfield Avenue, Suite 411, West Caldwell, New Jersey 07006

(Address of principal executive offices)

(973) 568-1617

(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  ¨

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Class	Outstanding as of May 28, 2013
Common Stock, $0.005 par value	44,573,012

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TABLE OF CONTENTS

Heading		Page
	PART  I— FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4(T).	Controls and Procedures	12
	PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	(Removed and Reserved)	12
Item 5.	Other Information	12
Item 6.	Exhibits	14
	Signatures	14

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PART  I   —   FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying unaudited balance sheets of Protect Pharmaceutical Corporation at March 31, 2012 and related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three months ended March 31, 2012, have been prepared by management in conformity with United States generally accepted accounting principles.   In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  We suggest that these financial statements be read in conjunction with the financial statements and notes thereto included in the December 31, 2011 audited financial statements included in our registration statement on Form 10.  Operating results for the period ended March 31, 2012, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2012 or any other subsequent period.

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PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
			March 31,		December 31,
			2012		2011
			(unaudited)
CURRENT ASSETS
	Cash			-		22,171
	Prepaid Expenses		$	304,167	$	491,667
		Total Current Assets		304,167		513,838
		TOTAL ASSETS	$	304,167	$	513,838
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	69,518	$	60,985
	Accounts payable - related parties			8,334		4,507
	Other accrued expenses			486,826		477,237
		Total Current Liabilities		564,678		542,729
		TOTAL LIABILITIES		564,678		542,729
STOCKHOLDERS' DEFICIT
	Preferred stock; 10,000,000 shares authorized,
	at $0.001 par value, no shares issued or outstanding			-		-
	Common stock; 100,000,000 shares authorized,
	at $0.005 par value, 44,573,012 and 44,573,012
	shares issued and outstanding, respectively			222,865		222,865
	Additional paid-in capital			8,342,980		8,342,980
	Deficit accumulated during the development stage			(8,826,356)		(8,594,736)
		Total Stockholders' Deficit		(260,511)		(28,891)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	304,167	$	513,838
The accompanying notes are an integral part of these financial statements.

4

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Condensed Unaudited Statements of Operations
						From Inception
						on August 5,
		For the Three Months Ended				1987 Through
		March 31,				March 31,
		2012		2011		2012
REVENUES		$	-	$	-	$	-
EXPENSES
	Research and development		-		123,192		1,353,540
	Professional Fees		195,167		-		1,163,532
	Executive compensation		19,726		68,904		5,882,730
	General and administrative		16,727		19,643		447,713
LOSS FROM OPERATIONS			(231,620)		(211,739)		(8,847,515)
OTHER INCOME
	Gain on sale of patents				640,000		640,000
LOSS BEFORE DISCONTINUED OPERATIONS			(231,620)		428,261		(8,207,515)
LOSS FROM DISCONTINUED OPERATIONS			-		-		(4,340,551)
	Income Taxes		-		-		-
NET LOSS		$	(231,620)	$	428,261	$	(12,548,066)
BASIC AND DILUTED LOSS PER SHARE OF
	COMMON STOCK	$	(0.01)	$	0.01
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			44,573,012		43,368,012
The accompanying notes are an integral part of these financial statements.

5

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Condensed Unaudited Statements of Cash Flows
							From Inception
							on August 5,
			For the Three Months Ended				1987 Through
			March 31,				March 31,
			2012		2011		2012
OPERATING ACTIVITIES
	Net loss		$	(231,620)	$	428,261	$	(12,548,066)
Adjustments to reconcile loss
to cash flows from operating activities
	Common stock issued for services			-		-		9,904,653
	Common stock issued for research and
	development costs			-		-		1,250,000
	Loss from disposition of subsidiary			-		-		564,300
	Expenses paid on behalf of the Company			-		-		65,620
Changes in operating assets and liabilities
	Prepaid expenses			187,500		-		187,500
	Accounts payable and accrued expenses			8,533		(7,507)		69,518
	Account payable - related parties			3,827		(149,750)		152,096
	Other accrued expenses			9,589		27,237		486,826
		Net Cash Used
		in Operating Activities		(22,171)		298,241		132,447
FINANCING ACTIVITIES
	Capital contributed by officer			-		-		13,046
	Repayment of related party payable			-		-		(145,493)
		Net Cash Used
		in Financing Activities		-		-		(132,447)
NET INCREASE IN CASH				(22,171)		298,241		-
CASH AT BEGINNING OF PERIOD				22,171		-		-
CASH AT END OF PERIOD			$	-	$	298,241	$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
	NON-CASH FINANCING ACTIVITIES:
		Common stock issued for prepaid services	$	-	$	-	$	750,000
The accompanying notes are an integral part of these financial statements.

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PROTECT PHARMACEUTICAL CORPORATION

(A Development Stage Company)

Condensed Notes to Unaudited Financial Statements

March 31, 2012 and December 31, 2011

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, 2012, 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, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 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.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

NOTE 4 – ACCOUNTS PAYABLE-RELATED PARTY

The Company owed trade accounts payable to a related party in the amount of $8,334, and $4,507, as of March 31, 2012, and December 31, 2011, respectively.

NOTE 5 – SALE OF PATENTS

On January 31, 2011, Protect Pharmaceutical Corporation (the “Company”) finalized and closed a Patent Purchase Agreement (the “Agreement”) with Grünenthal GmbH (“Grünenthal”), a company organized

under the laws of Germany.  Pursuant to the terms of the Agreement, the Company sold to Grünenthal all of the Company’s rights title and interest in and to certain inventions described and claimed in certain patents and patent applications (collectively “the Patents”), including without limitation, all extensions, continuations, provisions, derivatives and related applications thereof.  The Patents relate to Opioid Formulations and Methods of treating acute and chronic pain.

In exchange for the Patents, Grünenthal paid the Company $1,600,000. The Company originally acquired the subject Patents sold to Grünenthal, together with other inventions and patents, in February 2010 pursuant to a Patent Acquisition Agreement with Nectid, Inc. (“Nectid”), a privately held New Jersey company.  Under the terms of the Patent Acquisition Agreement and Addendum, the Company agreed that in the event the Company sold out right any of the patents acquired from Nectid without first undertaking any development of the patents, the proceeds from

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PROTECT PHARMACEUTICAL CORPORATION

(A Development Stage Company)

Condensed Notes to Unaudited Financial Statements

March 31, 2012 and December 31, 2011

NOTE 5 – SALE OF PATENTS (CONTINUED)

such sale would be divided, 60% to Nectid and 40% to the Company.  Accordingly, the Company realized 40%, or $640,000 from the proceeds of the sale and the balance will be paid to Nectid.  The Company retains all other inventions, patents and technologies initially acquired from Nectid.

The Company’s Chief Operating Officer and director is the inventor of all the Patents and is also a principal and former President of Nectid.  The director was not affiliated with the Company at the time the Patents were initially acquired from Nectid in February 2010.  Although Nectid was not a party to the Agreement with Grünenthal, it will benefit pursuant to the terms of its Patent Acquisition Agreement and Addendum with the Company.

NOTE 6 - STOCK PURCHASE AGREEMENT

On June 17, 2011, Protect Pharmaceutical Corporation finalized the execution of an Investment Agreement with Kodiak Capital Group, LLC, a Delaware limited liability company. The Agreement provides the Company with an equity line whereby the Company can sell to Kodiak, from time-to-time, shares of the Company’s common stock up to an aggregate value of $10 million dollars over a two-year period. As part of the agreement, the Company will file with the SEC a registration statement under the Securities Act of 1933 to register the common stock that may be sold to Kodiak pursuant to the Agreement.

Under the terms of the Agreement, The Company has the right to deliver to Kodiak a “put notice” stating the dollar amount of common shares we intend to sell to Kodiak, up to $250,000. The amount that the Company is entitled to sell to Kodiak under any single put notice will be equal to, at Kodiak's election, either: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three trading days prior to the put notice, multiplied by the average of the three daily closing bid prices immediately preceding the put notice date; or (ii) up to $250,000.

The Company cannot submit a new put notice until after the closing of the previous notice. The purchase price for the shares pursuant to the put notice will be equal to 92% of the lowest closing best bid price of the common stock during the five trading days after the put notice is delivered. The shares must be paid for and share certificates delivered within the “pricing period,” which is seven days from the date the put notice is delivered.

The Company has the option to specify a floor price for any put notice. In the event our shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price.

The Company has agreed to pay to Kodiak an initial fee of 150,000 shares of common stock following execution of the Agreement. Also, the Company has agreed to pay Kodiak a commitment fee equal to 3% of the total amount of the commitment, payable as follows: (i) 25% on the first closing of a put notice; (ii) 25% on the second closing, (iii) 25% on the third closing; and (iv) 25% on the fourth closing or eight months from execution of the Agreement. The commitment fee is payable in Company common stock.

In connection with the Agreement, we entered into a Registration Rights Agreement with Kodiak, whereby the Company agreed to register with the SEC the shares to be issued pursuant to the Agreement. The Company must prepare and file within 90 days from the date of the Agreement, a registration statement under the Securities Act of 1933.

The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement for general corporate and working capital purposes and acquisitions of assets, businesses or operations, or for other purposes that the board of directors deems to be in the best interest of the Company.

8

PROTECT PHARMACEUTICAL CORPORATION

(A Development Stage Company)

Condensed Notes to Unaudited Financial Statements

March 31, 2012 and December 31, 2011

NOTE 8 – COMMON STOCK

On June 20, 2011, the Company received written consent from its majority stockholders to amend the Company’s articles of incorporation to change the authorized capitalization. The board of directors previously approved the resolution to increase the number of authorized common stock from 50,000,000 to 100,000,000 shares and to authorize 10,000,000 shares of “blank check” preferred shares.

The newly authorized preferred shares may be issued from time to time in one or more series in the discretion of the board of directors. The board will have the authority to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.

The Company will file with the SEC and information statement pursuant to Schedule 14C announcing the action to amend our articles of incorporation by written consent. We anticipate the information statement will be mailed to stockholders on or about July 7, 2011. The Company anticipates a certificate of amendment related to the change in capitalization will be filed with the State of Nevada with an effective date on or about July 29, 2011.  

On April 11, 2011, the Board of Directors appointed a new Chief Financial Officer, effective immediately and for a term of twelve months.  The Company issued 60,000 shares of its common stock at $1.05 per share to the officer as compensation for his services for an aggregate value of $63,000.  On the same date, the Company also issued 85,000

shares of its common stock at $1.05 per share to two consultants as compensation for professional services for an aggregate value of $89,250.

On June 17, 2011, the Company issued 150,000 shares of common stock at $1.01 per share to a consultant for services rendered. The cost of the shares was valued at the trading price on the issuance date of $1.01 per share for an aggregate value of $151,500.

On August 29, 2011 the Company issued 125,000 shares of its common stock to board members as compensation. The cost of the shares was valued at the trading price on the issuance date of $1.00 per share for an aggregate value of $125,000.

On August 29, 2011 the Company issued 750,000 shares of common stock pursuant to a consulting agreement. The cost of services was valued at the trading price of the shares on the issuance date of $1.00 per share for an aggregate value of $750,000. This amount was amortized as appropriate for 2011, with the balance recorded as a prepaid asset as of December 31, 2011.

NOTE 9 – 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

The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Forward-Looking and Cautionary Statements

This report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC.  Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

We are considered a development stage company with limited capital and no current revenues.  We do not expect to realize revenues until we are successful in developing, achieving approval and marketing one or more of our drug delivery technologies or solutions.  We anticipate that in the near term, ongoing expenses, including the costs associated with the preparation and filing of requisite reports with the SEC, will be paid for by advances from stockholders or from the private sale of securities, either debt or equity.  However, there is no assurance that we will be able to realize such funds on terms favorable to us, or at all.

Results of Operations

Three Months Ended March 31, 2012 and 2011

We did not realize revenues for the three-month periods ended March 31, 2012 and 2011.   During the three-month periods ended March 31, 2012 and 2011 we had other income resulting from a gain on sale of patents of $-0- and $640,000, respectively. During the three months ended March 31, 2012 (“first quarter”), we recorded total expenses of $231620, consisting of $19,726 in executive compensation, $195,167 in professional fees,  $16,727 in general and administrative expenses, and $-0- in research and development expenses.  In the comparable period of 2011 we recorded expenses totaling $211,739, consisting of $69,904 in executive compensation, $-0- in professional fees, $19,643 in general and administrative expenses and $123,192 in research and development expenses.  These factors resulted in a net loss for the first quarter of 2012 in the amount of $231,620 ($0.01 per share), compared to net income of $428,261 ($0.01 per share) for the three months ended March 31, 2011.

Liquidity and Capital Resources

Total assets at March 31, 2012 were $304,167 which consisted of $-0- in cash and $304,167 in prepaid expenses, compared to $-22,171- in cash and $491,667 in prepaid expenses at December 31, 2011.  Total liabilities at March 31, 2012 were $564,678, consisting primarily of $486,826 in accrued officer salaries and accounts payable of $69,518.  At December 31, 2011, total liabilities were $542,729, consisting primarily of $60,895 in accounts payable and $477,237 in accrued officer salaries.

Because we currently have no revenues, for the immediate future we will have to rely on our existing cash reserves to continue to implement our business activities.   It is likely the only source of funding our future operations will be through the private sale of our securities, either equity or debt.  

At March 31, 2012, we had stockholders’ deficit of $260,511 compared to a stockholders’ deficit of $28,891 at December 31, 2011.  The increased deficit is primarily due to the net loss of $231,620 during the three months ended March 31, 2012.

10

Plan of Operation

We are developing new generation drug delivery technologies that we believe will enable products with improved clinical benefits.  We believe our drugs will offer enhanced pain relief and reduced tolerance/physical dependence, reduced addiction potential and side effects compared to existing neuropathic and fibromyalgia drugs and opioid painkillers.  We intend to conduct our research and development through collaborative programs. We anticipate relying on arrangements with third party drug developers such as contract research organizations and clinical research sites for a significant portion of our product development efforts.

We expect to incur significant operating losses for the next several years and until we are able to formulate a commercially viable product.  We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:

●      continue to undertake formulation of novel products and subsequent preclinical and clinical trials for our product candidates;

●      seek regulatory approvals for our product candidates;

●      develop, formulate, manufacture and commercialize our drugs;

●      implement additional internal systems and develop new infrastructure;

●      acquire or in-license additional products or technologies, or expand the use of our technology;

●      maintain, defend and expand the scope of our intellectual property; and

●      hire additional personnel.

Future product revenue will depend on our ability to receive regulatory approvals for, and successfully market, our product candidates. In the event that our development efforts result in regulatory approval and successful commercialization of our product candidates, we will generate revenue from direct sales of our products and/or, if we license our products to future collaborators, from the receipt of license fees and royalties from licensed products.

Management estimates that our research and development expenses for the next 12 months will be approximately $2.5 million, primarily for research and pilot studies.  We also estimate that other expenses, including personnel, general and administrative and miscellaneous expenses could be as much as $1.5 million during the same time period.  Because we currently have no revenues, most likely the only source of funding these expenses will be through he private sale of our securities, either equity or debt.   If we are unable to secure the necessary funding, our research and development plans will be delayed indefinitely.  There can be no assurance that we will be able to raise the funds necessary to carry out our business plan on terms favorable to the company, or at all.

 Net Operating Loss

We have accumulated approximately $453,415 of net operating loss carryforwards as of December 31, 2011.  This loss carry forward may be offset against taxable income and income taxes in future years and expires starting in the year 2012 through 2032.  The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards.  In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used.  No tax benefit has been reported in the financial statements for fiscal years ended December 31, 2012 and 2011 or the three months ended March 31, 2012, because it has been fully offset by a valuation reserve.  The use of future tax benefit is undeterminable because we have not started full operations.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.  Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

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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(T).              Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.  Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives.  Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.  Based on the evaluation described above, management, including our principal executive officer and principal accounting officer, has concluded that, as of March 31, 2012, 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 2012. 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 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART  II   —   OTHER INFORMATION

Item 1.           Legal Proceedings

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

Item 1A.        Risk Factors

This item is not required for a smaller reporting company.

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

This Item is not applicable.

Item 3.           Defaults Upon Senior Securities

This Item is not applicable.

Item 4.           (Removed and Reserved)

Item 5.           Other Information

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On April 11, 2011, our current director Ramesha Sesha assumed the additional positions of Chief Executive Officer, Chief Scientific Officer and Chairman of the Board.  On January 24, 2012, Ramesha Sesha tendered his resignation as a director, Chief Executive Officer, Chief Operating Officer, Chief Scientific Officer, Chairman of the Board and Secretary.  Mr. Sesha served as a director and Chief Operating Officer and Secretary since March 2010 and assumed the addition offices of Chief Executive Officer, Chief Scientific Officer and Chairman of the Board in April 2011.  Mr. Sesha’s resignation was for personal reasons and was effective immediately.  At the time of his resignation, there were no disagreements between Mr. Sesha and the company on any matter relating to the company's operations, policies or practices.

On February 14, 2012, the Board of Directors appointed Geoff Williams and Nancy Ah Chong to become and serve as new directors, effective immediately.  Both Mr. Williams and Ms. Ah Chong previously served on the company’s Board until 2007.

Mr. Williams was also appointed to serve as the company’s Chief Executive Officer, President and Treasurer.  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.

Ms. Ah Chong was also appointed to serve as the company’s Secretary.  From August 2004 to the present, she has been an office manager for Williams Investment Company.  Previously, Mrs. Ah Chong was an administrative assistant for Forsgren Associates in Salt Lake City from March 2004 to August 2004.  She has also worked as a customer service representative for Overstock.com from November 2003 to January 2004 and O’Currance from February 2001 to November 2003, and as a marketing and travel coordinator for MGIS from February 2000 to August 2001. Mrs. Ah Chong attended and graduated from the Omaha Institute of Art and Design in Omaha, Nebraska.

On April 11, 2011, the Board of Directors appointed Keith Elison to become and serve as our Chief Financial Officer, effective immediately and for a term of twelve months.  We have issued 60,000 shares of our common stock to Mr. Elison as compensation for his services.

On February 14, 2012, Keith Elison tendered his resignation as a director.  He was originally appointed a director on January 24, 2012.  Mr. Elison’s resignation was for personal reasons and was effective immediately.  At the time of his resignation, there were no disagreements between Mr. Elison and the company on any matter relating to the company's operations, policies or practices.  Mr. Elison retains his position as the company’s Chief Financial Officer, which he has held since April 2011.  Mr. Elison has more than twelve years of experience in public company accounting and SEC compliance and reporting issues.

On August 2, 2011, Dipak Chattaraj was appointed to the company’s board of directors. Mr. Chattaraj was formerly the chairman of Ranbaxy USA, a global generic pharmaceutical company.  Mr. Chattaraj joined Ranbaxy in 1991and in 1996 he assumed responsibility for Ranbaxy’s U.S. operations.  He recently retired as Ranbaxy’s President, Corporate Development.  Mr. Chattaraj, who holds a Masters degree in Economics.

On June 20, 2011, stockholders owning a majority of our outstanding shares consented in writing in lieu of a stockholders’ meeting, 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 amendment became effective on July 29, 2011.

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Item 6.           Exhibits

Exhibit 31.1	Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Exhibit 32.2 Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101*

Interactive Data File

*

In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

SIGNATURES

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

	PROTECT PHARMACEUTICAL CORPORATION
Date:  MAY 31, 2013	By:	/S/ Geoff Williams
		President, C.E.O. and Director
Date:  MAY 31, 2013	By:	/S/ KEITH ELISON                                                            .
		Keith Elison
		C.F.O., Chief Accounting Officer

14

EX-31

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Geoff Williams, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Protect Pharmaceutical Corporation;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:     MAY 31, 2013

/S/ Geoff Williams

Geoff Williams

Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith M Elison, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Protect Pharmaceutical Corporation;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:     May 31, 2013

/S/ KEITH M ELISON

Keith M Elison

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Protect Pharmaceutical Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Geoff Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)            The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Geoff Williams

Geoff Williams

Chief Executive Officer

MAY 31, 2013

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.  The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Protect Pharmaceutical Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith M Elison, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)            The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ KEITH M ELISON

Keith M Elison

Chief Financial Officer

Chief Accounting Officer

May 31, 2013

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.  The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

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Note 5 - Sale of Patents	3 Months Ended
	Mar. 31, 2012
Notes
Note 5 - Sale of Patents	NOTE 5 – SALE OF PATENTS On January 31, 2011, Protect Pharmaceutical Corporation (the “Company”) finalized and closed a Patent Purchase Agreement (the “Agreement”) with Grünenthal GmbH (“Grünenthal”), a company organized under the laws of Germany.  Pursuant to the terms of the Agreement, the Company sold to Grünenthal all of the Company’s rights title and interest in and to certain inventions described and claimed in certain patents and patent applications (collectively “the Patents”), including without limitation, all extensions, continuations, provisions, derivatives and related applications thereof.  The Patents relate to Opioid Formulations and Methods of treating acute and chronic pain. In exchange for the Patents, Grünenthal paid the Company $1,600,000. The Company originally acquired the subject Patents sold to Grünenthal, together with other inventions and patents, in February 2010 pursuant to a Patent Acquisition Agreement with Nectid, Inc. (“Nectid”), a privately held New Jersey company.  Under the terms of the Patent Acquisition Agreement and Addendum, the Company agreed that in the event the Company sold out right any of the patents acquired from Nectid without first undertaking any development of the patents, the proceeds from such sale would be divided, 60% to Nectid and 40% to the Company.  Accordingly, the Company realized 40%, or $640,000 from the proceeds of the sale and the balance will be paid to Nectid.  The Company retains all other inventions, patents and technologies initially acquired from Nectid. The Company’s Chief Operating Officer and director is the inventor of all the Patents and is also a principal and former President of Nectid.  The director was not affiliated with the Company at the time the Patents were initially acquired from Nectid in February 2010.  Although Nectid was not a party to the Agreement with Grünenthal, it will benefit pursuant to the terms of its Patent Acquisition Agreement and Addendum with the Company.

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Note 4 - Accounts Payable-related Party	3 Months Ended
	Mar. 31, 2012
Notes
Note 4 - Accounts Payable-related Party	NOTE 4 – ACCOUNTS PAYABLE-RELATED PARTY The Company owed trade accounts payable to a related party in the amount of $8,334, and $4,507, as of March 31, 2012, and December 31, 2011, respectively.

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Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011
ASSETS
Cash		$ 22,171
Prepaid Expenses	304,167	491,667
Total Current Assets	304,167	513,838
TOTAL ASSETS	304,167	513,838
Accounts payable and accrued expenses	69,518	60,985	(7,507)
Accounts payable - related parties	8,334	4,507
Other accrued expenses	486,826	477,237	27,237
Total Current Liabilities	564,678	542,729
TOTAL LIABILITIES	564,678	542,729
Common stock; 100,000,000 shares authorized, at $0.005 par value, 44,573,012 and 44,573,012 shares issued and outstanding, respectively	222,865	222,865
Additional paid-in capital	8,342,980	8,342,980
Deficit accumulated during the development stage	(8,826,356)	(8,594,736)
Total Stockholders' Deficit	(260,511)	(28,891)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 304,167	$ 513,838

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Note 2 - Going Concern	3 Months Ended
	Mar. 31, 2012
Notes
Note 2 - Going Concern	NOTE 2 - GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  It is the intent of the Company to seek a merger with an existing, operating company.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses

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Note 3 - Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Notes

Note 3 - Significant Accounting Policies

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

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Condensed Unaudited Statements of Operations (USD $)	3 Months Ended		293 Months Ended	296 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Mar. 31, 2012
REVENUES
Research and development		$ 123,192	$ 1,353,540	$ 1,353,540
Professional Fees	195,167		968,365	1,163,532
Executive compensation	19,726	68,904	5,863,004	5,882,730
General and administrative	16,727	19,643	430,986	447,713
LOSS FROM OPERATIONS	(231,620)	(211,739)	(8,615,895)	(8,847,515)
Gain on sale of patents	640,000	640,000		640,000
LOSS BEFORE DISCONTINUED OPERATIONS	(231,620)	428,261	(7,975,895)	(8,207,515)
LOSS FROM DISCONTINUED OPERATIONS			(4,340,551)	(4,340,551)
NET (INCOME) LOSS	$ (231,620)	$ 428,261	$ (12,316,446)	$ (12,548,066)
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK	$ (0.01)	$ 0.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	44,573,012	43,368,012

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012
Document and Entity Information:
Entity Registrant Name	PROTECT PHARMACEUTICAL Corp
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001493526
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Common Stock, Shares Outstanding	44,573,012

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Condensed Unaudited Statements of Cash Flows (USD $)	3 Months Ended		296 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
OPERATING ACTIVITIES
Net loss	$ (231,620)	$ 428,261	$ (12,548,066)
Common stock issued for services	9,904,653		9,904,653
Common stock issued for research and development costs			1,250,000
Loss from disposition of subsidiary			564,300
Expenses paid on behalf of the Company			65,620
Change in prepaid expenses	187,500		187,500
Change in accounts payable and accrued expenses	8,533	(7,507)	69,518
Change in account payable - related parties	3,827	(149,750)	152,096
Change in other accrued expenses	9,589	27,237	486,826
Net Cash Used in Operating Activities	(22,171)	298,241	132,447
Capital contributed by officer			13,046
Repayment of related party payable			(145,493)
Net Cash Used in Financing Activities			(132,447)
NET INCREASE IN CASH	(22,171)	298,241	22,171
CASH AT BEGINNING OF PERIOD	22,171
CASH AT END OF PERIOD	22,171	298,241	22,171
Common stock issued for prepaid services			$ 750,000

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Note 9 - Subsequent Events

3 Months Ended

Mar. 31, 2012

Notes

Note 9 - Subsequent Events

NOTE 9 – 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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Note 8 - Common Stock

3 Months Ended

Mar. 31, 2012

Notes

Note 8 - Common Stock

NOTE 8 –COMMON STOCK

On June 20, 2011, the Company received written consent from its majority stockholders to amend the Company’s articles of incorporation to change the authorized capitalization. The board of directors previously approved the resolution to increase the number of authorized common stock from 50,000,000 to 100,000,000 shares and to authorize 10,000,000 shares of “blank check” preferred shares.

The newly authorized preferred shares may be issued from time to time in one or more series in the discretion of the board of directors. The board will have the authority to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.

The Company will file with the SEC and information statement pursuant to Schedule 14C announcing the action to amend our articles of incorporation by written consent. We anticipate the information statement will be mailed to stockholders on or about July 7, 2011. The Company anticipates a certificate of amendment related to the change in capitalization will be filed with the State of Nevada with an effective date on or about July 29, 2011.  

On April 11, 2011, the Board of Directors appointed a new Chief Financial Officer, effective immediately and for a term of twelve months.  The Company issued 60,000 shares of its common stock at $1.05 per share to the officer as compensation for his services for an aggregate value of $63,000.  On the same date, the Company also issued 85,000

shares of its common stock at $1.05 per share to two consultants as compensation for professional services for an aggregate value of $89,250.

On June 17, 2011, the Company issued 150,000 shares of common stock at $1.01 per share to a consultant for services rendered. The cost of the shares was valued at the trading price on the issuance date of $1.01 per share for an aggregate value of $151,500.

On August 29, 2011 the Company issued 125,000 shares of its common stock to board members as compensation. The cost of the shares was valued at the trading price on the issuance date of $1.00 per share for an aggregate value of $125,000.

On August 29, 2011 the Company issued 750,000 shares of common stock pursuant to a consulting agreement. The cost of services was valued at the trading price of the shares on the issuance date of $1.00 per share for an aggregate value of $750,000. This amount was amortized as appropriate for 2011, with the balance recorded as a prepaid asset as of December 31, 2011.

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Note 3 - Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Mar. 31, 2012

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

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Note 3 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2012

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

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Note 1 - Condensed Financial Statements	3 Months Ended
	Mar. 31, 2012
Notes
Note 1 - Condensed Financial Statements	NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, 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, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

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Note 6 - Stock Purchase Agreement

3 Months Ended

Mar. 31, 2012

Notes

Note 6 - Stock Purchase Agreement

NOTE 6 - STOCK PURCHASE AGREEMENT

On June 17, 2011, Protect Pharmaceutical Corporation finalized the execution of an Investment Agreement with Kodiak Capital Group, LLC, a Delaware limited liability company. The Agreement provides the Company with an equity line whereby the Company can sell to Kodiak, from time-to-time, shares of the Company’s common stock up to an aggregate value of $10 million dollars over a two-year period. As part of the agreement, the Company will file with the SEC a registration statement under the Securities Act of 1933 to register the common stock that may be sold to Kodiak pursuant to the Agreement.

Under the terms of the Agreement, The Company has the right to deliver to Kodiak a “put notice”stating the dollar amount of common shares we intend to sell to Kodiak, up to $250,000. The amount that the Company is entitled to sell to Kodiak under any single put notice will be equal to, at Kodiak's election, either: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three trading days prior to the put notice, multiplied by the average of the three daily closing bid prices immediately preceding the put notice date; or (ii) up to $250,000.

The Company cannot submit a new put notice until after the closing of the previous notice. The purchase price for the shares pursuant to the put notice will be equal to 92% of the lowest closing best bid price of the common stock during the five trading days after the put notice is delivered. The shares must be paid for and share certificates delivered within the “pricing period,” which is seven days from the date the put notice is delivered.

The Company has the option to specify a floor price for any put notice. In the event our shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price.

The Company has agreed to pay to Kodiak an initial fee of 150,000 shares of common stock following execution of the Agreement. Also, the Company has agreed to pay Kodiak a commitment fee equal to 3% of the total amount of the commitment, payable as follows: (i) 25% on the first closing of a put notice; (ii) 25% on the second closing, (iii) 25% on the third closing; and (iv) 25% on the fourth closing or eight months from execution of the Agreement. The commitment fee is payable in Company common stock.

In connection with the Agreement, we entered into a Registration Rights Agreement with Kodiak, whereby the Company agreed to register with the SEC the shares to be issued pursuant to the Agreement. The Company must prepare and file within 90 days from the date of the Agreement, a registration statement under the Securities Act of 1933.

The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement for general corporate and working capital purposes and acquisitions of assets, businesses or operations, or for other purposes that the board of directors deems to be in the best interest of the Company.