UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[Amendment No. 1]

(Mark One)


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

For the Fiscal Year Ended December 31, 2015


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

For the transition period from _______________ to _______________

Commission File Number: 000-54001

PROTECT PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (Zip Code)

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

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

None

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

Common Stock, $0.005 par value

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

Yes ¨

No x

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

Yes ¨

No x

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

Yes x

No ¨

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

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2015, the last business day of the registrant’s most recently completed second quarter, was $55,488. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2014 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of June 2, 2016 was 1,111,460.

DOCUMENTS INCORPORATED BY REFERENCE

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

PROTECT PHARMACEUTICAL CORPORATION

FORM 10-K/A

EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-K for Protect Pharmaceutical Corporation amends the Form 10-K for the year ended December 31, 2015, originally filed with the SEC on April 14, 2016. This Amended Form 10-K/A is being filed solely to revise certain portions of “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which inadvertently included certain errors as to the number of shares held by officers and directors. No other material changes or additions are being made hereby except to update the report as necessary.


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

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

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

● each of our directors;

● our executive officers; and

● by all directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after the date of this report, are deemed outstanding, but those shares are not deemed outstanding for purposes of computing percentage ownership of any other person. The number and percentage of shares beneficially owned are based on 1,111,460 shares of common stock outstanding as of June 2, 2016 and reflects the reverse stock split effected in November 2014. Each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that person, subject to community property laws, where applicable.


Name and Address	Amount and Nature of		Percent
of Beneficial Owner	Beneficial Ownership		of Class(1)
Directors and Executive Officers
Geoff Williams		2,286		0.21 %
2681 East Parleys Way, Suite 204
Salt Lake City, UT 84109
5% Stockholders
Edward F. Cowle		102,750		9.2%
70 Garth Road, Apt. 4A
Scarsdale, NY 10583
H. Deworth Williams		937,063		84.3%
2681 East Parleys Way, Suite 204
Salt Lake City, UT 84109
All directors and officers		2,286		0.21%
a group (3 persons)


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


	(1)	Based upon 1,111,460 shares of common stock outstanding on June 2, 2016.

PART IV


Protect Pharmaceutical Corporation

	By:	/S/ GEOFF WILLIAMS
		Chief Operating Officer
		Dated: June 2, 2016


Signature	Title	Date

/S/ GEOFF WILLIAMS	Chief Operating Officer and director	June 2, 2016
Geoff Williams	Principal Executive Officer, Acting Principal Accounting Officer
/S/ RACHEL WINN	Director	June 2, 2016
Rachel Winn