PRTT Protect Pharmaceutical Corporation (PK)

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

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “ we, ” “ us, ” and “ our ” are to the Company, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management ’ s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management ’ s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” and “ Risk Factors. ” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “ anticipates, ” “ believes, ” “ could, ” “ estimates, ” “ expects, ” “ hopes, ” “ intends, ” “ may, ” “ plans, ” “ potential, ” “ predicts, ” “ projects, ” “ should, ” “ will, ” “ would ” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “ Risk Factors. ” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management ’ s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “ Risk Factors ” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “ we, ” “ us, ” “ our, ” “ our company, ” “ Protect ” refer to Protect Pharmaceutical Corporation.

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Our Ability to Continue as a Going Concern

Our independent registered public accounting firm has issued its report dated April 13, 2016, in connection with the audit of our annual financial statements as of December 31, 2015, that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 to the unaudited financial statements for the period ended September 30, 2016 also describes the existence of conditions that raise substantial doubt about our ability to continue as a going concern.

Results of Operations

Three and nine months Ended September 30, 2016 and 2015

We did not realize revenues for the three-month and nine month periods ended September 30, 2016 and 2015. For the three months ended September 30, 2016 ( “ third  quarter ” ), total operating expenses were $8,532, consisting of $7,290 in professional fees, $1,150 in executive compensation and $92 in general and administrative expenses. Total operating expenses for the comparable third quarter of 2015 were $10,455, consisting of $7,305 in professional fees, $1,500 in executive compensation and $1,650 in general and administrative expenses.  The decrease in operating expenses during the third quarter of 2016 was due primarily to decreased professional fees, due to decreased costs related to ongoing reporting obligations with the Securities and Exchange Commission. The net loss for the third quarter of 2016 was $8,532 ($0.01 per share), compared to net loss of $615,892 ($0.55 per share) for the third quarter of 2015.

For the nine months ended September 30, 2016, total operating expenses were $22,662, consisting of $18,225 in professional fees, $4,150 in executive compensation and $287 in general and administrative expenses. Total operating expenses for the comparable first nine months of 2015 were $23,455, consisting of $17,094 in professional fees, $4,150 in executive compensation and $1,861 in general and administrative expenses.  The decrease in operating expenses during the first nine months of 2016 was due primarily to decrease in professional fees, related to decreased costs of ongoing reporting obligations with the Securities and Exchange Commission. The net loss for the first nine months of 2016 was $22,662 ($0.02 per share), compared to net loss of $628,892 ($0.57 per share) for the first nine months of 2015.

Liquidity and Capital Resources

Total assets at September 30, 2016 were $45 in cash, compared to $7 in cash at December 31, 2015. Total liabilities at September 30, 2016 were $33,184, consisting of $33,184 in accounts payable and accrued expenses, and $0 in related-party payables. At December 31, 2015, total liabilities were $100,454, consisting of $69,656 in accounts payable and accrued expenses, and $30,798 in related-party payables.

Because we currently have no revenues and limited available cash, for the immediate future we believe we will have to rely on potential advances from stockholders to continue to implement our business activities. There is no assurance that our stockholders will continue indefinitely to provide additional funds or pay our expenses.   It is likely the only other source of funding future operations will be through the private sale of our securities, either equity or debt.  

At September 30, 2016, we had stockholders ’ deficit of $33,139 compared to stockholders ’ deficit of $100,447 at December 31, 2015.  The decreased deficit during the first nine months of 2016 is primarily due to the net loss of $22,662 and the decrease in accounts payable from $69,656 to $33,184, and the decrease in related party payables from $30,798 to $0 during the first nine months of 2016.

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Plan of Operation

Following the sale of patents, patent applications and technologies in 2011, we have endeavored to explore possible plans for the remaining patents and new generation drug delivery technologies acquired in 2010. However, without adequate personnel with the requisite scientific expertise, we found it difficult to further develop the technologies and endeavored to explore alternative business ventures. Following the acquisition of certain mining and mineral claims and leases in September 2014, we had  directed our focus on the initial exploration of the acquired properties to determine whether there is commercial potential. We have subsequently abandoned our business plan.

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

As reported on Schedule 14f, filed with the Securities and Exchange Commission on September 9, 2016, effective September 9, 2016, Deworth Williams, the principal stockholder of the Company ( “ Williams ” ), entered into a Stock Purchase Agreement (the  “ Agreement ” ), as amended (the  “ Amended Agreement ” ), dated, August 30, 2016, with Taylor Group Holdings, LLC (the  “ Buyer ” ), a Florida Limited Liability Company, pursuant to which, among other things, Williams agreed to sell to the Buyer, and the Buyer agreed to purchase from Williams, a total of 937,063 shares of Common Stock owned of record and beneficially by Williams  (the “ Purchased Shares ” ).  The Purchased Shares represented approximately 84.3% of the Company ’ s issued and outstanding shares of Common Stock as of the Record Date.  In connection with the transactions contemplated by the Agreement, the Board appointed Una Taylor and Theodore Faison to fill vacancies on the Company ’ s Board of Directors, effective September 19, 2016.

Our new management intends to acquire DreamFu Ventures LLC a Florida LLC in a transaction that will result in the DreamFu entity becoming the operating entity in our company ( “ Merger ” ) and that will also result in us acquiring 100% of the issued and outstanding equity of DreamFu Ventures LLC, a related party with common management.  While no assurances can be provided as to the final consummation of this transaction, it is intended that going-forward DreamFu Ventures LLC shall produce operations and cash flow which shall sustain the enterprise. Prior to the Merger, commencing in the fourth quarter of 2016, the DreamFu business will be incorporated into the business of our Company.

DreamFu Ventures LLC intends to create an entire ecosystem whose mission is to transform the startup entrepreneurial landscape to be inclusive, diversified and successful! We intend to create a gamified, online platform that encompasses the entire startup journey, allowing us to work with entrepreneurs at any stage - from ideation and getting started to funding successful exits. DreamFu Ventures LLC is currently operated by related parties, specifically Una Taylor. We intend to create a network of mentors and angels investors to help shape ideas, grow entrepreneurs, and invest in startup companies from the ground up. DreamFu Ventures is a dream trainer, builder and investor - the only start to end ecosystem available to all startup entrepreneurs.

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

We are currently exploring possible funding sources, but we have not entered into any arrangements or agreements for funding as of this time. If we are unable to raise the necessary funding, our expansion plans will be delayed indefinitely. There can be no assurance that we will be able to raise the funds necessary to carry out our business plan on terms favorable to the company, or at all.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.