Item
1. Interim Financial Statements and Notes to Interim Financial Statements
General
The
accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting
principles for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Therefore, they
do not include all information and footnotes necessary for a complete presentation of financial position, results of operations,
cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. Except as disclosed herein,
there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s
annual report on Form 10-K for the year ended December 31, 2017. 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. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results
that can be expected for the year ending December 31, 2018.
Protect
Pharmaceutical Corporation
Balance
Sheets
|
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
100
|
|
|
$
|
-
|
|
|
Total Current
Assets
|
|
$
|
100
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
100
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts Payable
& Accrued Expenses
|
|
$
|
950
|
|
|
$
|
950
|
|
|
Related Party
Payables
|
|
|
35,380
|
|
|
|
35,280
|
|
|
Interest
Payable
|
|
|
9,937
|
|
|
|
6,211
|
|
|
Total Current
Liabilities
|
|
$
|
46,267
|
|
|
$
|
42,441
|
|
|
Long-Term Liabilities
|
|
|
|
|
|
|
|
|
|
Notes
Payable
|
|
$
|
101,000
|
|
|
$
|
101,000
|
|
|
Total
Long-Term Liabilities
|
|
$
|
101,000
|
|
|
$
|
101,000
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
$
|
147,267
|
|
|
$
|
143,441
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
Preferred Stock: 110,000,000 shares
authorized, at $0.001 par value; 0 shares issued or outstanding as of March 31, 2018 and December 31, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Common Stock: 100,000,000 shares
authorized at $0.005 par value; 1,111,460 shares issued and outstanding as of March 31, 2018 and December 31, 2017
|
|
|
5,557
|
|
|
|
5,557
|
|
|
Additional Paid-In
Capital
|
|
|
9,365,612
|
|
|
|
9,365,612
|
|
|
Accumulated
Deficit
|
|
|
(9,518,336
|
)
|
|
|
(9,514,610
|
)
|
|
TOTAL STOCKHOLDERS’
DEFICIT
|
|
$
|
(147,167
|
)
|
|
$
|
(143,441
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDER’S DEFICIT
|
|
$
|
100
|
|
|
$
|
-
|
|
See
accompanying notes to the unaudited financial statements.
Protect
Pharmaceutical Corporation
Statements
of Operations
(Unaudited)
|
|
|
Three months ended
|
|
|
|
|
March
31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Professional
Fees
|
|
|
-
|
|
|
|
15,200
|
|
|
General
& Administrative
|
|
|
-
|
|
|
|
200
|
|
|
TOTAL OPERATING
EXPENSES
|
|
$
|
-
|
|
|
$
|
15,400
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
LOSS
|
|
$
|
-
|
|
|
$
|
(15,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
3,726
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE
TAXES
|
|
$
|
(3,726
|
)
|
|
$
|
(15,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(3,726
|
)
|
|
$
|
(15,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
OF COMMON STOCK
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
|
|
1,111,460
|
|
|
|
1,111,460
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED LOSS PER SHARE OF COMMON STOCK
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
|
|
1,358,378
|
|
|
|
1,111,460
|
|
See
accompanying notes to the unaudited financial statements.
Protect
Pharmaceutical Corporation
Statements
of Cash Flows
(Unaudited)
|
|
|
For three months ended
|
|
|
|
|
March
31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(3,726
|
)
|
|
$
|
(15,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile Net Loss to Net Cash provided by operations:
|
|
|
|
|
|
|
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
-
|
|
|
|
(9,000
|
)
|
|
Accounts Payable
- Related Party
|
|
|
100
|
|
|
|
24,400
|
|
|
Interest
Payable
|
|
|
3,726
|
|
|
|
-
|
|
|
Total
Adjustments to reconcile Net Loss to Net Cash provided by operations:
|
|
|
3,826
|
|
|
|
15,400
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
100
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided
by investing activities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided
by financing activities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE
IN CASH
|
|
$
|
100
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
|
|
-
|
|
|
|
-
|
|
|
CASH AT END OF PERIOD
|
|
|
100
|
|
|
|
-
|
|
See
accompanying notes to the unaudited financial statements.
NOTE
1 - 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 as of March 31, 2018 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,
2017 audited financial statements. The results of operations for the period ended March 31, 2018 (unaudited) are not necessarily
indicative of the operating results for the year ended December 31, 2018.
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
has limited cash and no other material assets, nor does it have an established source of revenues adequate 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.
In addition, the inability of the Company
to become current in periodic reporting obligations under the federal securities laws during the current quarter limited
the information that the Company was able to provide to the public, to investors and to other interested parties, including customers
and certain lenders. Furthermore, such inability to become current limited the Company’s ability to use equity incentives
to attract, retain and motivate employees. Such inability to become current also restricted the Company’s ability to raise
capital through the issuance of equity or debt securities, use equity securities for acquisitions of complementary companies and
businesses and engage in other strategic transactions.
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
as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic
Loss per Common Share
Basic
loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted
average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net
loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially
dilutive debt or equity. There are 246,918 such dilutive common stock equivalents outstanding as of March 31, 2018 related
to a convertible note in default.
Convertible
notes with fixed rate conversion options
The
Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding
principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the
common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount.
The Company records the convertible note liability at its fixed monetary amount by measuring and recording a discount, as applicable,
on the note date with a charge of interest expense in accordance with ASC 480 – “Distinguishing Liabilities
from Equity.”
Convertible
debt
In
July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from
Equity (Topic 480) Derivatives and Hedging (Topic 8115) (“ASU 2017-11”), which changes the classification analysis
of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain
financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity
classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing
disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or
embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence
of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities to present earnings
per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That
effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU
2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early
adoption is permitted, including adoption in an interim period. The Company adopted this standard on July 1, 2017, and applied
it retroactively to the Company’s financial reporting starting on April 1, 2017.
Recent
Accounting Pronouncements
Management
has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements.
The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s
financial statements.
NOTE
4 – RELATED-PARTY TRANSACTIONS
The
Company has recorded advances from related parties and expenses paid by related parties on behalf of the Company as related party
payables. As of March 31, 2018 (unaudited) and December 31, 2017, the related party payable outstanding balance totaled $35,380
and $35,280, respectively. These payables are non-interest bearing, unsecured, and are due on demand.
NOTE
5 – CONVERTIBLE NOTE
On
April 15, 2017, the Company issued a convertible promissory note (the “Convertible Note”) for $101,000 ($100,000 principal
plus a 1% original issue discount) to Trident Cap X Corp. (“Trident”), a Florida Limited Liability Company. The Convertible
Note has a maturity date of October 15, 2017, with a 15% default interest rate in the case that the principle is not paid off
in full by the maturity date or covenants are not met. In the case of default, the holder has the right to convert all or any
portion of the value of the Convertible Note, including unpaid principal, unpaid interest (including default interest), and costs
incurred by the holder related to the conversion, into common stock of the Company. The per share conversion price of this Convertible
Note into common stock shall be 75% of the lowest traded price of the common stock during the ten consecutive trading days prior
to receipt of a notice of conversion from the holder. As of March 31, 2018, interest payable was $9,937.
NOTE
6 – SUBSEQUENT EVENTS
Default
and Conversion of Convertible Note
On
August 15, 2017, the Company failed to file Form 10-Q for the three months ended June 30, 2017 with the SEC. As a result, the
Convertible Note with Trident failed to meet covenant 3.9 “Failure to Comply with the 1934 Act,” triggering an event
of default and requiring payment of default interest at an annual rate of 15%.
On
February 8, 2018, Trident assigned the Convertible Note issued by the Company on April 15, 2017 to Global Startup League LLC (“Global”)
a Florida Limited Liability Company. As of the date of the assignment, the Company had not paid any principal or interest and
the Convertible Note remained in default.
On
August 6, 2018, GLOBAL filed a Complaint in the Superior Court for the District of Columbia, styled Global Startup League, LLC
v. Protect Pharmaceutical Corporation, alleging that the Company had breached the Convertible Note and owed Global $100,000, plus
default interest of at least 15% annually as provided for in the Convertible Note, along with the related attorney’s fees.
The Company reached a settlement with
Global on September 14, 2018, including a release, and had the Company’s transfer agent issue 246,918 shares of Common Stock
to Global on December 11, 2018 to satisfy the obligation in full.
Affirmed
and Ratified:
July
7, 2018 - 8-K filed:
The Company announced that as of June 30, 2018, as consideration for contractual obligations, and shares
of common stock were to be issued. The exact allocation and quantum of such share issuance was adjusted as reflected in the Company's
current record of share issuances, which is hereby validated.
July
7, 2018 - 8-K filed:
Document July 6, 2018: CEO and Board members were named, but all have since resigned.
October
9, 2018 - Loan:
$3,100 from Burton Steer and Associates on October 9, 2017; received in two installments of $2,100 on October
9, 2018 and $1,000 on October 25, 2018; $3,000 was repaid as of December 31, 2018.
November
13, 2018 - SEC 8-K filing:
The Board of Directors appointed Una Taylor as a member of the Company’s Board of Directors,
effective at the close business as of November 12, 2018. November 12, 2018, Board of Directors issued 1,000,000 shares of preferred
stock, Series A, to Una J. Taylor, with each share having 1,000 votes. Yvette Sanchez resigned as an officer of Protect Pharmaceutical
Corporation and of the Board of Directors, effective November 13, 2018. Shares and expense reimbursement were authorized for Ms.
Taylor. Previous shares from the transactions naming Yvette Sanchez President were sold or otherwise dealt with in the reaffirmed
November transactions. Ms. Taylor was also appointed Chief Executive Officer (CEO) on November 13, 2018. CEO employment agreement
with Una Taylor on November 14, 2018; $250,000 salary, $50,000 bonus, insurance of $1,983 per month until the end of the 2019
calendar year or until company offers benefits. This action was subsequently ratified by the Board of Directors.
December
10, 2018 - SEC 8-K Filing:
Document Date November 28, 2018 - Wajed Salem named to Board of Directors by the existing board,
and the Company entered into contract with him.
December
17, 2018 - Loan:
$25,000 from Audra M. Hajj to Protect Pharmaceutical.
Misc.
dates - Contracts:
Engagement or replacement of attorneys or auditors, at the CEO's discretion, with written or other contract
terms, again at the discretion of CEO Una J. Taylor.
Disaffirmed
and Cancelled, Or Never Came Into Legal Effect:
June
5, 2018 - Change of primary operating entity and business model:
The Company did not implement the change of primary operating
entity or real estate business model announced in a June 5, 2018 Form 8-K.
September
14, 2018 – Press Release:
Company Announces New Business Model; transaction cancelled.
October
20, 2018 - Merger/Acquisition:
Tobit Clicks of Tobit LLC; transaction cancelled.
October
2, 2018 - Press Release:
Company Joins Tobit Consortium; transaction cancelled.
November
27, 2018 - Private Placement:
International Membership Data, LLC, $40 million to be invested by Company; transaction cancelled.
November
28, 2018 - Merger/Acquisition:
Target: The Winner's Circle Partners LLC; transaction cancelled.
December
7, 2018 - Press Release:
AES and OnliFunds Launch OnliChain focused $250 million Fund. Company option transaction cancelled.
Recent
Issuances of Securities:
18,839,918 shares of common
stock (including 3,000,000 of restricted shares) and 1,000,000 shares of preferred stock were subsequently issued in 2018 as follows:
September
11, 2018: 10,393,000 shares of common stock to Yvette Sanchez.
November
27, 2018: 3,000,000 restricted shares of common stock were subsequently issued to Eight Dragons Capital.
November
13, 2018: 1,000,000 shares of preferred stock were subsequently issued to Una Taylor.
December
11, 2018: 246,918 shares of common stock were subsequently issued to Global Startup League as payment for the value of a convertible
note per a settlement agreement dated September 14, 2018.
December
13, 2018: 200,000 shares of common stock were subsequently issued to Sing for Hope Inc.
As
of December 31, 2018, we have outstanding a total of 19,951,378 shares of common stock and 1,000,000 shares of preferred stock.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
Following information should be read in conjunction with the 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, 2017 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.
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, 2017.
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.
Our
Ability to Continue as a Going Concern
Our
independent registered public accounting firm has issued its report dated February 27, 2019, in connection with the audit
of our annual financial statements as of December 31, 2017, 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 March 31, 2018 also describes the existence of conditions that raise substantial doubt about our
ability to continue as a going concern.
Results
of Operations
Three
Months Ended March 31, 2018 and 2017 (unaudited)
We
did not realize revenues for the three-month periods ended March 31, 2018 and 2017 (unaudited). For the three months ended March
31, 2018 (“first quarter”), total operating expenses were $0. Interest expense for the three months ended March
31, 2018 was $3,726, with the entire amount related to a convertible note with Trident.
Total
operating expenses for the comparable first quarter of 2017 were $15,400, consisting of $15,200 in professional fees and $200
in general administrative expenses.
The
net loss for the first quarter of 2018 was $3,726, (-$0.00 per share; -$0.00 diluted loss per share, including 246,918 shares
attributable to convertible note), compared to net loss of $15,400 (-$0.01 per share; -$0.00 diluted loss per share, with no dilutive shares outstanding) for the first quarter of 2017.
Liquidity
and Capital Resources
Total
assets were $100 as of March 31, 2018 (unaudited) and $0 as of December 31, 2017. Total liabilities at March 31, 2018 (unaudited)
were $147,267, consisting of $101,000 in notes payable, $950 in accounts payable and accrued expenses, $35,380 in
related-party payables, and $9,937 in interest payable. At December 31, 2017, total liabilities were $143,441.
Because
we currently have limited revenues and cash, for the immediate future we believe we will have to rely on potential advances from
stockholders to continue to implement our business activities. There is no assurance that our stockholders will continue indefinitely
to provide additional funds or pay our expenses. It is likely the only other source of funding future operations will be through
the private sale of our securities, either equity or debt.
At
March 31, 2018(unaudited) we had stockholders’ deficit of $147,167 compared to
stockholders’
deficit of $143,441 at December 31, 2017.
Plan
of Operation
Our
current business plan is to contemplate a possible a future business model change by the Company to generate adequate revenue
to sustain operations and reduce dependency on shareholder funds. The Company also continues to explore acquisition of or acquisition
by either an affiliated entity or an as yet unknown other entity.
Our
common stock is currently quoted on the QB tier of the OTC Markets under the ticker symbol “PRTT”.
It
is anticipated that business opportunities will come to our attention from various sources, including its officers and directors,
its other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited proposals. We have no plan, understandings, agreements,
or commitments with any individual for such person to act as a finder of opportunities for our company.
Because
we currently have no 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.
Changes
to Company Officers
None from January 1, 2018 to March 31 2018.
June 1, 2018:
Una Taylor resigned
as Chief Executive Officer.
June 1, 2018:
Yvette Sanchez was
appointed President.
November 12, 2018:
Yvette Sanchez
resigned as President.
November 13, 2018:
Una Taylor
was appointed as Chief Executive Officer.
Changes
to the Board of Directors
None
from January 1, 2018 to March 31 2018.
June 1, 2018:
Yvette Sanchez was
appointed a member of the Board of Directors
.
June 5, 2018:
Yvette Sanchez removed
three members from the Board of Directors by majority vote of the company’s shareholders: Stuart Sandweiss (Director and
Audit Committee Chair), Shimson Bandman (Director), and Shedrick W. Daniels (Director).
There
were no disagreements with these former directors of the Company as to its operations, policies or practices.
November 12, 2018:
Una Taylor appointed
as a member of the Board of Directors.
November 12, 2018:
Yvette Sanchez
resigned as a member of the Board of Directors.
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.