UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



|[X] | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2017



|[  ] | 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
        incorporation
        or organization) |  | (I.R.S. Employer
                                                                             Identification No.)



4876
Cecile Avenue, Las Vegas, Nevada, USA - 89115

(Address
of principal executive offices)



(954)
292-0033

(Registrant’s
telephone number, including area code)



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

Common
Stock, $0.005 par value

Preferred
Class A, same par as common, 1,000 votes per share.



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 [  ] No [X]



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 [X]



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



|Large
    accelerated file [  ]   | Accelerated
    filer [  ]       | Non-Accelerated
    filer [  ]
|--------------------------------- | -------------------------------- | ------------------------------
|Smaller
    reporting company [X] | Emerging
    growth company [  ] |                               



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



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

Yes
[X] No [  ]



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 December 31, 2017
|------------------------------------- |  | ---------------------------------------
|Common
    Stock, $0.005 par value    |  | 1,111,460
    shares                   
|Preferred
    Stock, $0.001 par value |  | 0
    shares                           



DOCUMENTS
INCORPORATED BY REFERENCE



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





EXPLANATORY
NOTE



Protect
Pharmaceutical Corp changed independent registered accounting firms on December 13, 2018, but failed to notify the prior
auditor or obtain consent on the inclusion of their report for December 31, 2016 and 2015 in the December 31, 2017
10-K submitted on February 19, 2019. The Company has subsequently had the 2016 financials re-audited by the successor auditor
and is filing this amended Form 10-K/A to reflect the resulting report of independent registered accounting firm for the
years ended December 31, 2017 and 2016. There have been no “disagreements” (as defined in Item 304(a)(1)(iv) of
Regulation S-K and related instructions) with the prior auditor on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of the
prior auditor would have caused the firm to make reference thereto in its reports on the consolidated financial statements
for such years. Also, during the years ended December 31, 2015 and 2016 and from January 1, 2017 through December 13th, 2018,
there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). Protect
Pharmaceutical Corp changed their address from 95 Merrick Way, Third Floor, Coral Gables, Florida 33143 to 4876 Cecile
Avenue, Las Vegas, Nevada, USA - 89115






















TABLE
OF CONTENTS



|PART I.   |              |                                                                                                             
|--------- | ------------ | ------------------------------------------------------------------------------------------------------------
|          |              |                                                                                                             
|          | ITEM
    1.  | Business                                                                                                    
|          | ITEM
    1A. | Risk Factors                                                                                                
|          | ITEM
    1B. | Unresolved Staff Comments                                                                                   
|          | ITEM
    2.  | Description of Properties                                                                                   
|          | ITEM
    3.  | Legal Proceedings                                                                                           
|          | ITEM
    4.  | Mine Safety Disclosures                                                                                     
|          |              |                                                                                                             
|PART II.  |              |                                                                                                             
|          | ITEM
    5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|          | ITEM
    6.  | Selected Financial Data                                                                                     
|          | ITEM
    7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                       
|          | ITEM
    7A. | Quantitative and Qualitative Disclosures About Market Risk                                                  
|          | ITEM
    8.  | Financial Statements and Supplementary Data                                                                 
|          | ITEM
    9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                        
|          | ITEM
    9A. | Controls and Procedures                                                                                     
|          | ITEM
    9B. | Other Information                                                                                           
|          |              |                                                                                                             
|PART III. |              |                                                                                                             
|          | ITEM
    10. | Directors, Executive Officers and Corporate Governance                                                      
|          | ITEM
    11. | Executive Compensation                                                                                      
|          | ITEM
    12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|          | ITEM
    13. | Certain Relationships and Related Transactions, and Director Independence                                   
|          | ITEM
    14. | Principal Accounting Fees and Services                                                                      
|          |              |                                                                                                             
|PART IV.  |              |                                                                                                             
|          | ITEM
    15. | Exhibits, Financial Statement Schedules                                                                     
|          | ITEM
    16. | Form 10-K Summary                                                                                           
|          |              | Signatures                                                                                                  



2









PART
I



CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS



This
Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as well as historical information. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different
from anticipated results, performance or achievements expressed or implied by such forward-looking statements. When used in this
Annual Report on Form 10-K, statements that are not statements of current or historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words “plan,” “intend,” “may,” “will,”
“expect,” “believe,” “could,” “anticipate,” “estimate,” or “continue”
or similar expressions or other variations or comparable terminology are intended to identify such forward-looking statements,
although some forward-looking statements are expressed differently. We remind readers that forward-looking statements are merely
predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could
cause the actual results, performance, levels of activity or our achievements or industry results, to be materially different
from any future results, performance levels of activity or our achievements or industry results expressed or implied by such forward-looking
statements. Such forward looking statements appear in Item 1- “Business” and Item 7- “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Annual Report.
Factors that could cause our actual results to differ materially from anticipated results expressed or implied by forward-looking
statements include, among others:



Except
as required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.



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



Item
1. Business.



History



Catch-Up
Filing: This 10-K provides business information for 2017 not provided in prior filings. Earlier history was provided
in the Company’s 2016 10-K.



2017-2018
Transactions: The Company went through several changes of control and management in 2017 and 2018 before current management
was elected to office and purchased control of the Company in November 2018. Shareholder and Board of Directors action as of January
30, 2019 affirmed and ratified certain past actions and disaffirmed and cancelled several actions, some of which may not have
been fully executed or may not have come into final legal effect. These items were reported on Form 8-K January 31,
2019, and were as follows:



A.
Affirmed and Ratified:



June
30, 2017 - Rescission & Release of Securities Purchase Agreement: Eight Dragons (EDRG) agreed to purchase 6,100,000 shares
of PRTT common stock in exchange for 3,000,000 EDRG shares with a conversions ration of EDRG to PRTT of $2.03 to $1.00. EDRG and
PRTT subsequently executed a Rescission & Mutual Release on the same day, June 30, 2017, to cancel the transaction and vacate
the associated Securities Purchase Agreement. As a result, no shares were issued or exchanged by either company.



June
1, 2018 – Change of Officers and Board of Directors: Yvette Sanchez was appointed by the board of directors as
President of the Company June 1, 2018.



June
1, 2018 – Convertible Loan: Convertible Promissory Note for $230,000 from J&Y Property Preservation LLC.





June 5, 2018 –
SEC Form 14f Filing and Restructuring Agreement: Effective June 5, 2018, J&Y Property Preservation
LLC (the “Buyer”), a Nevada LLC, entered into a Stock Purchase Agreement (the “Agreement”),
dated June 1, 2018 with Start Capital LLC, a Florida LLC and Renewable Energy LLC (“StartRenewable”), a Florida
LLC, the principal stockholders of  PRTT, pursuant to which, among other things, StartRenewable agreed to sell to the
Buyer, and the Buyer agreed to purchase from StartRenewable, a total of 10,215,000 shares of Common Stock owned of
record and beneficially by StartRenewable (the “Purchased Shares”). The Purchased Shares represented
approximately 70.4% 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, Yvette Sanchez removed the current directors by Unanimous
Consent in Lieu of a Shareholder Meeting and appointed herself to the Company’s Board of Directors. J&Y
Property Preservation LLC shares were acquired equal to 18% ownership of the Buyer, but the Company neglected to
implement (i) the change of primary operating entity nor (ii) the change of real estate business model, both of which were
announced in a June 5, 2018 Form 8-K.





3









June
15, 2018 – Change to Board of Directors: Yvette Sanchez was appointed a member of the Board of Directors by the existing
Board of Directors. Ms. Sanchez removed the following former members from the Board of Directors with their consent: Shedrick
Daniels, Stuart Sandweiss, and Shimson Bandman.



June
28, 2018 - Loan: $20,000 from Precise Property Preservation to Protect Pharmaceutical.



July
7, 2018 - 8-K filed: Announced that as of June 30, 2018, as consideration for contractual obligations, and shares
of our common stock were to be issued. Actual issuances were different and not as then proposed, but are 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, 2018; received in two installments of $2,100 on October
9, 2018 and $1,000 on October 25, 2018; $3,000 repaid as of December 31, 2018.



November 13, 2018 - 8-K filed: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, each share to have 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 - 8-K
filed: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.



January
30, 2019 – 8-K filed: The Shareholders and Board of Directors voted to ratify all actions taken to date by Una Taylor,
CEO and President; re-elect Ms. Taylor as Chief Executive Officer, President, and Secretary, and Ms. Taylor and Mr. Wajed Salem
as Members of the Board of Directors, until their successors may be named and qualified; and, affirm certain transactions previously
entered into by the Company and disaffirm certain transactions which may have been announced and reported but were never made
final and legally binding on same.



A
copy of the Shareholder’s Action Without Meeting, signed by Ms. Taylor as owner of 93% of all voting rights, sufficient
to act without meeting as noted under the Company’s Bylaws and Nevada law, and a copy of the Board of Directors resolution,
also sufficient for action without a meeting under the Company’s Bylaws and Nevada law, is attached to and made a part of
this disclosure.





4







B.
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.



Current
and Planned Operations:



PRTT
is an inactive entity, reporting as a shell public company. The company is seeking outside investors, most probably though a private
placement of company shares, and will commence active business operations of whatever type is appropriate for investors willing
to complete an acceptable transaction with current management.



Item
1A. Risk Factors.



PRTT
has less than 300 shareholders and has assets that make it a smaller reporting company, so no disclosure is provided.



5









Item 1B. Unresolved Staff Comments.





Not
Applicable



Item
2. Properties.



We
do not own any real property. We entered a rental agreement with J&Y Property Preservation on June 28, 2018, and currently
occupy office space that serves as our principal place of business located at4876
Cecile Avenue, Las Vegas, NV 89115.



Item
3. Legal Proceedings.



There
are no known current claims or legal proceedings pending. The company is in process of completing current reporting and assuring
FINRA and SEC compliance with catch-up SEC reporting and answers to any staff questions.



No
recently terminated legal proceedings.



Item
4. Mine Safety Disclosures.



Not
applicable.



6









PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Our
common stock is currently quoted on the OTC Pink market under the symbol PRTT. There is a limited public trading market for our
shares with only sporadic trading. The last reported trade on December 13, 2018, was 200,000 shares at $1.70. Accordingly, because
of the limited trading information available, we are not including a historical trading table.



As
of the date hereof there are approximately 96 stockholders of record of our common stock, which figure does not take into account
those shareholders whose certificates are held in the name of broker-dealers or other nominee accounts.



There
were no sales of unregistered securities of the Registrant sold within the last three years.



There
was no repurchase made in a month within the last quarter of 2017.



Recent
Issuances of Securities



There
were no issuances of securities in the fourth quarter of 2017. As of December 31, 2017, we have outstanding a total of 1,111,460
shares of common stock.



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: 5,000,000
shares of common stock to Una Taylor and 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.



Penny
Stock Rule



The
ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations
of that state. A number of states require that an issuer’s securities be registered in their state or appropriately exempted
from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities
in any particular state. Further, our common stock most likely will be subject to the provisions of Section 15(g) and Rule 15g-9
of the Exchange Act, commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of
the Exchange Act.



It
is unlikely that our securities will be listed on any national or regional exchange or The NASDAQ Stock Market in the foreseeable
future. Therefore, our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act,
commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for broker dealer transactions
in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.



The
SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is:



| | ● | Registered
    and traded on a national securities exchange meeting specified criterion set by the SEC;                  
| | - | -------------------------------------------------------------------------------------------------------------------------
| | ● | Authorized
    for quotation on The NASDAQ Stock Market;                                                                 
| | ● | Issued
    by a registered investment company;                                                                           
| | ● | Excluded
    from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or
| | ● | Exempted
    from the definition by the SEC.                                                                             



7









Broker-dealers
who sell penny stocks to persons other than established customers and accredited investors are subject to additional sales practice
requirements. An accredited investor is generally defined as a person with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse.



For
transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities
and must receive the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document
relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing
recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the
ability of stockholders to sell their shares.



These
requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to
make a market in our shares, or they could affect the value at which our shares trade. Classification of the shares as penny stocks
increases the risk of an investment in our shares.



Rule
144



Rule
144 is the common means for a stockholder to resell restricted securities and for an affiliate to sell securities, either restricted
or non-restricted (control) shares. Rule 144 was amended by the SEC, effective February 15, 2008.



Under
the amended Rule 144, an affiliate of a company filing reports under the Exchange Act who has held their shares for more than
six months, may sell in any three-month period an amount of shares that does not exceed the greater of:



| | ● | The
    average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities
    association, during the four calendar weeks preceding such sale, or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | 1%
    of the shares then outstanding.                                                                                                                                                                          





Sales
by affiliates under Rule 144 are also subject to certain requirements as to the manner of sale, filing appropriate notice and
the availability of current public information about the issuer.



A
non-affiliate stockholder of a reporting company who has held their shares for more than six months, may make unlimited resales
under Rule 144, provided only that the issuer has available current public information about itself. After a one-year holding
period, a non-affiliate may make unlimited sales with no other requirements or limitations.



An
important exception to the above described availability of the amended Rule 144 is that Rule 144 is not available for either a
reporting or non-reporting shell company, unless the company:



| | ● | Has
    ceased to be a shell company;                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Is
    subject to the Exchange Act reporting obligations;                                                                                                                          
| | ● | Has
    filed all required Exchange Act reports during the preceding twelve months; and                                                                                            
| | ● | At
    least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status
    as an entity that is not a shell company.



Dividends
Policy



We
have never declared cash dividends on our common stock, nor do we anticipate paying any dividends on our common stock in the foreseeable
future.



Item
6. Selected Financial Data.



A
registrant that qualifies as a smaller reporting company, like this Company, as defined by § 229.10(f)(1), is not required
to provide the information required by this Item.



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



The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this report.



PRTT
is an inactive entity, with no current revenues, reporting as a shell public company. The company is seeking outside investors,
most likely though a private placement of company shares, and will commence active business operations of whatever type is appropriate
for investors willing to complete an acceptable transaction with current management. We do not expect to realize revenues until
we have completed a successful transaction without outside investors. In the near term, ongoing expenses, including the costs
associated with the preparation and filing reports with the SEC, will be paid for by advances from stockholders and/or directors,
or possibly 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.



8









Significant
Accounting Policies



Accounting
Method



These
financial statements and related notes are presented in accordance with accounting principles generally accepted in the United
States. The Company’s fiscal year-end is December 31.



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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.



Cash
and Cash Equivalents



The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
As of December 31, 2017, and 2016 the Company had $0 and $0 of cash and cash equivalents, respectively.



Revenue
Recognition



The
Company will recognize revenue from the performance of its services and/or sale of its products in accordance with ASC 605 “Revenue
Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is provided, product is delivered, and collectability is assured.



Revenue
from Contracts with Customers



The
Company applies Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts
with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should
recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to
which it expects to be entitled in exchange for those goods or services. This new guidance is effective for annual reporting periods
beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard on
April 1, 2017 and has chosen to apply the standard using modified retrospective approach. Under the modified approach, financial
statements are prepared for the year of adoption using the new standard, but prior periods presented will not be adjusted. The
Company also determined that a cumulative catch-up adjustment to the opening balance of retained earnings was not necessary due
to a lack of revenue in 2017.



Advertising
Costs



The
Company follows the policy of expensing advertising costs during the period in which they are incurred. The Company incurred no
advertising costs during the years ended December 31, 2017 and 2016, respectively.



Stock-based
Compensation



The
Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all share-based compensation awards granted on or after January 1, 2006, based on the
grant-date fair value estimated in accordance with the provisions of ASC 718. During the years ending December 31, 2017 and 2016,
the Company issued $0 and $0, respectively, in share-based payments for services.



Provision
for Taxes



The
Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability
method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured
by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years.
Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets
when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.



9









Going
Concern



The
Company applies Accounting Standards Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic
205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides
guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s
ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual
period ending after December 15, 2016, with early application permitted. The Company adopted this standard on December 15, 2016.



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 earnings per share is calculated by dividing the Company’s net income
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 was a convertible note in default as of December 31, 2017 that was subsequently converted into 246,918 shares of common
stock on December 11, 2018.



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 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



Forward-Looking
and Cautionary Statements



Unless
otherwise indicated, references in this Annual Report on Form 10-K 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, 2016 filed with the Securities and Exchange Commission.



10









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, 2016.



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 15, 2019, in connection with the audit
of our annual financial statements as of December 31, 2017, that includes 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 audited financial statements
for the period ended December 31, 2017 also describes the existence of conditions that raise substantial doubt about our ability
to continue as a going concern.



Results
of Operations



For
the Year Ended December 31, 2017 and 2016



We
did not realize revenues for the year ended December 31, 2017 and 2016. For the year ended December 31, 2017, the Company had
operating expenses of $115,400, consisting of professional fees of $115,200 and general & administrative expenses of $200.
The increase in professional fees in the year ended December 31, 2017 is attributable to a contract with Trident for professional
services. Interest expense for the year ended December 31, 2017 was $7,211, with the entire amount related to a convertible note
with Trident.



Total
operating expenses for the year ended December 31, 2016, were $41,707, consisting of $37,225 in professional fees and $4,150 in
executive compensation, and $332 in general and administrative expenses. The Company did not have any interest expense in 2016.



The
net loss for the year ended December 31, 2017 was $122,611 (-$0.11 per share; -$0.10 diluted loss per share, including 246,918
shares attributable to convertible note), compared to a net loss of $41,707 (-$0.04 per share) for the year ended 2016.



Liquidity
and Capital Resources



Total
assets were $0 as of December 31, 2017 and $0 as of December 31, 2016. Total liabilities as of December 31, 2017 were $143,441,
consisting of $101,000 in notes payable, $950 in accounts payable, $35,280 in related-party payables, and $6,211 in interest payable.
At December 31, 2016, total liabilities were $20,830.



11









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.



As
of December 31, 2017, we had stockholders’ deficit of $143,441 compared to stockholders’ deficit of $20,830 as of
December 31, 2016.



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.



Net
Operating Loss



We
have accumulated approximately $2,986,331 of net operating loss carryforwards as of December 31, 2017. This loss carry forward
may be offset against taxable income and income taxes through the year 2037. 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
which can be used. No tax benefit has been reported in the financial statements for fiscal years ended December 31, 2017 and 2016
because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because presently we
have not started full operations.



Inflation



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



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.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk.



A
registrant that qualifies as a smaller reporting company, like this Company, as defined by § 229.10(f)(1), is not required
to provide the information required by this Item.



Item
8. Financial Statements and Supplementary Data.



Financial
statements for the fiscal years ended December 31, 2017 and 2016 have been examined to the extent indicated in their reports by
Montgomery Coscia Greilich LLP and  respectively, independent accountants and have
been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to regulations
promulgated by the SEC.



Section
302 data is not required for a smaller reporting company.





12







TABLE OF CONTENTS
– FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



|Report
        of Independent Registered Public Accounting Firm for the years ended December 31, 2017 and 2016 | 14   
|-------------------------------------------------------------------------------------------------------------- | -----
|                                                                                                               |      
|Balance Sheets                                                                                                 | 15   
|                                                                                                               |      
|Statements of Operations                                                                                       | 16   
|                                                                                                               |      
|Statements of Stockholders’
    Deficit                                                                        | 17   
|                                                                                                               |      
|Statements of Cash Flows                                                                                       | 18   
|                                                                                                               |      
|Notes to Financial Statements                                                                                  | 19-22





13







Montgomery
Coscia Greilich LLP

972.748.0300
p

972.748.0700
f



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Shareholders of

Protect
Pharmaceutical Corporation:



Opinion
on the Financial Statements



We
have audited the accompanying balance sheets of Protect Pharmaceutical Corporation (the “Company”) as of December
31, 2017 and 2016, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years
then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in Accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.



Other
Matter



As
discussed in Note 2 to the financial statements, the accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered significant losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters
are described in Note 2. The financial statements do not include any adjustments to reflect the outcome of this uncertainty. Our
opinion is not modified with respect to these matters.



/s/
Montgomery Coscia Greilich, LLP



We
have served as the Company’s Auditor since 2018



Plano,
TX

February
27, 2019





14







Protect
Pharmaceutical Corporation

Balance
Sheets



|                                                                                                                                          |  | December 31, 2017 |            |   | December 31, 2016 |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|                                                                                                                                          |  |                   |            |   |                   |  
|ASSETS                                                                                                                                    |  |                   |            |   |                   |  
|Current assets                                                                                                                            |  |                   |            |   |                   |  
|Cash                                                                                                                                      |  | $                 | -          |   |                   | $
|Total current assets                                                                                                                      |  | $                 | -          |   |                   | $
|TOTAL ASSETS                                                                                                                              |  | $                 | -          |   |                   | $
|                                                                                                                                          |  |                   |            |   |                   |  
|LIABILITIES                                                                                                                               |  |                   |            |   |                   |  
|Current liabilities                                                                                                                       |  |                   |            |   |                   |  
|Accounts payable & accrued expenses                                                                                                       |  | $                 | 950        |   |                   | $
|Related party payables                                                                                                                    |  |                   | 35,280     |   |                   |  
|Interest payable                                                                                                                          |  |                   | 6,211      |   |                   |  
|Total current liabilities                                                                                                                 |  | $                 | 42,441     |   |                   | $
|Long-term liabilities                                                                                                                     |  |                   |            |   |                   |  
|Notes payable                                                                                                                             |  | $                 | 101,000    |   |                   | $
|Total long-term liabilities                                                                                                               |  | $                 | 101,000    |   |                   | $
|                                                                                                                                          |  |                   |            |   |                   |  
|TOTAL LIABILITIES                                                                                                                         |  | $                 | 143,441    |   |                   | $
|                                                                                                                                          |  |                   |            |   |                   |  
|STOCKHOLDERS’ DEFICIT                                                                                                                     |  |                   |            |   |                   |  
|Preferred stock: 10,000,000 shares authorized, at $0.001 par value; 0 shares issued or outstanding as of December 31, 2017 and 2016       |  | $                 | -          |   |                   | $
|Common stock: 100,000,000 shares authorized at $0.005 par value; 1,111,460 shares issued and outstanding as of December 31, 2017 and 2016 |  |                   | 5,557      |   |                   |  
|Additional paid-in capital                                                                                                                |  |                   | 9,365,612  |   |                   |  
|Accumulated deficit                                                                                                                       |  |                   | (9,514,610 | ) |                   |  
|TOTAL STOCKHOLDERS’ DEFICIT                                                                                                               |  | $                 | (143,441   | ) |                   | $
|                                                                                                                                          |  |                   |            |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                               |  | $                 | -          |   |                   | $



The accompanying notes are an integral part of these financial statements.





15







Protect
Pharmaceutical Corporation

Statements
of Operations



|                                                      |  | For the year ended |          
|----------------------------------------------------- |  | ------------------ | ---------
|                                                      |  | December 31,       |          
|                                                      |  | 2017               |          
|                                                      |  |                    |          
|REVENUES                                              |  | $                  | -        
|                                                      |  |                    |          
|OPERATING EXPENSES                                    |  |                    |          
|Professional fees                                     |  |                    | 115,200  
|Executive compensation                                |  |                    | -        
|General & administrative                              |  |                    | 200      
|TOTAL OPERATING EXPENSES                              |  | $                  | 115,400  
|                                                      |  |                    |          
|OPERATING LOSS                                        |  | $                  | (115,400 
|                                                      |  |                    |          
|Interest expense                                      |  |                    | 7,211    
|                                                      |  |                    |          
|LOSS BEFORE TAXES                                     |  | $                  | (122,611 
|                                                      |  |                    |          
|Taxes                                                 |  |                    | -        
|                                                      |  |                    |          
|NET LOSS                                              |  | $                  | (122,611 
|                                                      |  |                    |          
|BASIC LOSS PER SHARE OF COMMON STOCK                  |  | $                  | (0.11    
|                                                      |  |                    |          
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING         |  |                    | 1,111,460
|                                                      |  |                    |          
|DILUTED LOSS PER SHARE OF COMMON STOCK                |  | $                  | (0.10    
|                                                      |  |                    |          
|DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |                    | 1,204,815



The
accompanying notes are an integral part of these financial statements.



16







Protect
Pharmaceutical Corporation

Statements
of Stockholders’ Deficit



|                                              |  |              |           |  |         |   |       | Additional  |  |   |               |  |  | Total   |           
|--------------------------------------------- |  | ------------ | --------- |  | ------- | - | ----- | ----------- |  | - | ------------- |  |  | ------- | ----------
|                                              |  | Common Stock |           |  | Paid-In |   |       | Accumulated |  |   | Stockholders’ | 
|                                              |  | Shares       |           |  | Amount  |   |       | Capital     |  |   | Deficit       |  |  | Deficit |           
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Balance, December 31, 2015                    |  |              | 1,111,460 |  |         | $ | 5,557 |             |  | $ | 9,244,288     |  |  | $       | (9,350,292
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Services contributed by officers              |  |              |           |  |         |   |       |             |  |   | 4,150         |  |  |         |           
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Accounts payable paid by shareholder          |  |              |           |  |         |   |       |             |  |   | 72,225        |  |  |         |           
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Forgiveness of related party notes payable    |  |              |           |  |         |   |       |             |  |   | 44,949        |  |  |         |           
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Net loss for the year ended December 31, 2016 |  |              |           |  |         |   |       |             |  |   |               |  |  |         | (41,707   
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Balance, December 31, 2016                    |  |              | 1,111,460 |  |         | $ | 5,557 |             |  | $ | 9,365,612     |  |  | $       | (9,391,999
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Net loss for the year ended December 31, 2017 |  |              |           |  |         |   |       |             |  |   |               |  |  |         | (122,611  
|                                              |  |              |           |  |         |   |       |             |  |   |               |  |  |         |           
|Balance, December 31, 2017                    |  |              | 1,111,460 |  |         | $ | 5,557 |             |  | $ | 9,365,612     |  |  | $       | (9,514,610



The
accompanying notes are an integral part of these financial statements



17







Protect
Pharmaceutical Corporation

Statements
of Cash Flows



|                                                                            |  | For the year ended |         
|--------------------------------------------------------------------------- |  | ------------------ | --------
|                                                                            |  | December 31,       |         
|                                                                            |  | 2017               |         
|OPERATING ACTIVITIES                                                        |  |                    |         
|Net loss                                                                    |  | $                  | (122,611
|                                                                            |  |                    |         
|Adjustments to reconcile net loss to net cash provided by operations:       |  |                    |         
|Convertible note issued for professional services                           |  | $                  | 101,000 
|Capital contributed by a shareholder                                        |  |                    | -       
|Expenses paid on behalf of the company                                      |  |                    | -       
|Changes in operating assets and liabilities:                                |  |                    |         
|Accounts payable                                                            |  |                    | (9,000  
|Accounts payable - related party                                            |  |                    | 24,400  
|Interest payable                                                            |  |                    | 6,211   
|Total adjustments to reconcile net loss to net cash provided by operations: |  |                    | 122,611 
|                                                                            |  |                    |         
|Net cash used in operating activities                                       |  | $                  | -       
|                                                                            |  |                    |         
|INVESTING ACTIVITIES                                                        |  |                    |         
|                                                                            |  |                    |         
|Net cash provided by investing
    activities                               |  | $                  | -       
|                                                                            |  |                    |         
|FINANCING ACTIVITIES                                                        |  |                    |         
|Advances from related party                                                 |  |                    | -       
|                                                                            |  |                    |         
|Net cash provided by financing activities                                   |  | $                  | -       
|                                                                            |  |                    |         
|NET CHANGE IN CASH                                                          |  | $                  | -       
|                                                                            |  |                    |         
|CASH AT BEGINNING OF PERIOD                                                 |  |                    | -       
|CASH AT END OF PERIOD                                                       |  |                    | -       
|                                                                            |  |                    |         
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |                    |         
|                                                                            |  |                    |         
|NON-CASH FINANCING ACTIVITIES                                               |  |                    |         
|                                                                            |  |                    |         
|Convertible note issued for professional services                           |  | $                  | 101,000 



The
accompanying notes are an integral part of these financial statements.



18







NOTE
1 - FINANCIAL STATEMENTS



The
accompanying financial statements have been prepared by the Company has been audited. 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 December 31, 2017 and for all periods presented herein, have been made.



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.



In
addition, the inability of The Company to become current in periodic reporting obligations under the federal securities laws during
the fourth 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



Accounting
Method



These
financial statements and related notes are presented in accordance with accounting principles generally accepted in the United
States. The Company’s fiscal year-end is December 31.



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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.



Cash
and Cash Equivalents



The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
As of December 31, 2017 and 2016 the Company had $0 and $0 of cash and cash equivalents, respectively.



Revenue
Recognition



The
Company will recognize revenue from the performance of its services and/or sale of its products in accordance with ASC 605 “Revenue
Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is provided, product is delivered, and collectability is assured.



Revenue
from Contracts with Customers



The
Company applies Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts
with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should
recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to
which it expects to be entitled in exchange for those goods or services. This new guidance is effective for annual reporting periods
beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard on
April 1, 2017 and has chosen to apply the standard using modified retrospective approach. Under the modified approach, financial
statements are prepared for the year of adoption using the new standard, but prior periods presented will not be adjusted. The
Company also determined that a cumulative catch-up adjustment to the opening balance of retained earnings was not necessary due
to a lack of revenue in 2017.



19







Advertising
Costs



The
Company follows the policy of expensing advertising costs during the period in which they are incurred. The Company incurred no
advertising costs during the years ended December 31, 2017 and 2016, respectively.



Stock-based
Compensation



The
Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all share-based compensation awards granted on or after January 1, 2006, based on the
grant-date fair value estimated in accordance with the provisions of ASC 718. During the years ending December 31, 2017 and 2016,
the Company issued $0 and $0, respectively, in share-based payments for services.



Provision
for Taxes



The
Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability
method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured
by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years.
Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets
when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.



Going
Concern



The
Company applies Accounting Standards Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic
205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides
guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s
ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual
period ending after December 15, 2016, with early application permitted. The Company adopted this standard on December 15, 2016.



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 earnings per share is calculated by dividing the Company’s net income
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 was a convertible note in default as of December 31, 2017 that was subsequently converted into 246,918 shares of common
stock on December 11, 2018.



|                                        |  | For the year ended |          
|--------------------------------------- |  | ------------------ | ---------
|                                        |  | December 31,       |          
|                                        |  | 2017               |          
|BASIC LOSS PER COMMON SHARE             |  |                    |          
|Net loss (numerator)                    |  | $                  | (122,611 
|Common shares outstanding (denominator) |  |                    | 1,111,460
|Per share amount                        |  | $                  | (0.11    
|                                        |  |                    |          
|DILUTED LOSS PER COMMON SHARE           |  |                    |          
|Net loss (numerator)                    |  | $                  | (122,611 
|Common shares outstanding (denominator) |  |                    | 1,204,815
|Per share amount                        |  | $                  | (0.10    



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.”



20







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 December 31, 2017 and December 31, 2016, respectively, the related party payable outstanding balance totaled $35,280
and $10,880, respectively. These payables are non-interest bearing, unsecured, and are due on demand.



NOTE
5 – CONVERTIBLE NOTES



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% interest rate in the case that the principle is not paid off in full
by the maturity date. The value of the Convertible Note, plus the amount of all expenses incurred by the Holder relating to the
conversion of this Note into shares of Common Stock, can be converted into shares of PRTT Common Stock at $0.0001 par value per
share.



On
February 8, 2018, Trident assigned the Convertible Note to Global Startup League LLC (“Global”) a Florida Limited
Liability Company.



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
Companyreached a settlement with Global on September 14, 2018,
including a release, and had PRTT’s transfer agent issue 246,918 shares of Common Stock to Global to satisfy the obligation.
Interest payable on the Convertible Note as of December 31, 2017 and 2016 was $6,211 and $0, respectively.



NOTE
6 – INCOME TAXES



The
Company provides for income taxes under ASC 740 “Tax Provisions.” ASC 740 requires the use of an asset and liability
approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to
reverse.



ASC
740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized.



21







The
provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate
of 35% to net loss before provision for income taxes for the following reasons:



|                                     |  | For the year ended |           
|------------------------------------ |  | ------------------ | ----------
|                                     |  | December 31,       |           
|                                     |  | 2017               |           
|Income tax expense at statutory rate |  | $                  | (42,914   
|Contributed services                 |  |                    | -         
|Change in valuation allowance        |  |                    | 42,914    
|Income tax expense per books         |  | $                  | -         
|                                     |  |                    |           
|NOL carryover                        |  | $                  | (2,986,331
|Contributed services                 |  |                    | 2,652,102 
|Change in valuation allowance        |  |                    | 334,229   
|Net deferred tax asset               |  | $                  | -         



Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $2,986,331 for federal
income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards
may be limited as to use in future years.



Certain
tax attributes are subject to an annual limitation as a result of the change of control as defined under Internal Revenue Code
Section 382.



NOTE
7 – SUBSEQUENT EVENTS



We
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 to satisfy the obligation.



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.



22







Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item
9A. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



As
of the end of the period covered by this annual report, management, with the participation of our chief executive officer and
principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our “disclosure
controls and procedures”, as defined in the Securities Exchange Act of 1934, Rules 13a-15(e) and 15-d-15(e). Based upon
that evaluation, our principal executive officer and financial officer concluded that as of November 2017, and thereafter, our
disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is:



(i)
recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and



(ii)
accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.



Management
has retained a CFO consulting service, a certified public accounting firm, and legal counsel to bring systems up to compliance
levels and to assure timely reporting as required by SEC rules.



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. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. 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.



23







Management’s
Annual Report on Internal Control Over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our control
system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that:



| | ● | pertain
    to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of
    our assets;                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                              
| | ● | provide
    reasonable assurance that the transactions are recorded as necessary to permit preparation of the financial statements in
    accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper
    authorizations; and
| |   |                                                                                                                                                                                                                                                                                              
| | ● | provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
    that could have a material effect on the financial statements.                                                                                   



Because
of inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Management,
including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control
over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting – Guidance
for Smaller Public Companies.Based on our assessment and those criteria, our management concluded that our internal control
over financial reporting was ineffective as of April 1, 2017. Counsel, certified public accountants, and outside consultants have
been retained to bring reporting and internal controls up to standards.



Changes
in Internal Control over Financial Reporting



There
have been no significant changes in our internal controls over financial reporting or in other factors that could materially affect,
or would be likely to materially affect, our internal controls over financial reporting subsequent to the date we carried out
our evaluation.



Item
9B. Other Information.



The
registrant must disclose under this item any information required to be disclosed in a report on Form 8-K during the fourth quarter
of the year covered by this Form 10-K, but not reported, whether or not otherwise required by this Form 10-K. If disclosure of
such information is made under this item, it need not be repeated in a report on Form 8-K which would otherwise be required to
be Þled with respect to such information or in a subsequent report on Form 10-K.



The
affirmed transactions in fourth quarter 2017, together with the others not yet reported on form 8-k in 2017, are discussed in
Item 1, and the relevant documents showing same are listed at Part IV, Item 15 and are attached
to this report.



24







PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



(a)
Identification of Directors:



(i)
Una J. Taylor



Age:
43

Positions/Offices:
Chief Executive Officer, President, Secretary, Treasurer, Board Member

Term
of Office: Until successor is nominated and qualified

Prior
terms: Served from and after reorganization in 2016 until June 2017 as CEO and Board member.

Re-commenced
Board and officer service November 2017.

Other
contractual arrangements: None



(ii)
Wajed Salem



Age:
57

Positions/Offices:
Board Member

Term
of Office: Until successor is nominated and qualified

Prior
terms: Elected to Board November 2017, renamed to same by Shareholder action without meeting

January
30, 2019.

Other
contractual arrangements: None



Item
405: Section 16 Reporting Persons



Una
J. Taylor is an owner of more than 10% of the company’s shares, as of November 2017, and is submitting SEC Form 5 in compliance
with SEC Section 16 requirements along with this 10-k and other catch-up financial and substantive reporting for the period after
Q2 2017.



Item
407 (e): Compensation Committee



None.
Una J. Taylor owns 93% of the voting power of all stock in the company, and the rest is closely held. Within the limits of state
law providing appraisal and dissenter’s rights, if any, she may determine any transaction and set any compensation level
wished, and no committee process is needed or appropriate.



Item
11. Executive Compensation.



No
compensation was deferred or accrued in 2017, since company lacked cash flow.



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



No
non-employee stock compensation plans are now in effect, and no employee plan provides any stock issuance rights.



Item
13. Certain Relationships and Related Transactions, and Director Independence.



Item
404: No related party transactions apart from a related party payable due to Una J. Taylor for expenses paid on behalf of
the Company in the first quarter of 2017.



Item
407(a) of Regulation S-K: There are no independent directors.



Item
14. Principal Accounting Fees and Services.



We
do not have an audit committee and as a result, our entire board of directors performs the duties of an audit committee. Our board
of directors will approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit
services. As a result, we do not rely on pre-approval policies and procedures.



25







Audit
Fees



The aggregate fees for professional services
rendered by the Company’s independent auditors, Montgomery Coscia Greilich LLP in relation to 2017 and 2016, for
the audit of the Company’s annual financial statements and review of quarterly financial statements in connection with the
regulatory filings were $15,000 and $5,000, respectively. The Company also paid $10,000 for professional services
rendered by the Company’s predecessor auditors, in relation to 2016, for the audit of the Company’s
annual financial statements and reviews of the quarterly financial statements as of and for the year ended December 31, 2016.



Audit-Related
Fees



For
the years ended December 31, 2017 and 2016, no fees were billed for assurance and related services by Montgomery Coscia
Greilich LLP which were not reported under the caption “Audit Fees”
above.



Tax
Fees



For
the years ended December 31, 2017 and 2016, no fees were billed for tax compliance, tax advice, and tax planning by Montgomery
Coscia Greilich LLP.



All
Other Fees



The
Company did not pay any other fees in each of the last two fiscal years for products and services provided by the Montgomery Coscia
Greilich LLP, other than the services reported in Audit Fees above.



26







PART
IV



Item
15. Exhibits, Financial Statement Schedules.



|Exhibit
    No. |  | Exhibit
    Name                                                                                                                                    
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                     
|3.1*            |  | Articles of Incorporation                                                                                                                           
|3.2*            |  | Certificate of Amendment – Capitalization Change                                                                                                    
|3.3*            |  | Certificate of Amendment – Name Change 2006                                                                                                         
|3.4*            |  | Certificate of Amendment – Name Change 2010                                                                                                         
|3.5*            |  | By-Laws                                                                                                                                             
|4.1*            |  | Instrument defining rights of holders – Specimen Stock Certificate                                                                                  
|4.2**           |  | Certificate of Amendment – Share Authorization                                                                                                      
|14.1***         |  | Financial Code of Ethics                                                                                                                            
|31.1            |  | Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley act of 2002                                                
|31.2            |  | Certificate of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley act of 2002                                               
|32.1            |  | Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley act of 2002 
|32.2            |  | Certificate 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
|101
    INS     |  | XBRL
    Instance Document                                                                                                                          
|101
    SCH     |  | XBRL
    Taxonomy Extension Schema Document                                                                                                         
|101
    CAL     |  | XBRL
    Taxonomy Calculation Linkbase Document                                                                                                     
|101
    DEF     |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                            
|101
    LAB     |  | XBRL
    Taxonomy Labels Linkbase Document                                                                                                          
|101
    PRE     |  | XBRL
    Taxonomy Presentation Linkbase Document                                                                                                    



|*   | Previously
    filed as exhibit to Form 10 filed on June 8, 2010.       
|--- | ------------------------------------------------------------------------
|**  | Previously
    filed as exhibit to Form 10-Q filed on February 7, 2019. 
|*** | Previously
    filed as exhibit to Form 8-K filed on September 20, 2016.



Item
16. Form 10–K Summary.



No
summary provided.



27







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.



(Registrant)
Protect Pharmaceuticals Corporation










|By: | /s/
    UNA TAYLOR          | 
|--- | --------------------------- | 
|    | Una
    Taylor              | 
|    | Chief
    Executive Officer | 



Date:
February 27, 2019



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|By: | /s/
    UNA TAYLOR                 | 
|--- | ---------------------------------- | 
|    | Una
    Taylor                     | 
|    | Chief
    Executive Officer        | 
|    | (Principal
    Accounting Officer) | 



Date:
February 27, 2019



|By: | /s/
    UNA TAYLOR                | 
|--- | --------------------------------- | 
|    | Una
    Taylor                    | 
|    | Chief
    Executive Officer       | 
|    | (Principal
    Executive Officer) | 



Date:
February 27, 2019



Supplemental
Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act



No
annual report was provided to security holders.



No
proxy statements were sent to security holders.



28