As filed with the Securities and Exchange Commission on June 8, 2010
 Registration No. 000–________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRANTS OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Protect Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)

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

759 Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006
(Address of principal executive officers) (Zip Code)

Registrant’s telephone number, including area code:  (973) 568-1617

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

Title of each class
Name of each exchange on which
to be so registered
each class is to be registered
   
N/A
N/A

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

Common Stock, $0.005 par value
(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
(Check one)
¨
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x
Smaller reporting company
(Do not check if a smaller reporting company)

 
 

 

Protect Pharmaceutical Corporation

FORM 10

TABLE OF CONTENTS

   
PAGE
       
Item 1.
Business
3
 
       
Item 1A.
Risk Factors
14
 
       
Item 2.
Financial Information
24
 
       
Item 3.
Properties
27
 
       
Item 4.
Security Ownership of Certain Beneficial Owners and Management
27
 
       
Item 5.
Directors and Executive Officers
28
 
       
Item 6.
Executive Compensation
29
 
       
Item 7.
Certain Relationships and Related Transactions and Director Independence
29
 
       
Item 8.
Legal Proceedings
30
 
       
Item 9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
30
 
       
Item 10.
Recent Sales of Unregistered Securities
32
 
       
Item 11.
Description of Registrant’s Securities to be Registered
32
 
       
Item 12.
Indemnification of Directors and Officers
32
 
       
Item 13.
Financial Statements and Supplementary Data
33
 
       
Item 14.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
33
 
       
Item 15.
Financial Statements and Exhibits
34
 
       
 
Signatures
S-1
 

 
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EXPLANATORY NOTE

You should rely only on the information contained in this registration statement or in a document referenced herein.  We have not authorized anyone to provide you with any other information that is different.  You should assume that the information contained in this registration statement is accurate only as of the date hereof except where a different specific date is set forth.

To simplify the language in this registration statement, Protect Pharmaceutical Corporation, a Nevada corporation, is also referred to herein as “Protect”, the “company”, “we,”, “our”, “us” or similar terms.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement contains forward-looking statements that involve substantial risks and uncertainties.  These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our industry, our beliefs and assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “scheduled,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and which could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements speak only as of the date hereof and caution should be taken not to place undue reliance on any such statements. Forward-looking statements are subject to certain events, risks and uncertainties that may be beyond our control.  When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this registration statement as they identify certain important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.  These factors include, among others, risks described under Item 1A and elsewhere in this registration statement.

Information regarding market and industry statistics contained in this registration statement is included based on information available to us which we believe is accurate. We cannot assure the accuracy or completeness of such data included in this registration statement.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

When this registration statement becomes effective, we will begin to file reports, proxy statements, information statements and other information with the United States Securities and Exchange Commission (“ SEC ”).  You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room.  Our SEC filings will also be available to the public from commercial document retrieval services and at the Website maintained by the SEC at http://www.sec.gov .
.
Item  1.         Business

Business Development

History

Protect Pharmaceutical Corporation was originally incorporated in the state of Idaho on August 5, 1987, under the name of Interstate Mining and Development Properties, Inc. for the purpose of engaging in the acquisition and development of mining prospects.  The company staked certain gold placer mining claims, however the claims did not yield a sufficient amount of ore and the company never became profitable.  Operational activities were halted in approximately 1989.

 
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The company remained inactive until January 9, 1996 when it was reinstated in the State of Idaho.  On August 2, 1996, the company changed its name to Interstate Development, Inc. During that same month H. Deworth Williams and Geoff Williams acquired controlling interest of the company through the purchase of common stock from the company’s two largest shareholders.  The company then became  engaged in the search for and evaluation of prospective business opportunities and, if justified, potentially to acquire and/or merge with one or more businesses or business opportunities.

On July 3, 2006 at a special meeting of stockholders, the stockholders approve the change of the corporation’s domicile from Idaho to Nevada.  Stockholders also approved the acquisition of Nanolution Technologies, Inc., a Delaware corporation focused on developing technologies for medical devices, device coatings, and pharmaceutical dosage forms to repurpose drugs and develop novel, improved drug delivery methods for existing, approved drugs.  However, the acquisition was never finalized and was abandoned.

On December 14, 2006, the change of domicile to Nevada was finalized by way of merging with and into Interstate Acquisition, Inc. (incorporated in Nevada on June 15, 2006) for the sole purpose of changing domicile.  The Idaho entity was then dissolved.  On December 15, 2006, we changed the name of the Nevada entity to Pro-Tect, Inc. and continued to explore possible business opportunities.

In January 2008, we began preliminary discussions with Medvices Corporation concerning the possible acquisition of certain technology and related proprietary, manufacturing, marketing and distribution rights related to the technology.  An agreement to acquire the technology was reached in January 2009.  The Medvices technology related to certain processes and equipment of a selected algae cultivation used for production of health products and cosmetics.  However, no operations were conducted in connection with the technology and the acquisition was abandoned later in 2009.

On February 12, 2010, we entered into a Patent Acquisition Agreement with Nectid, Inc., a privately held Princeton, New Jersey based company, whereby we acquired from Nectid a portfolio of pending patent applications relating to three drug delivery technologies:

 
A gastro-retentive platform for drugs that otherwise have short time windows for absorption:

 
An abuse deterrent platform for prescription drugs that are prone to abuse, especially narcotic pain-killers; and

 
A once-daily platform that allows two or more drugs commonly taken in combination to be delivered via a single dose with fewer side effects.

Ramesha Sesha, President of Nectid and the inventor of all the acquired technology, has joined the company as Chief Operating Officer and Chief Scientific Officer.

Consideration for the acquired patent applications consisted of 7,000,000 shares of Protect common stock, 5,000,000 shares issuable upon the closing and 2,000,000 shares upon realizing financing of $2.0 million.  As a result of the acquisition, we are proceeding with a comprehensive program to develop and commercialize the acquired drugs and related technologies.  In March 2010 we relocated our principal offices to West Caldwell, New Jersey and installed a new Board of Directors consisting of Bill Abajian, Ramesha Sesha, Anna Gluskin and Anthony Pichelli.  Mr. Pichelli resigned in May 2010 for personal reasons and was replaced by Dr. Gerald Bernstein.

On March 25, 2010, in order to reflect our current business our board of directors unanimously agreed to change the corporate name to Protect Pharmaceutical Corporation.  The name change was  approved by the written consent a majority of the outstanding shares of common stock.  A Certificate of Amendment was filed with the State of Nevada on April 26, 2010 to reflect the change.

Our principal offices are currently located at 759 Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006 and our telephone number is(973) 568-1617.  We also maintain a Website at http://www.protectpharma.com .

 
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We are voluntarily filing this registration statement in order to make information concerning our company more readily available to the public.  As a result of filing this registration statement, we become obligated to file with the SEC certain interim and periodic reports, including an annual report containing audited financial statements.

Current Business

Protect is engaged in developing drug delivery technologies and solutions through innovative dosing and/or delivery.  Using the portfolio of patents applications acquired from Nectid, Inc., our goal is to develop innovative drug delivery technologies and drugs that will improve the quality of life for people who suffer from pain.  In doing so we are focusing on the research, development, and commercialization of drug delivery technologies that minimize the pharmaceutical dose, frequency, and side affects.

While the oral route is the most convenient method of drug administration, we believe there is a need to develop advances in oral drug delivery technologies that can make significant differences in (i) enhancing patient compliance, (ii) drug bioavailability, (iii) preventing abuse of prescription drugs and (iv) reducing dosages.  Although there are a number of once daily drugs and a number of combination drugs on the market, we believe that there is not a single once daily combination drug approved for treating pain.  Similarly, one of the significant challenges in oral drug delivery is to develop gastric retention platforms for long-term (ranging from 6 to 24 hours) delivery of drugs by oral administration. Additionally, prescription drug abuse is a major social and medical issue and efforts to develop abuse deterrent drug delivery design have met with limited success.

Management believes that the application of drug delivery platform technologies to pain drugs provides a significant business opportunity because fewer new pain drugs are being developed.  Also, potential demand for pain drugs will be driven by the increasing demographic segment of elderly population who often consume pain drugs over a long period of time.  Medical efforts to treat pain, known as pain management, addresses a large market. Clinical pain is a worldwide problem with serious health and economic consequences.

Further, although most people take medicines only for the reasons their doctors prescribe them, prescription drug abuse remains a serious problem in the United States and around the world.   The major abused drugs include narcotic painkillers, sedatives and tranquilizers, and stimulants.  Abuse of prescription drugs to get high has become increasingly prevalent among teens and young adults.  Thus, there is a serious need to develop abuse deterrent drugs and abuse deterrent drug delivery systems that can be used to minimize prescription drug abuse.

Glossary of Terms

To better understand the information provided in this registration statement, we are including the following description of some of the terms used herein.

Fibromyalgia Syndrome (FMS) : A complex, chronic condition that causes widespread pain and severe fatigue. FMS is a syndrome because it is a set of signs and symptoms that occur together, affecting muscles and their attachments to bones.

GABA Analog Therapy : y-Aminobutyric acid (GABA) is the chief inhibitory neurotransmitter in the mammalian central nervous system. It plays a role in regulating neuronal excitability throughout the nervous system. In humans, GABA is also directly responsible for the regulation of muscle tone. GABA Analogues are modulators and they include gabapentin, pregabalin that binds to a (alpha2delta) subunit of the voltage-dependent calcium channel in the central nervous system. This reduces calcium influx into the nerve terminals thereby reducing the neorpathic and other pain.

Naloxone Methiodide and Methyl Naltrexone :  Methylnaltrexone (MNTX, trade name Relistor) and Naloxone Methiodide are opioid antagonists that act to reverse some of the side effects of opioid drugs (for example Tramadol)  such as constipation without affecting analgesia or precipitating withdrawals.

 
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Neuropathic Pain :  Neuropathic pain results from damage to or dysfunction of the peripheral or central nervous system, rather than stimulation of pain receptors. Although neuropathic pain responds to opioids, treatment is often with adjuvant drugs such as antidepressants, anticonvulsants, baclofen and  topical drugs.

Opioid : A chemical that works by binding to opioid receptors, which are found principally in the central nervous system and the gastrointestinal tract.  The receptors in these organ systems mediate both the beneficial effects and the side effects of opioids.

Postherpetic Neuralgia :  Postherpetic neuralgia is a kind of pain involving damage to restricted regions of the peripheral nervous system.  PHN is, therefore, a type of neuropathic pain that has a regional topographic restriction.  Current clinical practitioners use, among others, Pregabalin, Gabapentin, anti-depressants such as Cymbalta/Nucynta, traditional painkillers like tramadol and Oxycontin, and localized patches like lidocaine and capsaicin.

Pregabalin/Gabapentin :  Analogues of γ -Aminobutyric acid (GABA), the chief inhibitory neurotransmitter in the mammalian central nervous system.

Tapentadol/Tramadol :  Tapentadol and Tramadol are synthetic opioid drugs, similar to morphine and Oxycodone that occur naturally, which modulate mu-opioid and other pain receptors to reduce pain.

Technologies

The acquired patent applications enable three key drug delivery platform technologies: Once daily (“ Pro24™ ”), gastro-retentive (“ ProRet™ ”) and abuse-deterrent (“ ProProof™ ”) platform technologies.  Our technologies are intended to deploy these three proprietary drug delivery technologies to enable a number of new-generation drugs with enhanced clinical benefits in multiple therapeutic areas.  Our primary focus is to develop novel and clinically efficient drugs for chronic and acute pain.

Pro24™: This is an innovative technology used to develop very high potency, controlled-release tablets that enable drug release over a 24-hour period. Pro24™ platform can be used for both single and combination drugs where the release of one or both drugs can be controlled over a period.  The product design involves both osmotic and non-osmotic cores that optionally involves spherical and layered active agents whose release is protected by one or more coatings.  The cores can also include drug matrices depending on the characteristics of an active agent.

ProRet™:   ProRet™ is a unique gastro-retentive delivery platform to formulate drugs with a narrow absorption window. ProRet™ gastro-retentive systems can remain in the gastric region for several hours thus significantly prolonging the absorption window for a number of key drugs.  ProRet™ system includes both prolonged resident osmotic cup and pouch based delivery of drugs over 24 hours. We believe ProRet™’s prolonged gastric retention improves bioavailability, reduces drug waste, and improves solubility for drugs that are less soluble in a high pH environment.  Its applications include those that require local drug delivery to the stomach and proximal small intestines.

ProProof™ : ProProof™ abuse-deterrent formulations platform limits the abuse potential of drugs that are prone for abuse. The technology uses twin methods of efficacy enhancement and abuse neutralization to achieve its objectives.  We believe ProProof™ has the potential to reduce specific forms of prescription opioid abuse and can be applied to a number of prescription drugs that are prone for abuse.

According to the current understanding of pain treatment methods, opioid painkillers produce their pain relieving effect by activating an inhibitory pathway in the nervous system.  Inhibitory pathways inhibit the transmission of pain signals into the brain.  There are reports that opioids also stimulate an excitatory pathway in the nervous system. The excitatory pathway partially counteracts pain inhibition and is believed to be a major cause of adverse side effects associated with opioid use, including the development of tolerance and addiction.  At the normal clinical doses, the activation of the excitatory pathway was previously undetected probably due to masking by the inhibitory pathway.  We believe that the selective blockade of the excitatory pathway promotes the pain relieving potency of opioid by blocking the excitatory pain-enhancing effect.

 
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We believe that the excitatory pathway plays an important role in modulating the adverse side effects of opioid use and low doses and that opioid antagonists can enhance the clinical efficacy of the opioids.  In the product designs enabled by the acquired patent applications, this efficacy enhancement is combined with the abuse deterrence using either the same or a different antagonist, either singly or in combination with a gelling agent or an irritating agent.  The design uses activity modifiers, physical barriers to tampering, agonist-antagonist formulations and aversion agents.  It is our belief that ProProof™ has the potential to reduce specific forms of prescription opioid abuse.

We believe our platform technologies enable drugs that offer enhanced pain relief either at lower dosages and or reduced tolerance/physical dependence or addiction potential as compared to many of today’s commonly prescribed opioid painkillers.  If approved by the FDA, we believe our drugs could replace many commonly used opioid painkillers, diabetic neuropathic pain and fibromyalgia treatments. We also believe our drugs could be used in chronic pain cases where physicians have been reluctant to prescribe opioid painkillers due to concerns about adverse side effects or addiction.

Business Development Strategies

Our business strategy is focused on the development and commercialization of differentiated products based on our proprietary oral drug delivery technologies acquired from Nectid.  We plan to combine known molecules with innovative proprietary technologies to enhance the therapeutic potential of existing medications that could possibly provide a revenue stream through licensing and royalty.  Project selection is based on a clear, unmet and under-served market, large business potential and strong intellectual property protection with innovation.

In the near term, we intend to proceed with a comprehensive program to develop and commercialize once-daily drugs for diabetic neuropathic pain, fibromyalgia, postherpetic neuralgia and epilepsy.  We also have future plans to develop and commercialize once-daily opioid combinations as well as abuse-deterrent opioid combinations for moderate to severe pain.

We intend to optimize the use and value of our drug delivery technologies in three ways. First, we are seeking to assemble a number of pharmaceutical products that can be highly differentiated from existing versions of the compounds upon which they are based.  These unique drugs may be promoted together within a specialty pharmaceutical field, such as pain and ER specialists.

Second, we plan to out-license product candidates after we have increased their value through our formulation and clinical development efforts.  Third, we plan to enter into collaborative partnerships whereby the unique capabilities of our technology can provide value to a partner's product, particularly for non-analgesic drug markets.

Our goal is to be a drug delivery company focusing on developing better drugs, initially for pain and later for therapeutic areas. Our proprietary technologies can be applied not just to pain drugs, but across therapeutic sectors like psychiatric disorders and Alzheimer’s disease, where better medication and compliance improves the clinical benefits and quality of life. We intend to achieve this goal by:

Building Proprietary Drug Delivery Platforms: We intend to strengthen the three drug delivery technologies; ProRet™ , ProProof™  and Pro24™ , that can be used to develop novel and efficient drugs.  While these platform technologies enable a number of new-generation of drugs with improved clinical benefits in multiple therapeutic areas, we are focusing initial resources to develop pain drugs, more specifically abuse deterrent opioids, once daily drugs to treat moderate to severe pain, diabetic neuropathic pain and fibromyalgia. We believe our drugs will offer better clinical efficacy with enhanced pain relief and often at lower doses compared to existing drugs.  In case of its abuse deterrent drugs, our technologies could provide reduced tolerance/physical dependence or addiction potential without compromising the extent of pain.  If approved by the Food and Drug Administration (“ FDA ”), we believe our proprietary drugs could replace certain existing pain drugs commonly used to treat moderate to severe pain, diabetic neuropathic pain and fibromyalgia.

 
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Building a Drug Franchise in Pain Medications:   We intend to develop drugs that we believe may have broad use for patients with moderate to severe pain, diabetic neuropathic pain and to treat fibromyalgia. We believe this approach may help alleviate physicians’ current tendency to under-prescribe opioid painkillers and prescribe off-label drugs for diabetic neuropathic pain and fibromyalgia

Focusing on Clinical Development and Late Stage Products:   We believe that our clinical development focus will enable us to generate product revenues earlier than if we were discovering and developing new chemical entities.  We also believe this focus enables us to explore a wider range of product candidates

Retaining Significant Rights:   We currently retain worldwide commercialization rights to all of our technology and pain management product candidates in all markets and indications.  In general, we intend to independently develop product candidates through late-stage clinical trials. As a result, we expect to capture a greater percentage of the profits from drug sales than we would if we out-licensed our drugs earlier in the development process.  In market segments that require large or specialized sales forces, such as the market for opioids or diabetic neuropathic pain products, we may seek sales and marketing alliances with third parties. We believe that such alliances will enable us to deploy our resources effectively and commercialize our drugs rapidly and cost-effectively.

Using Our Technology to Develop Multiple Drugs for Both Pain and Non-Pain Indications:   We are initially focusing our efforts on developing pain drugs.  However, we believe our technology can be broadly applied to additional therapeutic areas enabling us to target wider and deeper business opportunities.

Outsourcing Key Functions:   We intend to outsource preclinical studies, clinical trials, formulation and manufacturing. We believe outsourcing will produce significant time savings and allow for more efficient deployment of our resources.

Products in Development

We currently have other proprietary drug candidates in various stages of development.  We use our proprietary technologies, ProRet™, ProProof™ and Pro24™  to develop novel drugs.  We are developing a number of products to the proof of concept stage before seeking a partner.

PRTT-100:   PRTT-100 is a synergistic combination of Pregabalin/Gabapentin with Tapentadol/Tramadol. The product is developed using our 24-hours proprietary delivery platform, Pro24™.  We anticipate that PRTT-100 will enable significant reduction in the dosage of Pregabalin /Gabapentin without compromising the extent of pain relief.

PRTT-200:   PRTT-200 is a gastro-retentive once daily calcium channel inhibitor to treat diabetic neuropathic pain and fibromyalgia.  It uses Protect’s proprietary gastro-retentive platform ProRet™ to overcome absorption window challenges.

PRTT-300:   PRTT-300 is an abuse deterrent once daily opioid combination with antagonist that provides significant clinical benefit over existing opioid formulations.  It uses Protect’s proprietary abuse deterrent platform ProProof™ design.  We expect that PRTT-300 will enhance analgesic property by minimizing the side effects of nausea, vomiting, dizziness and head ache.

Other Product Candidates

Our acquired patent applications and technologies also enable us to explore the possible development of other analgesic drugs that are currently being formulated and evaluated.  These include the following:

 
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PRTT-400:   PRTT-400 is a once daily abuse deterrent opioid formulation with a second analgesic. If successful, it would be the first once daily and first abuse deterrent combination of two or more drugs. Though there are number of once daily opioids and combinations, we are not aware of a single approved once daily combination of two analgesic drugs.

PRTT-500:   PRTT-500 is a combination of an opioid and selective peripheral opioid receptor Antagonist such as Methyl Naltrexone or Naloxone Methiodide.  Peripheral opioid receptors are responsible for opioid induced constipation, opioid induced respiratory depression and post operative nausea.  We believe that approximately half of opioid users are affected by opioid induced constipation.  PRTT-500 is intended to provide a novel delivery system that is devoid of opioid induced respiratory depression.

There is no assurance that we will successfully complete development of any of the above projects in the near future or than any project will result in a commercially viable product.  We do not plan to conduct significant clinical activities on these projects until such time as we have additional funding to advance the projects.

Research and Development

We have not made any expenditures on research and development activities prior to acquiring the patent applications from Nectid.  Because we have no research facilities and limited qualified personnel, we intend to rely on collaborative agreements with other companies to conduct our research and development activities.  We intend to rely on contractual partners to formulate, test, supply, store and distribute drug supplies for our clinical trials.  Presently, we have not entered into any such agreements and there is no assurance that we can secure a favorable partnership arrangement in the future.

Our near term goal is to proceed with a comprehensive program to develop and commercialize once-daily drugs for diabetic neuropathic pain, fibromyalgia, postherpetic neuralgia and epilepsy.  Subsequently and as capital and resources permit, we intend to develop and commercialize once-daily opioid combinations as well as abuse-deterrent opioid combinations for moderate to severe pain.  In order to conduct our research and development activities we will have to raise capital, most likely through a private placement of our securities.  We estimate that research and development expenses will be approximately $2.5 million during the next 12 months.  We are currently exploring possible funding sources, but we have no assurance that we will be able to raise the necessary funds on terms favorable to the company, or at all.

Manufacturing

Presently we have no manufacturing or research and development facilities. We plan to enter into agreements and rely upon qualified third parties for the formulation and manufacture of our drugs.  These supplies and the manufacturing facilities must comply with U.S. Drug Enforcement Agency (“ DEA ”) regulations and current good manufacturing practices enforced by the FDA and other government agencies.  Drug manufacturers are subject to ongoing periodic, unannounced inspection by the FDA, the DEA and corresponding state and foreign government agencies to ensure strict compliance with good manufacturing practices and other government regulations.  We plan to continue to outsource all formulation and manufacturing and related activities.

Marketing

Currently we are engaged in the research and development of future products.  As such time as we have finalized a commercially viable product, we intend to formulate a comprehensive marketing plan.

Employees

As of May 31, 2010, we had two employees.  We are presently considering the possibility of additional employees, but will add employees only as our business demands warrant and we have the necessary available funds.  We also plan to engage consultants from time to time to perform services on a per diem or hourly basis.

 
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We have entered into employment agreements with William D. Abajian, our President and Chief Executive Officer, and Ramesha Sesha, our Chief Operating Officer.  Mr. Sesha’s agreement is for a term of three years and provides for an annual salary of $250,000 for the first year, $300,000 for the second year and $350,000 for the third year, subject to the company having sufficient capitalization .  The agreement is subject to review and revision annually by the board of directors and may also be supplemented by bonus and/or stock options or warrants, also at the discretion of the board.  The agreement also provides for customary employee benefits, insurance and expense allowance.

Mr. Abajian’s agreement is also for a term of three years.  Upon the execution of the agreement, we issued 5 million shares of our common stock to Mr. Abajian in consideration for services in connection with the acquisition of our patents and related technology and other services performed.  The agreement also provides that Mr. Abajian may earn additional shares of our common stock upon the company achieving certain funding thresholds as a result of his efforts as set forth below:

●      1.5 million shares upon the initial financing of $2,000,000; and

●      1.5 million shares of upon the closing of a “pharma deal” that involves either (i) a licensing deal for one or more of our patents, technologies or products, or (ii) a development deal with research and development expenses covered, the value of either “pharma deal” to be a minimum of $3 million.

Mr. Abajian’s agreement may be supplemented by an annual bonus in either cash and/or stock options at the discretion of the board.  The agreement also provides for customary employee benefits, insurance and expense allowance.

Intellectual Properties

We seek to protect our technology by, among other methods, filing and prosecuting U.S. and foreign patents and patent applications with respect to our technology and products and their uses.  The acquired patent applications, if successfully granted, will not expire earlier than September 2028.  We currently hold 13 patent applications.

We plan to prosecute and defend our patent applications, issued patents and proprietary information.  Our competitive position and potential future revenues will depend in large part upon our ability to protect our intellectual property from challenges and to enforce our patent rights against potential infringers.  We will continue to file new patent applications based on additional developments.  If competitors are able to successfully challenge the validity of our patent rights, claims, based on the existence of prior art, tests, experiments or otherwise, they would be able to market products that contain features and clinical benefits similar to those of our products, and demand for our products could decline as a result.

There can be no assurance that any current or future patent application will result in patents being issued, or that existing patent pending applications, or any new patents applications, if issued, will afford meaningful protection from competitors. Also, there can be no assurance that we will have the financial resources necessary to enforce any patent rights we may hold. We are not aware of any claim that our patent pending application may infringe, or will infringe any existing patent. However, in the event such a claim is made and we are unsuccessful against such claim, we may be required to obtain licenses to such other patents or proprietary technology in order to develop or market our services. There can be no assurance that we will be able to obtain such licenses on commercially reasonable terms or that the patents underlying the licenses will be valid and enforceable.

If we are unable to secure patent protection for our technology and products, current competitors and/or other businesses could duplicate the same technology, products and services in direct competition with us.  Presently, we anticipate filing additional patent applications if new and/or improved product services are developed.  We do not hold any registered trademarks.

 
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Government Regulation

Regulation by governmental authorities in the United States and other countries is a significant factor in the manufacture and marketing of pharmaceuticals and in our ongoing research and development activities.

All of our products will require regulatory approval by governmental agencies prior to commercialization. In particular, human therapeutic products are subject to rigorous preclinical testing and clinical trials and other pre-marketing approval requirements by the FDA and regulatory authorities in other countries.  In the United States, various federal and in some cases state statutes and regulations, also govern or impact upon the manufacturing, safety, labeling, storage, record keeping and marketing of our products.  The lengthy process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require us to spend substantial resources.  Regulatory approval, when and if obtained, may be limited in scope which may significantly limit the indicated uses for which our products may be marketed.  Further, approved drugs, as well as their manufacturers, are subject to ongoing review and discovery of previously unknown problems with such products which may result in restrictions on their manufacture, sale or use or in their withdrawal from the market.

Applicable FDA regulations treat our combination of opioid painkillers, once daily gastro-retentive drugs and once daily combination drugs as new drugs and require the filing of a New Drug Application, or NDA, and approval by the FDA prior to commercialization in the United States.  Our clinical trials will seek to demonstrate that our formulations and designs produce greater beneficial effects than either drug alone or against an existing drug.

The Drug Approval Process

We will be required to complete several activities before we can market any of our drugs for human use in the United States, including:

 
preclinical studies;

●     submission to the FDA of an Investigational New Drug Application (“ IND ”), that is a request for authorization from the FDA to administer an investigational drug or biological product to humans, which must become effective before human clinical trials commence;

●     adequate and well-controlled human clinical trials to establish the safety and efficacy of the product candidate;

 
submission to the FDA of an NDA; and

●     FDA approval of the NDA prior to any commercial sale or shipment of the drug.

Preclinical tests include laboratory evaluation of product chemistry and formulation, as well as animal studies to assess the potential safety of the product. Preclinical safety tests must be conducted by laboratories that comply with FDA regulations regarding Good Laboratory Practice, or GLP regulations. We plan to conduct and submit the results of preclinical tests to the FDA as part of our INDs prior to commencing clinical trials. We may be required to conduct extensive toxicology studies concurrently with the clinical trials.

 Based on preclinical testing, an IND is filed with the FDA to begin human testing of the drug. The IND becomes effective if not rejected by the FDA within 30 days. The IND must indicate the results of previous experiments, how, where and by whom the new studies will be conducted, the chemical structure of the compound, the method by which it is believed to work in the human body, any toxic effects of the compound found in the animal studies and how the compound is manufactured. All clinical trials must be conducted in accordance with good clinical practice, or GCP, regulations. In addition, an Institutional Review Board, or IRB, generally comprised of physicians at the hospital or clinic where the proposed studies will be conducted, must review and approve the IND. The IRB also continues to monitor the study. We must submit progress reports detailing the results of the clinical trials to the FDA at least annually. In addition, the FDA may, at any time during the 30-day period or at any time thereafter, impose a clinical hold on proposed or ongoing clinical trials. If the FDA imposes a clinical hold, clinical trials cannot commence or recommence without FDA authorization and then only under terms authorized by the FDA. In some instances, the IND application process can result in substantial delay and expense.

 
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Clinical trials are typically conducted in three sequential phases that may overlap. Phase I tests typically take approximately one year to complete. The tests study a drug’s safety profile, and may include the safe dosage range.  Phase I clinical studies also determine how a drug is absorbed, distributed, metabolized and excreted by the body, and the duration of its action. In addition, we may, to the extent feasible, assess pain relief in our Phase I trials. In Phase II clinical trials, controlled studies are conducted on volunteer patients with the targeted disease or condition. The primary purpose of these tests is to evaluate the effectiveness of the drug on the volunteer patients as well as to determine if there are any side effects. These studies may be conducted concurrently with Phase I clinical trials. In addition, Phase I/II clinical trials may be conducted to evaluate not only the efficacy of the drug on the patient population, but also its safety. During Phase III clinical trials, the drug is studied in an expanded patient population and in multiple sites. Physicians monitor the patients to determine efficacy and to observe and report any reactions that may result from long-term or expanded use of the drug.

The FDA publishes industry guidelines specifically for the clinical evaluation of painkillers.  We rely in part on these guidelines to design a clinical strategy for the approval of each of our product candidates.  In particular, FDA guidelines recommend that we demonstrate efficacy of our new pain drugs in more than one clinical model of pain.  Acceptable clinical models of pain include different neuropathic pains, fibromyalgia, post-operative pain, and various types of trauma and arthritis pain. Since models differ in their pain intensity and their sensitivity to detect pain, we expect to complete several Phase II studies in multiple clinical models of pain. Upon a clear demonstration of the safety and efficacy of painkillers in multiple clinical models of pain, the FDA has historically approved painkillers with broad indications. Such general purpose labeling often takes the form of “for the management of moderate to severe pain.”

We plan to formulate the drugs and carry on the clinical development.  We may not successfully complete Phase I, Phase II or Phase III testing within any specified time period, or at all, with respect to any of our product candidates. Furthermore, we or the FDA may suspend clinical trials at any time in response to concerns that participants are exposed to an unacceptable health risk.

After the completion of clinical trials, if there is substantial evidence that the drug is safe and effective, an NDA is filed with the FDA. The NDA must contain all of the information on the drug gathered to that date, including data from the clinical trials. NDAs are often over 100,000 pages in length.

The FDA reviews all NDAs submitted before it accepts them for filing and may request additional information rather than accepting a NDA for filing. In such an event, the NDA must be resubmitted with the additional information and, again, is subject to review before filing. Once the submission is accepted for filing, the FDA begins an in-depth review of the NDA. Under the Federal Food, Drug and Cosmetic Act, the FDA has 365 days in which to review the NDA and respond to the applicant. The review process is often significantly extended by FDA requests for additional information or clarification regarding information already provided in the submission. The FDA may refer the application to an appropriate advisory committee, typically a panel of clinicians, for review, evaluation and a recommendation as to whether the application should be approved.

The FDA is not bound by the recommendation of an advisory committee. If FDA evaluations of the NDA and the manufacturing facilities are favorable, the FDA may issue either an approval letter, or an approvable letter which usually contains a number of conditions that must be met in order to secure final approval of the NDA. When and if those conditions have been met to the FDA’s satisfaction, the FDA will issue an approval letter, authorizing commercial marketing of the drug for certain indications. If the FDA’s evaluation of the NDA submission or manufacturing facilities is not favorable, the FDA may refuse to approve the NDA or issue a not approvable letter.
 
 If the FDA approves the NDA, the drug becomes available for physicians to prescribe. Periodic reports must be submitted to the FDA, including descriptions of any adverse reactions reported. The FDA may request additional post marketing studies, or Phase IV studies, to evaluate long-term effects of the approved drug.

 
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Other Regulatory Requirements

The FDA mandates that drugs be manufactured in conformity with current GMPs. If the FDA approves any of our product candidates, we will be subject to requirements for labeling, advertising, record keeping and adverse experience reporting. Failure to comply with these requirements could result, among other things, in suspension of regulatory approval, recalls, injunctions or civil or criminal sanctions. We may also be subject to regulations under other federal, state, and local laws, including the Occupational Safety and Health Act, the Environmental Protection Act, the Clean Air Act, national restrictions on technology transfer, and import, export, and customs regulations. In addition, any of our products that contain narcotics will be subject to DEA regulations relating to manufacturing, storage, distribution and physician prescribing procedures. It is possible that any portion of the regulatory framework under which we operate may change and that such change could have a negative impact on our current and anticipated operations.

The Controlled Substances Act imposes various registrations, record-keeping and reporting requirements, procurement and manufacturing quotas, labeling and packaging requirements, security controls and a restriction on prescription refills on certain pharmaceutical products. A principal factor in determining the particular requirements, if any, applicable to a product is, its actual or potential abuse profile. The DEA regulates chemical compounds as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest risk of substance abuse and Schedule V substances the lowest risk. Any of our product candidates that contain a scheduled substance will be subject to regulation by the DEA.

Competition

Our future success will depend, in part, upon our ability to develop products and achieve market share at the expense of existing and established and future products in the relevant target markets. Existing and future products, therapies, technological approaches or delivery systems will compete directly with our products. Competing products may provide greater therapeutic benefits for a specific indication, or may offer comparable performance at a lower cost. Companies that currently sell generic or proprietary pain drugs and novel formulations include, but are not limited to, Pfizer, Depomed, Pain Therapeutics, Roxane Laboratories, Purdue Pharma, Grunenthal, Janssen Pharmaceutica, Abbott Laboratories, Cephalon, Endo Pharmaceuticals, Elkins-Sinn, Watson Laboratories, Ortho-McNeil Pharmaceutical and Forest Pharmaceuticals. Alternative technologies are being developed to increase opioid potency, as well as alternatives to GABA Analog therapy for pain management, several of which are in clinical trials or are awaiting approval from the FDA.

We compete with fully integrated pharmaceutical companies, smaller companies that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other public and private research organizations. Many of these competitors have pain products, such as opioids and GABA analogs and SNRIs already approved by the FDA or in development and operate larger research and development programs in these fields than we do. In addition, many of these competitors, either alone or together with their collaborative partners, have substantially greater financial resources than we do, as well as significantly greater experience in:

   
developing drugs;
 
  
undertaking preclinical testing and human clinical trials;
 
    
obtaining FDA and other regulatory approvals of drugs;
 
  
formulating and manufacturing drugs; and
     
  
launching, marketing, distributing and selling drugs.

 
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Developments by competitors may render our product candidates or technologies obsolete or non-competitive. Alternatively, competitors may challenge our patents and prevail in a court of law rendering our products, even if they are successfully developed, tested and approved, unmarketable.

Facilities

Our principal offices are located at 759 Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006.  Because all of our products will be developed by contract manufacturers, we will not initially require production or research space.  Management believes that the current facilities are adequate for the immediate future.

Industry Segments

No information is presented regarding industry segments.  We are presently engaged in the development of certain patents and technology related to drug delivery technologies and drugs.  We have no current plans to participate in another business or industry.  Reference is made to the statements of income included herein in response to Item 13 of this Form 10 for a report of our operating history for the past two fiscal years.

Item 1A.
Risk Factors

We are subject to certain substantial risks inherent to our business and set forth or referred to herein.  Before considering an investment in our common stock, prospective investors should carefully consider, among other potential risks, the following risk factors as well as all other information set forth or referred to herein.  An investment in our shares involves a high degree of risk. If any of the following events or outcomes actually occur, business operating results and financial condition would likely suffer.  As a result, the trading price of our common stock could decline and an investor may lose all or part of the money they invested in our shares.

Risk Factors Related to Our Business

Our auditors have expressed a going concern opinion.

Our  independent auditors include a statement in their report to our financial statements that certain matters regarding the company raise substantial doubt as to our ability to continue as a going concern.  Note 3 to the financial statements states that we do not have significant cash or other material assets, nor do we have an established source of revenues sufficient to cover operating costs and allow us to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have a limited operating history and have not recorded revenues or profits since  inception.  Continuing losses may exhaust capital resources and force us to discontinue operations.

Although the company was formed in 1983, we have had only limited operations and no significant revenues since inception.  We are considered a development stage company, which are considered inherently more risky than established companies.  Because we have no earnings history and there is no assurance that we will realize future revenues, there is doubt as whether we will ever achieve profitability.  If we are unsuccessful in the development and commercialization of differentiated products based on our proprietary oral drug delivery technologies, the substantial negative effect on our business would be substantial and our future would be questionable.

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The success of future operations depends on our ability to develop our patent applications and technology and generate revenues from the commercialization of products developed therefrom, which may be subject to many factors.

Our operations to date have been limited to acquiring the patent applications and organizing and staffing our company.  We have not yet demonstrated the ability to formulate and manufacture commercially viable products, obtain regulatory approval or organize sales and marketing activities.  There can be no assurance that we will be able to develop commercially viable products from our patents and technology, or that we will realize material revenues or achieve profitability in the foreseeable future.  The potential to generate revenues and profits from our business depends on many factors, including, but not limited to the following:

●     our ability to secure adequate funding to complete development of our patents and technology into commercially viable products and to market those products;

 
our ability to obtain regulatory approval of our products;

 
the cost and expenses associated with developing products and gaining regulatory approvals;

●      the size and timing of future customer orders, product delivery and customer acceptance, if required;

●      the costs of maintaining and expanding operations;

●      our ability to compete with existing and new entities that offer the same or similar products and services; and

●      our ability to attract and retain a qualified work force as business warrants.

There can be no assurance that we will be able to achieve any of the foregoing factors or realize profitability in the immediate future, or at any time.

If outside collaborators fail to devote sufficient time and resources to our drug development programs, or if their performance is substandard, our regulatory submissions and product introductions will be materially and negatively affected.

We depend on independent investigators and collaborators, such as universities and medical institutions, to conduct our clinical trials under agreements with us. Presently, we do not have any definitive agreements for the performance of these duties.  These collaborators are not our employees and we cannot control the amount or timing of resources that they devote to our programs.  These investigators may not assign as great a priority to our programs or pursue them as diligently as we would if we were undertaking such programs ourselves.  If outside collaborators fail to devote sufficient time and resources to our drug development programs, or if their performance is substandard, the approval of our regulatory submissions and our introductions of new drugs will be delayed.

Our collaborators may also have relationships with other commercial entities, some of which may compete with us.  If outside collaborators assist our competitors to our detriment, the approval of our regulatory submissions will be delayed and future sales from our products will be less than expected.

If we are unable to design, conduct and complete clinical trials successfully, we will not be able to submit a new drug application to the FDA.

In order to obtain FDA approval of any of our product candidates, we must submit to the FDA a New Drug Application that demonstrates the product candidate is safe for humans and effective for its intended use. This demonstration requires significant research and animal tests, which are referred to as preclinical studies, as well as human tests, which are referred to as clinical trials.

We have acquired patent applications that potentially enable several drug candidates. We are currently seeking capital to complete technology optimization for clinical development.  We expect to complete technology development, production of clinical supplies and patient enrollment for PRTT-100, PRTT-200 and PRTT-300 during the current fiscal year and early next year. If clinical data from the studies does not support our hypothesis, we may also elect to discontinue further development of drug candidates that use our technology.

 
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Product development and clinical trials are very expensive.  They are difficult to design and implement, in part because they are subject to rigorous requirements.  The clinical trial process is also time consuming.  Furthermore, if we or the FDA believe that production process may not be safe, or the participating patients are being exposed to unacceptable health risks, we will have to suspend development and or clinical trials.  Failure can occur at any stage of the development and clinical trials, and we could encounter problems that cause us to abandon development and clinical trials or to repeat formulations and or clinical studies.

Success in early trials may not predict success of future trials.

Success in formulation, manufacturing and pre-clinical testing and early clinical trials does not ensure that products will be successful. Results of later clinical trials may not replicate the results of prior clinical trials and pre-clinical testing.

Even if formulation, manufacturing and clinical trials are completed as planned, their results may not support our product claims.  The clinical trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses.  Such failure would cause us to abandon a product candidate and could delay development of other product candidates.

Developments by competitors may establish standards of care that affect our ability to conduct our clinical trials as planned.

Changes in standards related to clinical trial design could affect our ability to design and conduct clinical trials as planned.  For example, regulatory authorities may not allow us to compare our drug to a placebo in a particular clinical indication where approved products are available.  In that case, both the cost and the amount of time required to conduct a trial could increase and have a negative affect on our financial condition

If we fail to obtain necessary regulatory approvals, we will not be allowed to commercialize our drugs and we will not generate revenues.

Satisfaction of all regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product candidate, and requires the expenditure of substantial resources for research and development and testing.  Our research and clinical approaches may not lead to drugs that the FDA considers safe for humans and effective for indicated uses.  The FDA may require us to conduct additional clinical testing, in which case we would have to expend additional time and resources. The approval process may also be delayed by changes in government regulation, future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals may:

● 
delay commercialization of, and product revenues from, our product candidates;

● 
impose costly procedures on us; and

 
diminish the competitive advantages that we would otherwise enjoy.

Even if we comply with all FDA requests, the FDA may ultimately deny one or more of our NDAs, and we may never obtain regulatory approval for any of our product candidates.  If we fail to achieve regulatory approval of any of our leading product candidates we will have fewer saleable products and corresponding product revenues.  Even if we receive regulatory approval of our products, such approval may involve limitations on the indicated uses or marketing claims we may make for our products. Further, later discovery of previously unknown problems could result in additional regulatory restrictions, including withdrawal of products.  The FDA may also require us to commit to perform post-approval studies, for which we would have to expend additional resources, which could have an adverse effect on our operating results and financial condition.

 
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In foreign jurisdictions, we must receive marketing authorizations from the appropriate regulatory authorities before we can commercialize our drugs. Foreign regulatory approval processes generally include all of the aforementioned requirements and risks associated with FDA approval.

Government agencies may establish and promulgate guidelines that directly apply to us and our products that may affect the use of our drugs.

Government agencies, professional societies, and other groups may establish guidelines that apply to our drugs. These guidelines could address such matters as usage and dose, among other factors. Application of such guidelines could mitigate the use of our drugs.

If physicians and patients do not accept and use our drugs, we will not achieve sufficient product revenues and our business will suffer.

Even if we are successful in successfully formulating, manufacturing and testing our drugs and if FDA approves the drugs, physicians and patients may not accept and use them. Acceptance and use of our drugs will depend on a number of factors including:

●      perceptions by members of the healthcare community, including physicians, about the safety and effectiveness of our drugs;

 
cost-effectiveness of our drugs relative to competing products;

●      availability of reimbursement for our products from government or healthcare payers; and

●      effectiveness of marketing and distribution efforts by us and our licensees and distributors, if any.

We expect to rely on sales generated by our current lead product candidates for substantially all of our product revenues for the foreseeable future.  However, we have not performed a feasibility study related to the potential market of our proprietary oral drug delivery technologies, nor have we commissioned anyone else to do so. Because there has not been a market analysis made, we have no evidence to support the potential demand for our future products.  Failure of our products and services to achieve and maintain meaningful levels of market acceptance would materially and adversely affect our business, financial condition and results of operations and market penetration.

We plan to rely on third party commercial drug manufacturers that could fail to devote sufficient time and resources to our concerns resulting in delayed product introductions and higher costs than expected.

We have no manufacturing facilities and limited experience in drug product development and commercial manufacturing. We lack the resources and expertise to formulate, manufacture or test the technical performance of our product candidates. We intend to rely on a very limited number of company personnel and a small number of contract manufacturers and other vendors to formulate, test, supply, store and distribute drug supplies for our clinical trials.  If these manufacturers fail to devote sufficient time and resource to our product candidates, or if their performance is substandard, our clinical trials and product introduction would be adversely affected.  Drug manufacturers are subject to ongoing periodic, unannounced inspection by the FDA, the DEA and corresponding state and foreign government agencies to ensure strict compliance with good manufacturing practice, other government regulations and corresponding foreign standards.  We have no control over third-party manufacturers’ compliance with these regulations and standards.

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The use of alternate manufacturers may be difficult because of the limited number of potential manufacturers that have the necessary governmental licenses to produce narcotic products.

The FDA must approve any alternative manufacturer of our product before we may use them to produce our supplies and products. It may be difficult or impossible for us to find a replacement manufacturer on acceptable terms quickly, or at all. Our contract manufacturers and vendors may not perform as agreed or may not remain in the contract manufacturing business for the time required to successfully produce, store and distribute our products.  If any third party manufacturer makes improvements in the manufacturing process for our products, we may not own, or may have to share, the intellectual property rights to such innovation.

 
Our collaborative agreements may not succeed or may give rise to disputes over intellectual property.

Our strategy to focus on drug discovery of novel drugs discovered by third parties requires us to enter into collaborative agreements from time to time. Collaborative agreements are generally complex and contain provisions that could give rise to legal disputes. Such disputes can delay the development of potential new drug products, or can lead to lengthy, expensive litigation or arbitration. Collaborative agreements often take longer to conclude and may be more expensive than originally expected. Other factors relating to collaborative agreements may adversely affect the success of our potential products, including:

●      the development of parallel products by our collaborators or by a competitor;

●      arrangements with collaborative partners that limit or preclude us from developing certain products or technologies;

●      premature termination of a collaborative agreement; or

●      failure by a collaborative partner to devote sufficient resources to the development of our potential products.

If we are unable to develop our own sales, marketing and distribution capabilities, or if we are not successful in contracting with third parties for these services on favorable terms, our product revenues could be adversely affected.

We currently have no sales, marketing or distribution capabilities. In order to commercialize our products, if any are approved by the FDA, we will either have to develop such capabilities internally or collaborate with third parties who can perform these services for us. If we decide to commercialize any of our drugs ourselves, we may not be able to hire the necessary experienced personnel and build sales, marketing and distribution operations which are capable of successfully launching new drugs and generating sufficient product revenues. In addition, establishing such operations will take time and involve significant expense.

If we decide to enter into co-promotion or other licensing arrangements with third parties, we may be unable to locate acceptable collaborators because the significant number of recent business combinations among pharmaceutical companies has resulted in a reduced number of potential future collaborators. Even if we are able to identify one or more acceptable collaborators, we may not be able to enter into any collaborative arrangements on favorable terms, or at all.

In addition, due to the nature of the market for pain management products, it may be necessary for us to license all, or substantially all of our product candidates to a single collaborator, thereby eliminating our opportunity to commercialize other pain management products independently. If we enter into any collaborative arrangements, our product revenues are likely to be lower than if we marketed and sold our products ourselves.

Any revenues we receive will depend upon the collaborators’ efforts, which may not be adequate due to lack of attention or resource commitments, management turnover, change of strategic focus, further business combinations or other factors outside of our control. Depending upon the terms of our collaboration, the remedies we have against an under-performing collaborator may be limited. If we were to terminate the relationship, it may be difficult or impossible to find a replacement collaborator on acceptable terms, or at all.

 
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If we cannot compete successfully for market share against other drug companies, we may not achieve sufficient product revenues and our business will suffer.

The market for our product candidates is characterized by intense competition and rapid technological advances. If our products receive FDA approval, they will compete with a number of existing and future drugs and therapies developed, manufactured and marketed by others. Existing or future competing products may provide greater therapeutic convenience or clinical or other benefits for a specific indication than our products, or may offer comparable performance at a lower cost. If our products are unable to capture and maintain market share, we may not achieve sufficient product revenues and our business will suffer.

We will compete for market share against fully integrated pharmaceutical companies or other companies that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other public and private research organizations. Many of these competitors have opioid painkillers already approved or in development. In addition, many of these competitors, either alone or together with their collaborative partners, operate larger research and development programs and have substantially greater financial resources than we do, as well as significantly greater experience in:

●      developing drugs;

●      undertaking preclinical testing and human clinical trials;

●      obtaining FDA and other regulatory approvals of drugs;

●      formulating and manufacturing drugs; and

●      launching, marketing, distributing and selling drugs.

Developments by competitors may render our products or technologies obsolete or non-competitive.

Alternative technologies, drugs and products are being developed by other companies to improve or replace the use of opioids and calcium channel inhibitors and for pain management, several of which are in clinical trials or are awaiting approval from the FDA. In addition, companies that sell generic opioid and calcium channel inhibitors, such as gabapentin, represent substantial competition. Most of these organizations competing with us have substantially greater capital resources, larger research and development staffs and facilities, greater experience in drug development and in obtaining regulatory approvals and greater manufacturing and marketing capabilities than we do. These organizations also compete with us to attract qualified personnel and partners for acquisitions, joint ventures or other collaborations.

If we are unable to protect our intellectual property our competitors could develop and market products with similar features that may reduce demand for our products.

Our future success, competitive position and potential revenues will depend in part on our ability to protect our intellectual property. If either we, or our other collaborators fail to file, prosecute or maintain certain patents, our competitors could market products that contain features and clinical benefits similar to those of our products, and demand for our products could decline as a result.  Also, it may be possible for unauthorized third parties to copy or reverse engineer aspects of our products, develop similar products independently or otherwise obtain and use information that we regard as proprietary.  Policing the unauthorized use of our technology and products will be difficult. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or patents that we may obtain, or to determine the validity and scope of the proprietary rights of others.
 
We intend to file additional patent applications relating to our technology, products and processes. We may direct Nectid, Inc. or our collaborators to file additional patent applications relating to the licensed technology or we may do so ourselves. However, our competitors may challenge, invalidate or circumvent any of our current or future patents. These patents may also fail to provide us with meaningful competitive advantages.

 
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We may become involved in expensive litigation or other legal proceedings related to our existing intellectual property rights, including patents.

 We expect to rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. Others may independently develop substantially equivalent proprietary information or be issued patents that may prevent the sale of our products or know-how, or require us to license such information and pay significant fees or royalties in order to produce our products.

Our technology could infringe upon claims of patents owned by others. If we were found to be infringing on a patent held by another, we might have to seek a license to use the patented technology. In that case, we might not be able to obtain such a license on terms acceptable to us, or at all. If a legal action were to be brought against us or our licensors, we could incur substantial defense costs and any such action might not be resolved in our favor. If such a dispute were to be resolved against us, we could have to pay the other party large sums of money and our use of our technology and the testing, manufacture, marketing or sale of one or more of our proposed products could be restricted or prohibited.

The DEA limits the availability of the active ingredients in our current product candidates and, as a result, our quota may not be sufficient to complete clinical trials, meet commercial demand or may result in clinical delays.

The DEA regulates chemical compounds as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest risk of substance abuse and Schedule V substances the lowest risk. The active ingredients in some of our current product candidates, including Tramadol, Tapentadol, or Morphine, Oxycodeine are listed by the DEA as Schedule II or III substances under the Controlled Substances Act of 1970. Consequently, their manufacture, shipment, storage, sale and use are subject to a high degree of regulation. For example, all Schedule II drug prescriptions must be signed by a physician, physically presented to a pharmacist and may not be refilled without a new prescription. Furthermore, the amount of Schedule II substances we can obtain for clinical trials and commercial distribution is limited by the DEA and our quota may not be sufficient to complete clinical trials or meet commercial demand. There is a risk that DEA regulations may interfere with the supply of the drugs used for our drug formulation and formulated drugs used in our clinical trials, and in the future, our ability to produce and distribute our products in the volume needed to meet commercial demand.

Conducting clinical trials of our product candidates exposes us to expensive product liability claims and we may not be able to obtain or maintain product liability insurance on reasonable terms or at all.

The risk of product liability is inherent in the testing of medical products. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit or terminate testing of one or more of our products.  Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of our products. We currently do not carry clinical trial insurance or product liability insurance. We may not be able to obtain such insurance at a reasonable cost, if at all. If our agreements with any future corporate collaborators entitle us to indemnification against product liability losses, such indemnification may not be available or adequate should any claim arise.

Our ability to generate product revenues will be diminished if we fail to obtain acceptable prices or an adequate level of reimbursement for our products from healthcare payers.

Our ability to commercialize our drugs, alone or with collaborators, will depend in part on the extent to which reimbursement will be available from:

●      government and health administration authorities;

●      private health maintenance organizations and health insurers; and

 
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●      other healthcare payers.

Significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Healthcare payers, including Medicare, health maintenance organizations and managed care organizations, are challenging prices charged for medical products and services and/or are seeking pharmacoeconomic data to justify formulary acceptance and reimbursement practices. Government and other healthcare payers increasingly are attempting to contain healthcare costs by limiting both coverage and the level of reimbursement for drugs and by refusing, in some cases, to provide coverage for uses of approved products for disease indications for which the FDA has or has not granted labeling approval. Third-party insurance coverage may not be available to patients for any products we discover and develop, alone or with collaborators. If government and other healthcare payers do not provide adequate coverage and reimbursement levels for our products, market acceptance could be limited.

Law enforcement concerns over diversion of opioids and social issues around abuse of opioids may make the regulatory approval process very difficult for our drug candidates.

Media stories regarding the diversion of opioids and other controlled substances are commonplace. Law enforcement agencies or regulatory agencies may apply policies that seek to limit the availability of opioids. Such efforts may adversely affect the regulatory approval process for our drug candidates.

If we cannot raise adequate capital on acceptable terms, we may be unable to complete planned formulation, manufacturing and additional clinical trials of any or some of our product candidates.

We plan to fund our near term operations with proceeds from the sale of equity or debt securities, either privately or publicly.  No assurance can be made that such financing will be available on acceptable terms, or at all.   Debt financing could be in the form of a loan from an individual or financial institution.  Such loans could put us at risk for amounts greater than our assets and, if such loan is not promptly repaid, could result in bankruptcy.  In such case, our common stock would most likely become worthless.  Equity financing could take the form of either a private placement or a secondary public offering.  Even if we succeed in selling additional equity or debt securities, existing stockholders’ ownership percentage would be reduced and new investors may demand rights, preferences or privileges senior to those of existing stockholders.

 If we do not succeed in raising additional funds, we may be unable to complete formulations, conduct the planned clinical trials or obtain FDA approval of our product candidates.  In that event we could be forced to discontinue product development, reduce sales and marketing efforts and forego attractive business opportunities.

Because we are preparing to develop and market new products and we are significantly smaller than the majority of our competitors, we may lack the financial resources required to capture a significant market share .

The future market for our drugs derived from our technology will be highly competitive and rapidly changing. We are significantly smaller than most of our competitors and face such competition on a local, regional and international basis.  If we compete for the same geographical markets, our competitors’ financial strength could prevent us from capturing those markets.  Additional new competitors may enter the market and competition may intensify.  Our inability to successfully compete with companies offering similar products will have a material, negative impact on our results of operations.

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Our future success depends on retaining existing key employees and hiring and assimilating new key employees.

In order to achieve success, we must retain our current officers, particularly our Chief Executive Officer and Chief Operating Officer, and also be able to attract new, qualified personnel as needed.  We anticipate securing key employees by using employment contracts.  Our ability to attract and retain key personnel is influenced by a variety of factors, including compensation, which could be adversely affected by our financial or market performance.  It would be difficult for us to replace key individuals. Additionally, as we grow we will need to hire additional qualified key personnel.  We may not be able to identify and attract high quality employees or successfully assimilate new employees into our existing management structure.

Competition for qualified personnel in the pharmaceutical industry is intense.  We will compete for qualified individuals with numerous biopharmaceutical companies, universities and other research institutions, however there is no assurance that our search will be successful.  Attracting and retaining qualified personnel will be critical to our success.

As a reporting company under the Securities Exchange Act of 1934, our cost of doing business will increase significantly because of necessary expenses, including compliance with SEC reporting requirements.

Pursuant to the regulations under the Exchange Act, we will incur significant legal, accounting and other expenses to comply with certain SEC requirements, in particular, the Sarbanes-Oxley Act of 2002.  Sarbanes-Oxley and other rules implemented by the SEC, require management to assess its internal controls over financial reporting and require auditors to attest to that assessment.  Current regulations  require us to include this assessment and attestation in our annual report on Form 10-K.

Management will need to invest significant time and energy to stay current with the requisite reporting responsibilities of the Exchange Act, which will limit their time they can apply to other tasks associated with operating company business.  Management estimates that compliance with the Exchange Act reporting requirements will cost in excess of $35,000 annually.  This is in addition to other costs of doing business.  It is important that we maintain adequate cash flow, not only to operate our business, but also to pay the legal and accounting costs associated with reporting requirements.  If we fail to pay these costs as such costs are incurred, we could become delinquent in our reporting obligations and our shares may no longer remain qualified for quotation on a public market, if one should develop. Further, investors may lose confidence in the reliability of our financial statements causing our stock price to decline.

Risks Relating to Ownership of Our Common Stock

There is a limited public trading market for our common stock.

Our common stock is currently traded in the over-the-counter market and included on the Pink Sheets under the trading symbol “PRTT”.  Following the filing of this registration statement with the SEC, we intend to request a broker/dealer to make an initial application to the Financial Industry Regulatory Authority to have our shares quoted on the OTC Bulletin Board (“ OTCBB ”).  Inclusion on the OTCBB would permit price quotations for our shares to be published by that service. However, we do not anticipate a substantial public trading market in our shares in the immediate future.

Except for the application to the OTCBB, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. There can be no assurance that our shares will be accepted for trading on the OTCBB or any other recognized trading market.  Also, there can be no assurance that an active public trading market will develop following acceptance by the OTCBB or at any other time in the future or, that if such a market does develop, that it can be sustained.

Only companies that report their current financial information to the SEC may have their securities included on the OTCBB. Therefore, we must keep current in our filing obligations with the SEC, including periodic and annual reports and the financial statements required thereby.  In the event that we become delinquent in our filings or otherwise lose our status as a "reporting issuer," any future quotation of our shares on the OTC Bulletin Board would be jeopardized.

 
-22-

 

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.  Whether stockholders may trade their shares in a particular state is subject to various rules and regulations of that state.

The stock price of our common stock in the public market may be volatile and subject to numerous factors.

There can be no assurance that our shares will be accepted for trading on the OTC Bulletin Board or other recognized trading market, or that if they are, there will be an active trading market for the shares.  Accordingly, it could be difficult for holders of our common stock to liquidate their shares.  Any trading market for our shares will most likely be very volatile and subject to numerous factors, many beyond our control.  Some of the factors that may influence the price of our shares are:

 
 our ability to develop our patents and technology into commercially viable products;

●      our ability to achieve and maintain profitability;

●      changes in earnings estimates and recommendations by financial analysts;

●      actual or anticipated variations in our quarterly and annual results of operations;

●      changes in market valuations of similar companies;

●      announcements by us or our competitors of significant contracts, new products or drugs, acquisitions, commercial relationships, joint ventures or capital commitments; and

●      general market, political and economic conditions.

In the past, following periods of extreme volatility in the market price of a company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management's time and attention, which would otherwise be used to benefit our business.

Future operating results are difficult to predict.

We may experience significant quarter-to-quarter fluctuations in revenues and net income (loss).  Initially, we will be dependent on securing funding to complete development of our proprietary oral drug delivery technologies.  Thus, we believe that quarter-to-quarter comparisons of our historical operating results will not be a good indication of future performance.  It is likely that in some future quarter, operating results may fall below expectations of securities analysts and investors, which would have negative impact on the price of our common stock.

Effective voting control of our company is held by directors and certain principal stockholders.

Approximately 98% of our outstanding shares of common stock are held by our directors and a small number of principal stockholders.  These persons have the ability to exert significant control in matters requiring a stockholder vote and may have interests that conflict with other stockholders.  As a result, a relatively small number of stockholders acting together, have the ability to control all matters requiring stockholder approval, including the election of directors and approval of acquisitions, mergers and other significant corporate transactions.  This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.

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We do not expect to pay dividends in the foreseeable future, which could make our stock less attractive to potential investors.

We anticipate that we will retain any future earnings and other cash resources for operation and business development and do not intend to declare or pay any cash dividends in the foreseeable future.  Any future payment of cash dividends will be at the discretion of our board of directors after taking into account many factors, including operating results, financial condition and capital requirements.  Corporations that pay dividends may be viewed as a better investment than corporations that do not.

Trading of our shares in the public market may be subject to certain "penny stock” regulation which could have a negative effect on the price of our shares in the public market.

Public trading of our common stock, whether on the Pink Sheets or the OTCBB, if accepted, may be subject to certain regulations commonly referred to as penny stock rules.  A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  If our stock is deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers.  These may require a broker-dealer to make a special suitability determination for purchasers of penny stocks and to receive the purchaser's prior written consent to the transaction.  A broker-dealer may also be required to deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock 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 price at which our shares trade.  Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

Future sales or the potential for sale of a substantial number of shares of our common stock, could cause our market value to decline.

We currently have outstanding 43,368,012 shares of common stock, of which 42,803,112 shares are considered restricted securities and may be sold only pursuant to a registration statement or the availability of an appropriate exemption from registration.  Sales of a substantial number of these shares in the public markets, or the perception that these sales may occur, could cause the market price of our common stock to decline and materially impair our ability to raise capital through the sale of additional equity securities.

Item 2.
Financial Information

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the financial statements and related notes thereto included elsewhere in this Form 10.

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

Results of Operations

We did not realized any revenues for the years ended December 31, 2009 and 2008, nor did we realize any revenues during the three month periods ended March 31, 2010 and 2009.  General and administrative expenses for 2009 were $2,150 compared to $1,605 for 2008, resulting in a net loss of $2,150 for 2009 and $1,605 compared for 2008.  General and administrative expenses for the three months ended March 31, 2010 were $1,665 compared to $0 for the 2009 period, resulting in a net loss of $1,665 for the 2010 period and $0 for the 2009 period.

 
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Liquidity and Capital Resources

Total assets at March 31, 2010 were $1,250,000, representing the acquired patent applications, compared to $0 assets at fiscal year end December 31, 2009.  Total liabilities at March 31, 2010 were $6,896, consisting of $5,165 in accounts payable and $1,731 in payable related party.  At December 31, 2009, total liabilities were $5,231 consisting of $3,500 in accounts payable and $1,731 in payable related party.

Because currently we have no revenues and only limited cash reserves, for the immediate future we will have to rely on our directors and/or stockholders to pay expenses or raise funds through the private placement of securities.  There is no assurance that we will be able to raise adequate capital in the immediate future to satisfy cash needs.  At March 31, 2010, we had stockholders’ equity of $1,245,194 compared to a stockholders’ deficit of $5,231 at December 31, 2009.  The increase in equity is directly related to the acquisition of patents.

In the opinion of management, inflation has not and will not have a material effect on the ongoing operations of our company.

Plan of Operation

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

We acquired a portfolio of patent applications in March 2010, although we are yet to formulate products or receive approvals from regulatory agencies or generate any revenues from product sales. We have not been profitable since our inception through March 31, 2010.

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

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

●      seek regulatory approvals for our product candidates;

●      develop, formulate, manufacture and commercialize our drugs;

●      implement additional internal systems and develop new infrastructure;

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

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

●      hire additional personnel.

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

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

Net Operating Loss

We have accumulated approximately $21,150 of net operating loss carryforwards as of December 31, 2009.  This loss carry forward may be offset against taxable income and income taxes in future years and expires starting in the year 2010 through 2030.  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, 2009 and 2008 or the three months ended March 31, 2010 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.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing . This Accounting Standards Update amends FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements . This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We do not expect the provisions of ASU 2009-14 to have a material effect on our financial position, results of operations or cash flows.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements . This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We do not expect the provisions of ASU 2009-13 to have a material effect on our financial position, results of operations or cash flows.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent) . This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. We do not expect the provisions of ASU 2009-12 to have a material effect on our financial position, results of operations or cash flows.

 
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In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.

Item 3.
Properties

We do not presently own any property, but instead we lease a small office in West Caldwell, New Jersey, which is used as general office space. We believe that this facility will be adequate and suitable for our immediate current needs.

Item 4.
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, based upon stockholder records and the representations of our officers and directors, as of June 8, 2010, with respect to each person known to own beneficially more than 5% of the outstanding common stock, each director and all directors and officers as a group.  The address of each person listed below, unless otherwise indicated, is c/o Protect Pharmaceutical Corporation, 759 Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006.

Name and Address
 
Amount and Nature of
   
Percent
 
of Beneficial Owner
 
Beneficial Ownership
   
of Class (1)
 
Directors and Executive Officers
           
William D. Abajian
 
 
5,000,000
     
11.5%
 
Anna E. Gluskin
   
20,000
     
.05%
 
Gerald Bernstein, MD
   
20,000
 
   
.05%
 
                 
5% Stockholders
               
Nectid Inc. (2)
   
5,000,000
     
11.5%
 
116, Village Boulevard
               
Princeton, NJ 0854
               
Edward F. Cowle
   
8,250,000
     
19.0%
 
20 West 64 th Street
               
New York, NY 10023
               
GBB Limited (3)
               
c/o Lion Corporate Services
   
15,000,000
     
34.6%
 
Cumberland House
               
#27 Cumberland Street / Box N-10818
               
Nassau, New Providence
               
Geoff Williams
   
2,785,556
     
6.4%
 
175 South Main Street, Suite 740
               
Salt Lake City, UT 84111
               
H. Deworth Williams
   
6,562,556
     
15.1%
 
175 South Main Street, Suite 740
               
Salt Lake City, UT 84111
               
                 
All directors and officers a group (4 persons)
   
10,040,000 (4)
 
   
23.2%
 

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

 
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(1)
Based upon 43,368,012 shares of common stock outstanding on June 8, 2010.
(2)
Nectid Inc. is a Delaware corporation with offices in Princeton, New Jersey and principally owed by Ramesha Sesha, our director and Chief Operating Officer who has voting control and investment power over the shares.
(3)
GBB Limited is a Bahamian corporation entity principally controlled by Barry Herman, who has voting control and investment power over the shares.
(4)
Includes 5,000,000 shares held in the name of Nectid Inc., that is controlled by Ramesha Sesha, our director and Chief Operation Officer.

Item 5.
Directors and Executive Officers

The executive officers and directors of the company are as follows:

Name
 
Age
 
Position
William D. Abajian
 
52
 
President, CEO, Treasurer and Director
Ramesha Sesha
 
45
 
COO, Secretary and Director
Anna E. Gluskin
 
58
 
Director
Gerald Bernstein, MD
  
77
  
Director
 


All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.  There are no agreements with respect to the election of directors.  We have not compensated directors for service on the board of directors or any committee thereof, although two outside director have each received 20,000 shares of our common stock upon becoming a director.  Directors are entitled to be reimbursed for expenses incurred for attendance at meetings of the board and any committee of the board.  However, directors may defer expenses and/or take payment in shares of Protect common stock.  As of the date hereof, no director has accrued any expenses or compensation.  Officers are appointed annually by the board and each executive officer serves at the discretion of the board.  Presently we do not have any standing committees.

No director, officer or affiliate has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment, or decree involving the violation of any state or federal securities laws.

Two of our directors are employed by the company.  Our two outside directors currently devote only such time to company affairs as needed.  The time devoted could amount to as little as 1% of the time they devote to their own business affairs, or if business conditions ultimately warrant, they could possibly elect to devote their full time to our business.  Presently, there are no other persons whose activities are material to our operations.

Currently, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs.  Present management openly accepts and appreciates any input or suggestions from stockholders.  However, the board of directors is elected by stockholders and the stockholders have the ultimate say in who represents them on the board.  There are no agreements or understandings for any officer or director to resign at the request of another person and none of the current offers or directors are acting on behalf of, or will act at the direction of any other person.

The business experience of each of the persons listed above during the past five years is as follows:

 
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William D. Abajian became a director in February 2010 and serves as our President, Chief Executive Officer and Treasurer.  Mr. Abajian is a Business Development Consultant and has served in senior management and executive positions with various businesses for the past 25 years.  He has been involved in the development and launches of a number of pharmaceutical and device products.  In 1988, he founded CPG Inc. in Lincoln Park, New Jersey, where he served as Chief Executive Officer until 2002. CPG Inc. invented, manufactured and sold DNA Synthesis products, chromatography media’s and molecular biology kits to researchers.  This privately-held company was sold to Millipore Corporation in 2002.  Prior to running his own company, Mr. Abajian served as the Vice President of Sales and Marketing at Electro Nucleonics Inc. in Fairfield, New Jersey between 1981 and 1988. Electro Nucleonics Inc. invented, manufactured and sold blood chemistry systems and diagnostic kits worldwide.  In 2004, he founded The Abajian Group LLC, a company that advises CEOs on strategic planning and assists in the commercialization of technologies and sales and marketing.  He continues to serve as a trustee of Eva’s Village, a non-for-profit organization in Paterson, New Jersey and of St. Joseph’s Hospital in Paterson, New Jersey, where he previously held the positions of Chairman of the OPEC Committee and a member of the hospital’s Finance and Pension Committee and the Executive Committee. Mr. Abajian also serves as a Business Development Consultant to Generex Biotechnology Corporation.

Ramesha Sesha has been a director and Chief Operating Officer and Secretary since March 2010.  Mr. Sesha has over 15 years experience in both the brand and generic pharmaceutical industry.  In November 2007, he founded Nectid Inc, a privately held, Princeton based pharmaceutical research and development firm.  Nectid successfully outsourced the development of three platform technologies and a portfolio of combination and slow release drugs in diabetes and pain therapeutic area.  Mr. Sesha continues to be the honorary President of Nectid.  From 2001 to October 2007, Mr. Sesha was the Senior Vice President of Intellectual Property and Corporate3 Development at Wockhardt Limited in Bedminster, New Jersey,  a generic pharmaceutical company.  Mr. Sesha holds a Ph. D, Degree to be conferred (1984 – 1987), Raman Research Institute, Bangalore, India, and a Masters of Science in 1984 from the University of Mysore, Mysore, India, with a focus on organic chemistry.

Anna E. Gluskin became a director in March 2010.  Ms. Gluskin has been a director of Generex Biotechnology Corporation since September 1997 and served its President and Chief Executive Officer since October 1997 and Chairperson of the Generex Board of Directors since November 2002. She held comparable positions with Generex Pharmaceuticals Inc. from its formation in 1995 until its acquisition by Generex in October 1997.  Ms. Gluskin holds a Masters degree in Microbiology and Genetics from Moscow State University.

Gerald Bernstein, MD became a director in May 2010.  Dr. Bernstein, M.D., F.A.C.P. graduated from Dartmouth College and Tufts University School of Medicine. He is board certified in internal medicine (1966) and endocrinology and metabolism (1973).  Dr. Bernstein is an associate clinical professor at the Albert Einstein College of Medicine in New York.  He is an attending physician at Beth Israel Medical Center, and physician emeritus at Lenox Hill Hospital and Montefiore Medical Center, all in New York.  He was formerly Director of the Beth Israel Health Care Systems Diabetes Management Program. Dr. Bernstein was president of the American Diabetes Association in 1998-99 and was for many years a member of the ADA's Board of Directors and its Executive Committee.  Dr. Bernstein presently serves on several ADA committees and on the Board of Directors of the American Diabetes Association Research Foundation.  He also serves as Vice President Medical Affairs for Generex Biotechnology Corporation.

Item 6.
Executive Compensation

We have not had a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors.  We have not paid any salaries or other compensation to our officers, directors or employees for the three-month period ended March 31, 2010 and fiscal year ended December 31, 2009 and 2008.  We have entered into employment agreements with our Chief Executive Officer and Chief Operating Officer.  We believe that it will be necessary for these persons to defer any compensation until such time as operations provide sufficient cash flow to provide for salaries.  As of the date hereof, no person has accrued any compensation.

Item 7.
Certain Relationships and Related Transactions and Director Independence

During the last three years, to the best knowledge of the company, there was no person who had or has a direct or indirect material interest in any transaction or proposed transaction to which the company was or is a party.

 
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Currently we have four directors serving on our board of directors.  Two directors, Anne E. Gluskin and Dr. Gerald Bernstein are outside directors and considered independent.  We do not presently have any standing committees, although our Bylaws empower the board to establish one or more committees, including an audit and compensation committee.

Item 8.
Legal Proceedings

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

Item 9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Our common stock currently trades in the over-the-counter market and is included on the Pink Sheets under the trading symbol of “PRTT.”  There is currently a limited public trading market for our shares and there has only been sporadic trades.  Accordingly, no trading history is being presented.  The last reported trade by the Pink Sheets was at $1.02 per share on May 18, 2010.

Following the effectiveness of this registration statement, we intend to request a broker/dealer to make an initial application to the Financial Industry Regulatory Authority to have our shares quoted on the OTCBB.  Inclusion on the OTCBB would permit price quotations for our shares to be published by that service.  Except for our application to the OTCBB, there are no other plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. Also, there can be no assurance that an active public trading market in our shares will develop or, that if such a market does develop, that it can be sustained.

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.

It is most unlikely that our securities will be listed on any national or regional exchange or on The Nasdaq Stock Market in the near 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 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 criteria 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.


 
-30-

 

Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements.  Broker-dealers must also make a special suitability determination for the purchase of such securities and must have received 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 Protect 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 the shares trade. Classification of Protect shares as penny stocks increases the risk of an investment in the shares.

As of June 8, 2010, there were approximately 55 holders of record of our common stock.  All of the outstanding shares of common stock were issued pursuant to exemptions under the 1933 Act.

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 restricted 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.

If a company is not a reporting company under the Exchange Act, restricted shares cannot be sold in reliance on Rule 144, by either an affiliate or a non affiliate, until the stockholder has satisfied a one year holding period.  After the one year holding period, an affiliate may sell restricted shares pursuant to the same Rule 144 provisions as an affiliate of a reporting company having satisfied a six month holding period.  A non affiliate of a non reporting company, who has held their restricted shares for more than one year, may make unlimited resales under Rule 144 with no other requirements or limitations.

Current holders of restricted shares may in the future elect to sell shares of our common stock pursuant to Rule 144, provided they comply with the appropriate holding periods and volume limitations.  We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, but such sales could have a substantial depressing effect on the market price.

 
-31-

 

Dividend Policy

We have not declared or paid cash dividends or made distributions in the past on our common stock, and we do not anticipate paying cash dividends or making distributions in the foreseeable future.  It is our present intention to retain and invest any future earnings to finance operations.

Item 10.       Recent Sales of Unregistered Securities

Upon the acquisition of patent applications from Nectid in February 2010 we issued 5 million shares of our authorized, but previously unissued common stock to Ramesha Sesha pursuant to the terms of the acquisition agreement.  In May 2010, we issued 5 million shares of our common stock to William D. Abajian pursuant tot he terms of his employment agreement.  Also in May 2010, we issued 40,000 shares to two new directors (20,000 shares each), and an aggregate of 165,000 shares to two persons for services.  These shares were all issued pursuant to an exemption from registration under the Securities Act of 1933 provided by Section 4(2) of that Act.

Item 11.       Description of Registrant’s Securities to be Registered

Common Stock

We are authorized to issue 50 million shares of common stock, par value $0.005 per share, of which 43,368,012 shares are issued and outstanding as of the date hereof.  All shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights.  Each share of common stock entitles the holder thereof to:

(i)
One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;

(ii)
to participate equally and to receive any and all such dividends as may be declared by the board of directors out of funds legally available therefor; and

(iii)
to participate pro rata in any distribution of assets available for distribution upon liquidation of the company.

Stockholders have no preemptive rights to acquire additional shares of common stock or any other securities.  The common stock is not subject to redemption and carries no subscription or conversion rights.  All outstanding shares of common stock are fully paid and non-assessable.

Item 12.        Indemnification of Directors and Officers

As permitted by the provisions of the Nevada Revised Statutes (the “ NRS ”), we have the power to indemnify any person made a party to an action, suit or proceeding because the person was a director, officer, employee or agent of the company.  Under the NRS, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation, which is not the case with our articles of incorporation.

Excepted from that immunity are:

(1)   a willful failure to deal fairly with the company or our stockholders in connection with a matter in which the director has a material conflict of interest;

(2)   a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

(3)   a transaction from which the director derived an improper personal profit; and

(4)   willful misconduct.

 
-32-

 

Our by-laws provide that we will indemnify all officers and directors, past, present and future, against any and all expenses incurred, including, but not limited to, legal fees, judgments and penalties that may be incurred in any legal action brought against them for any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors.

We may pay the expenses of an officer or director incurred in defending a civil or criminal action, suit or proceeding, as the expenses are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by the company.

The NRS also permits a corporation to purchase and maintain liability insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent, or is or was serving at the request of the corporation as a director, officer, employee or agent, of another entity.  Coverage may include any liability asserted against them and liability and expenses incurred by them in their capacity as a director, officer, employee or agent, or arising out of their status as such, whether or not the Company has the authority to indemnify them against such liability and expenses.  Presently, the Company does not carry such insurance.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and control persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable.

Transfer Agent

We have designated as our transfer agent Interstate Transfer Company, 6084 South 900 East, Suite 101, Salt Lake City, Utah  84121.

Item 13.
Financial Statements and Supplementary Data

Our financial statements for the fiscal years ended December 31, 2009 and 2008 have been examined to the extent indicated in their reports by Sadler, Gibb & Associates, L.L.C., independent certified public accountants.  The financial statements have been prepared in accordance with generally accepted accounting principles, pursuant to Regulation S-X as promulgated by the SEC, and are included herein in response to Item 13 of this Form 10.  The unaudited financial statements for the three-month period ended March 31, 2010 have been prepared by the company.

Item 14.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

On April 19, 2010, we engaged Sadler, Gibb and Associates as our independent certifying accountants.  For the three years prior to the engagement of Sadler, Gibb and Associates, we did not have audited financial statements prepared for the company.   During the two most recent fiscal years and the interim periods preceding the engagement, we have not consulted Sadler, Gibb and Associates regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

 
-33-

 

Item 15.   Financial Statements and  Exhibits

(a)
Index to Financial Statements

Annual Financial Statements for the Fiscal Years Ended June 30, 2009 and 2008

Cover Page
F-1
Table of Contents
F-2
Report of Independent Registered Public Accounting Firm
F-3
Balance Sheets
F-4
Statements of Operations
F-5
Statements of Stockholders’ Equity
F-6
Statements of Cash Flows
F-10
Notes to Financial Statements
F-11 to F-16

Financial Statements for the Three Months Ended March 31, 2010

Balance Sheets
F-17
Statements of Operations
F-18
Statements of Stockholders’ Equity
F-19
Statements of Cash Flows
F-23
Notes to Financial Statements
F-24  to F-25

(b)
The following exhibits are filed with this registration statement:

Exhibit No.
 
Exhibit Name
2.1
 
Patent Acquisition Agreement
2.2
 
Patent Portfolio
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
10.1
 
Employment Agreement – Ramesha Sesha
10.2
 
Form of Employment Agreement – William D. Abajian
 


 
-34-

 

PROTECT PHARMACEUTICAL CORPORATION

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL STATEMENTS

December 31, 2009 and 2008

 
F-1

 

PROTECT PHARMACEUTICAL CORPORATION

TABLE OF CONTENTS

   
Page
     
Audit Report of Independent Accountants
 
F-3
     
Balance Sheets – December 31, 2009 and 2008
 
F-4
     
Statements of Operations for the years ended December 31, 2009 and 2008 and from inception through December 31, 2009
 
F-5
     
Statements of Stockholder’s Equity for the years ended December 31, 2009 and 2008 and from inception through December 31, 2009
 
F-6
     
Statements of Cash Flows for the years ended December 31, 2009 and 2008 and from inception through December 31, 2009
 
F-10
     
Notes to Financial Statements
  
F-11
 


 
F-2

 

S ADLER , G IBB & A SSOCIATES, L.L.C.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Protect Pharmaceutical Corporation
(A development stage company)

We have audited the accompanying balance sheet of Protect Pharmaceutical Corporation as of December 31, 2009 and 2008, and the related statements of income, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Protect Pharmaceutical Corporation as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had a loss from operations since inception of $153,755, an accumulated deficit of $772,596, and working capital deficit of $5,231, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
SADLER, GIBB AND ASSOCIATES, LLC
   
 
Salt Lake City, UT
 
May 17, 2010

 
F-3

 
 
PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
BALANCE SHEETS
   
   
December 31,
   
December 31,
 
   
2009
   
2008
 
             
ASSETS
           
             
CURRENT ASSETS
           
             
Cash
  $ -     $ -  
                 
Total Current Assets
    -       -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
                 
Accounts payable
  $ 3,500     $ 1,500  
Payable related party
    1,731       1,581  
                 
Total Current Liabilities
    5,231       3,081  
                 
TOTAL LIABILITIES
    5,231       3,081  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock; 50,000,000 shares authorized, at $0.005 par value, 33,163,012 and 33,163,012 shares issued and outstanding, respectively
    33,163       33,163  
Additional paid-in capital
    734,202       734,202  
Deficit accumulated during the development stage
    (772,596 )     (770,446 )
                 
Total Stockholders' Equity (Deficit)
    (5,231 )     (3,081 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ -     $ -  

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

 
F-4

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS

               
From Inception
 
               
on August 5,
 
   
For the Year Ended
   
1987 Through
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
 
                   
REVENUES
  $ -     $ -     $ -  
                         
EXPENSES
                       
                         
General and administrative
    2,150       1,605       153,755  
                         
LOSS FROM OPERATIONS
    (2,150 )     (1,605 )     (153,755 )
                         
LOSS FROM DISCONTINUED OPERATIONS
    -       -       (4,340,551 )
                         
Income Taxes
    -       -       -  
                         
NET LOSS
  $ (2,150 )   $ (1,605 )   $ (4,494,306 )
                         
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    33,163,012       33,163,012          

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

 
F-5

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance August 5, 1987
    -     $ -     $ -     $ -  
                                 
Net loss for the period ended December 31, 1987
    -       -       -       (30 )
                                 
Balance, December 31, 1987
    -       -       -       (30 )
                                 
Common stock issued for services rendered at $15.00 per share on January 27, 1988
    624,000       624       2,339,376       -  
                                 
Common stock issued for Midway Mining Development Corp. at $15.00 per share on January 27, 1988
    359,592       360       1,348,110       -  
                                 
Common stock issued for mining claims at predecessor cost on May 24, 1988
    19,420       19       (19 )     -  
                                 
Common stock cancelled due to the acquisition agreement on Midway Mining and Development Corp. being rescinded on July 6, 1988
    (209,112 )     (1,046 )     -       -  
                                 
Common stock issued for services rendered at $0.00 per share on July 6, 1988
    209,112       1,046       -       -  
                                 
Additional capital contributed
    -       -       33,000       -  
                                 
Net loss for the year ended December 31, 1988
    -       -       -       (3,721,500 )
                                 
Balance, December 31, 1988
    1,003,012       1,003       3,720,467       (3,721,530 )
                                 
Net loss for the year ended December 31, 1989
    -       -       -       (30 )
                                 
Balance, December 31, 1989
    1,003,012     $ 1,003     $ 3,720,467     $ (3,721,560 )

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

 
F-6

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 1989
    1,003,012     $ 1,003     $ 3,720,467     $ (3,721,560 )
                                 
Net loss for the year ended December 31, 1990
    -       -       -       (30 )
                                 
Balance, December 31, 1990
    1,003,012       1,003       3,720,467       (3,721,590 )
                                 
Net loss for the year ended December 31, 1991
    -       -       -       (30 )
                                 
Balance, December 31, 1991
    1,003,012       1,003       3,720,467       (3,721,620 )
                                 
Net loss for the year ended December 31, 1992
    -       -       -       (30 )
                                 
Balance, December 31, 1992
    1,003,012       1,003       3,720,467       (3,721,650 )
                                 
Net loss for the year ended December 31, 1993
    -       -       -       (30 )
                                 
Balance, December 31, 1993
    1,003,012       1,003       3,720,467       (3,721,680 )
                                 
Quasi - reorganization (Note 2)
    -       -       (3,721,710 )     3,721,710  
                                 
Net loss for the year ended December 31, 1994
    -       -       -       (30 )
                                 
Balance, December 31, 1994
    1,003,012       1,003       (1,243 )     -  
                                 
Common stock issued for services rendered at $15.00 per share on June 12, 1995
    160,000       160       599,840       -  
                                 
Additional capital contributed
    -       -       2,605       -  
                                 
Net loss for the year ended December 31, 1995
    -       -       -       (605,105 )
                                 
Balance, December 31, 1995
    1,163,012     $ 1,163     $ 601,202     $ (605,105 )

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

 
F-7

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 1995
    1,163,012     $ 1,163     $ 601,202     $ (605,105 )
                                 
Common stock issued for expenses paid at $0.01 per share
    2,000,000       2,000       13,000       -  
                                 
Net loss for the year ended December 31, 1996
    -       -       -       (12,260 )
                                 
Balance, December 31, 1996
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 1997
    -       -       -       -  
                                 
Balance, December 31, 1997
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 1998
    -       -       -       -  
                                 
Balance, December 31, 1998
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 1999
    -       -       -       -  
                                 
Balance, December 31, 1999
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 2000
    -       -       -       -  
                                 
Balance, December 31, 2000
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 2001
    -       -       -       -  
                                 
Balance, December 31, 2001
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 2002
    -       -       -       -  
 
                               
Balance, December 31, 2002
    3,163,012     $ 3,163     $ 614,202     $ (617,365 )

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

 
F-8

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 2002
    3,163,012     $ 3,163     $ 614,202     $ (617,365 )
                                 
Net loss for the year ended December 31, 2003
    -       -       -       -  
                                 
Balance, December 31, 2003
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 2004
    -       -       -       -  
                                 
Balance, December 31, 2004
    3,163,012       3,163       614,202       (617,365 )
                                 
Net loss for the year ended December 31, 2005
    -       -       -       (1,476 )
                                 
Balance, December 31, 2005
    3,163,012       3,163       614,202       (618,841 )
                                 
Net loss for the year ended December 31, 2006
    -       -       -       -  
                                 
Balance, December 31, 2006
    3,163,012       3,163       614,202       (618,841 )
                                 
Common stock issued for services at $0.005 per share on May 9, 2007
    30,000,000       30,000       120,000       -  
                                 
Net loss for the year ended December 31, 2007
    -       -       -       (150,000 )
                                 
Balance, December 31, 2007
    33,163,012       33,163       734,202       (768,841 )
                                 
Net loss for the year ended December 31, 2008
    -       -       -       (1,605 )
                                 
Balance, December 31, 2008
    33,163,012       33,163       734,202       (770,446 )
                                 
Net loss for the year ended December 31, 2009
    -       -       -       (2,150 )
                                 
Balance, December 31, 2009
    33,163,012     $ 33,163     $ 734,202     $ (772,596 )

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

 
F-9

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

               
From Inception
 
               
on August 5,
 
   
For the Year Ended
   
1987 Through
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
 
                   
OPERATING ACTIVITIES
                 
                   
Net loss
  $ (2,150 )   $ (1,605 )   $ (4,494,306 )
Adjustments to reconcile loss to cash flows from operating activities
                       
Common stock issued for services
    -       -       3,874,170  
Loss from disposition of subsidiary
    -       -       564,300  
Expenses paid on behalf of the Company
    150       105       52,336  
Changes in operating assets and liabilities
                       
Increase in accounts payable
    2,000       1,500       3,500  
                         
Net Cash Used in Operating Activities
    -       -       -  
                         
INVESTING ACTIVITIES
    -       -       -  
                         
FINANCING ACTIVITIES
                       
                         
Net Cash Provided by Financing Activities
    -       -       -  
                         
NET INCREASE IN CASH
    -       -       -  
                         
CASH AT BEGINNING OF PERIOD
    -       -       -  
                         
CASH AT END OF PERIOD
  $ -     $ -     $ -  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:CASH PAID FOR:
                       
CASH PAID FOR:
                       
                         
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  

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

 
F-10

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 1 - ORGANIZATION AND HISTORY

Business and Organization

The financial statements presented are those of Protect Pharmaceutical, Corp. (a development stage company) (“the Company”).  The Company was originally incorporated under the laws of the state of Idaho on August 5, 1987.  The Company was incorporated for the purpose of purchasing, leasing or otherwise acquiring mining claims and rights and also to develop mines.  The Company was unable to raise development money and the Company’s operations ceased.  The Company has been seeking new business opportunities believed to hold a potential profit or to merge with an existing, operating company.  On July 15, 1996 the Company changed its name from Interstate Mining and Development Properties, Inc. to Interstate Development, Inc.

On January 27, 1988, the Company acquired Midway Mining and Development Corp.  in a stock-for-stock reorganization pursuant to Section 36B (a) (1) (B) of the Internal Revenue Code.  In the reorganization, shareholders of Midway Mining and Development Corp. transferred all of their shares of common stock to the Company in exchange for 89,898 shares of common stock of the Company.  However, since the Company was unable to begin operations and had no operating assets, 52,278 of the original shares issued for Midway Mining and Development Corp. were later cancelled on July 6, 1988 and the subsidiary was transferred back to its original owners.

As of June 15, 2006, the name of the Company changed to Pro-Tect, Inc. and its domicile was moved to the state of Nevada.  Subsequently, the Company changed its name on March 25, 2010 to Protect Pharmaceutical, Corp.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. The Company has not realized revenues as of December 31, 2009 and is classified as a development stage enterprise.

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, 2009 and 2008 the Company had    $-0- and $-0- of cash and cash equivalents, respectively.

 
F-11

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company currently has no source of revenues.  The Company will recognize revenue from the performance of its services and/or sale of its products in accordance with Securities and Exchange Commission Staff Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements”. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectability is assured.

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, 2009 and 2008, respectively.

Stock-based Compensation

The Company adopted SFAS No. 123-R (ASC 718) effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-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. As of December 31, 2009, the Company has not issued any share-based payments to its employees.

Provision for Taxes

The Company applies SFAS No. 109 (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.

The Company adopted FIN 48(ASC 740), at the beginning of fiscal year 2009. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of FIN 48 (ASC 740) had no material impact on the Company’s financial statements.

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 are no such common stock equivalents outstanding as of December 31, 2009 and 2008.

 
F-12

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
Basic (Loss) per Common Share (continued)
   
   
For the
Year Ended
December 31,
2009
   
For the
Year Ended
December 31,
2008
 
Loss (numerator)
  $ (2,150 )   $ (1,605 )
Shares (denominator)
    33,163,012       33,163,012  
Per share amount
  $ (0.00 )   $ (0.00 )

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset de-recognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

 
F-13

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.

 
F-14

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs which raises substantial doubt regarding its ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY PAYABLE

Various startup expenses of the Company including purchase of property and equipment, officer’s compensation and general and administrative expenses have been paid for using funds provided by the shareholders of the Company. The loans are non interest bearing, unsecured and due upon demand. The Company owes $1,731 and $1,581 for such loans as of December 31, 2009 and 2008, respectively.

NOTE 5 – INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (ASC 740). 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.

 
F-15

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008

NOTE 5 – INCOME TAXES (CONTINUED)

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.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net loss before provision for income taxes for the following reasons:
 
   
December 31,
2009
   
December 31,
2008
 
Income tax expense at statutory rate
  $ (839 )   $ (626 )
Valuation allowance
    839       626  
Income tax expense per books
  $ -     $ -  

Net deferred tax assets consist of the following components as of:

   
December 31,
2009
   
December 31,
2008
 
NOL carryover
  $ 8,249     $ 7,410  
Valuation allowance
    (8,249 )     (7,410 )
Net deferred tax asset
  $ -     $ -  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $21,150 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.

NOTE 6 – SUBSEQUENT EVENTS

On February 6, 2010 the Company entered into a Patent Acquisition Agreement, whereby it was assigned various patents for pharmaceutical products in exchange for 7,000,000 shares of the Company’s common stock. 5,000,000 shares were delivered immediately to the assignor and 2,000,000 shares are held to be delivered upon the successful completion of $2,000,000 financing. The patents are also subject to a 20% royalty on revenues, a 10% milestone payment and an employment agreement. The Company is responsible for the completion of a development program to commercialize products using the patented technologies within 5 years.

The employment agreement provides that the patent holder will become the Company’s Chief Operating Officer. The agreement provides for an annual salary $250,000 in year one, $300,000 in year two and $350,000 in year three. The agreement also provides for compensatory common stock purchase warrants to be issued at not less than 20% of the shares issued for financing and other standard employee benefits.

In accordance with ASC 855-10, Company management reviewed all material events and determined that there are no other material subsequent events to report.

 
F-16

 
 
(A Development Stage Company)
Balance Sheets

   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(unaudited)
       
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ -     $ -  
                 
Total Current Assets
    -       -  
                 
OTHER ASSETS
               
Patents, net
    1,250,000       -  
                 
TOTAL ASSETS
  $ 1,250,000     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 5,165     $ 3,500  
Payable related party
    1,731       1,731  
                 
Total Current Liabilities
    6,896       5,231  
                 
TOTAL LIABILITIES
    6,896       5,231  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock; 50,000,000 shares authorized, at $0.005 par value, 38,163,012 and 33,163,012 shares issued and outstanding, respectively
    170,815       165,815  
Additional paid-in capital
    1,846,550       601,550  
Deficit accumulated during the development stage
    (772,171 )     (772,596 )
                 
Total Stockholders' Equity (Deficit)
    1,245,194       (5,231 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 1,252,090     $ -  

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

 
F-17

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Statements of Operations
(unaudited)

               
From Inception
 
               
on August 5,
 
   
For the Three Months Ended
   
1987 Through
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
 
                   
REVENUES
  $ -     $ -     $ -  
                         
EXPENSES
                       
                         
General and administrative
    1,665       -       155,420  
                         
LOSS FROM OPERATIONS
    (1,665 )     -       (155,420 )
                         
LOSS FROM DISCONTINUED OPERATIONS
    -       -       (4,340,551 )
                         
Income Taxes
    -       -       -  
                         
NET LOSS
  $ (1,665 )   $ -     $ (4,495,971 )
                         
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK
  $ (0.00 )   $ 0.00          
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    35,774,123       33,163,012          

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

 
F-18

 

(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance August 5, 1987
    -     $ -     $ -     $ -  
                                 
Net loss for the period ended December 31, 1987
    -       -       -       (30 )
                                 
Balance, December 31, 1987
    -       -       -       (30 )
                                 
Common stock issued for services rendered at $15.00 per share on January 27, 1988
    624,000       3,120       2,336,880       -  
                                 
Common stock issued for Midway Mining Development Corp. at $15.00 per share on January 27, 1988
    359,592       1,798       1,346,672       -  
                                 
Common stock issued for mining claims at predecessor cost on May 24, 1988
    19,420       97       (97 )     -  
                                 
Common stock cancelled due to the acquisition agreement on Midway Mining and Development Corp. being rescinded on July 6, 1988
    (209,112 )     (1,046 )     -       -  
                                 
Common stock issued for services rendered at $0.00 per share on July 6, 1988
    209,112       1,046       -       -  
                                 
Additional capital contributed
    -       -       33,000       -  
                                 
Net loss for the year ended December 31, 1988
    -       -       -       (3,721,500 )
                                 
Balance, December 31, 1988
    1,003,012       5,015       3,716,455       (3,721,530 )
                                 
Net loss for the year ended December 31, 1989
    -       -       -       (30 )
                                 
Balance, December 31, 1989
    1,003,012     $ 5,015     $ 3,716,455     $ (3,721,560 )

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

 
F-19

 
 
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 1989
    1,003,012     $ 5,015     $ 3,716,455     $ (3,721,560 )
                                 
Net loss for the year ended December 31, 1990
    -       -       -       (30 )
                                 
Balance, December 31, 1990
    1,003,012       5,015       3,716,455       (3,721,590 )
                                 
Net loss for the year ended December 31, 1991
    -       -       -       (30 )
                                 
Balance, December 31, 1991
    1,003,012       5,015       3,716,455       (3,721,620 )
                                 
Net loss for the year ended December 31, 1992
    -       -       -       (30 )
                                 
Balance, December 31, 1992
    1,003,012       5,015       3,716,455       (3,721,650 )
                                 
Net loss for the year ended December 31, 1993
    -       -       -       (30 )
                                 
Balance, December 31, 1993
    1,003,012       5,015       3,716,455       (3,721,680 )
                                 
Quasi - reorganization (Note 2)
    -       -       (3,721,710 )     3,721,710  
                                 
Net loss for the year ended December 31, 1994
    -       -       -       (30 )
                                 
Balance, December 31, 1994
    1,003,012       5,015       (5,255 )     -  
                                 
Common stock issued for services rendered at $15.00 per share on June 12, 1995
    160,000       800       599,200       -  
                                 
Additional capital contributed
    -       -       2,605       -  
                                 
Net loss for the year ended December 31, 1995
    -       -       -       (605,105 )
                                 
Balance, December 31, 1995
    1,163,012     $ 5,815     $ 596,550     $ (605,105 )

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

 
F-20

 

(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 1995
    1,163,012     $ 5,815     $ 596,550     $ (605,105 )
                                 
Common stock issued for expenses paid at $0.01 per share
    2,000,000       10,000       5,000       -  
                                 
Net loss for the year ended December 31, 1996
    -       -       -       (12,260 )
                                 
Balance, December 31, 1996
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 1997
    -       -       -       -  
                                 
Balance, December 31, 1997
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 1998
    -       -       -       -  
                                 
Balance, December 31, 1998
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 1999
    -       -       -       -  
                                 
Balance, December 31, 1999
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 2000
    -       -       -       -  
                                 
Balance, December 31, 2000
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 2001
    -       -       -       -  
                                 
Balance, December 31, 2001
    3,163,012       15,815       601,550       (617,365 )
                                 
Net loss for the year ended December 31, 2002
    -       -       -       -  
                                 
Balance, December 31, 2002
    3,163,012     $ 15,815     $ 601,550     $ (617,365 )

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

 
F-21

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During the
 
   
Common Stock
   
Paid-In
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
                         
Balance, December 31, 2002
    3,163,012     $ 15,815     $ 601,550     $ (617,365 )
Net loss for the year ended December 31, 2003
    -       -       -       -  
                                 
Balance, December 31, 2003
    3,163,012       15,815       601,550       (617,365 )
Net loss for the year ended December 31, 2004
     -        -        -        -  
                                 
Balance, December 31, 2004
    3,163,012       15,815       601,550       (617,365 )
Net loss for the year ended December 31, 2005
    -       -       -       (1,476 )
                                 
Balance, December 31, 2005
    3,163,012       15,815       601,550       (618,841 )
Net loss for the year ended December 31, 2006
    -       -       -       -  
                                 
Balance, December 31, 2006
    3,163,012       15,815       601,550       (618,841 )
Common stock issued for services at $0.005 per share on May 9, 2007
    30,000,000       150,000       -       -  
                                 
Net loss for the year ended December 31, 2007
    -       -       -       (150,000 )
                                 
Balance, December 31, 2007
    33,163,012       165,815       601,550       (768,841 )
Net loss for the year ended December 31, 2008
    -       -       -       -  
                                 
Balance, December 31, 2008
    33,163,012       165,815       601,550       (768,841 )
Net loss for the year ended December 31, 2009
    -       -       -       (1,665 )
                                 
Balance, December 31, 2009
    33,163,012       165,815       601,550       (770,506 )
Net loss for the year ended December 31, 2009
    -       -       -       -  
                                 
Balance, December 31, 2009
    33,163,012       165,815       601,550       (770,506 )
Common stock issued for patents at $0.25 per share (unaudited)
    5,000,000       5,000       1,245,000       -  
                                 
Net loss for the three months ended March 31, 2010 (unaudited)
    -       -       -       (1,665 )
                                 
Balance, March 31, 2010 (unaudited)
    38,163,012     $ 170,815     $ 1,846,550     $ (772,171 )

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

 
F-22

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(unaudited)

               
From Inception
 
               
on August 5,
 
   
For the Three Months Ended
   
1987 Through
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
 
                   
OPERATING ACTIVITIES
                 
                   
Net loss
  $ (1,665 )   $ -     $ (4,495,971 )
Adjustments to reconcile loss to cash flows from operating activities
                       
Common stock issued for services
    -       -       3,874,170  
Loss from disposition of subsidiary
    -       -       564,300  
Expenses paid on behalf of the Company
    -       -       52,336  
Changes in operating assets and liabilities
                       
Increase in accounts payable
    1,665       -       5,165  
                         
Net Cash Used in Operating Activities
    -       -       -  
                         
INVESTING ACTIVITIES
    -       -       -  
                         
FINANCING ACTIVITIES
                       
                         
Net Cash Provided by Financing Activities
    -       -       -  
                         
NET INCREASE IN CASH
    -       -       -  
                         
CASH AT BEGINNING OF PERIOD
    -       -       -  
                         
CASH AT END OF PERIOD
  $ -     $ -     $ -  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
CASH PAID FOR:
                       
                         
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  

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

 
F-23

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010 and December 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements.  The results of operations for the periods ended March 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles 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. The Company has not yet Established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

 
F-24

 

PROTECT PHARMACEUTICAL CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010 and December 31, 2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810):  Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505):  Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260.  Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 4 - PAYABLE RELATED PARTY

A shareholder of the Company has advanced the corporation $1,731.  The liability is non interest bearing, is unsecured and is due and payable upon demand.

NOTE 5 -  EQUITY TRANSACTIONS

On February 12, 2010, the Company issued 5,000,000 shares of its common stock pursuant to a Patent Acquisition Agreement. The patents were valued at the trading price of the shares on the issuance date of $0.25 per share.

NOTE 6 – SUBSEQUENT EVENTS

On May 28, 2010, the Company issued 5,000,000 shares of its common stock to an officer and director under the terms of his employment contract. The Company also issued 150,000 shares to its legal counsel, 20,000 shares each to 2 directors and 15,000 shares to a consultant.

In accordance with SFAS 165 (ASC 855-10) Company management reviewed all material events through June 8, 2010, and determined that there are no additional material subsequent events to report.

 
F-25

 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly organized.

 
Protect Pharmaceutical Corporation
 
   (Registrant)
     
Date: June 8, 2010
By:
/S/  Williams D. Abajian
   
Williams D. Abajian
   
President, Chief Executive Officer and
   
Director

 
S-1

 
PATENT ACQUISITION AGREEMENT
 
This Patent Acquisition Agreement (the “Agreement”) is entered into and effective as of February 12, 2010 (the “Effective Date”), by and among Nectid Inc. , a Delaware corporation having a principal place of business at 116, Village Boulevard, Princeton, NJ 08540 (the “Assignor”), and Pro-Tect, Inc. , a Nevada corporation, mailing address c/o Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite 104, Salt Lake City, Utah (the “Assignee or “Company”). The Assignee and Assignor are individually referred to as “Party” and collectively as “Parties”
 
WITNESSETH
 
WHEREAS, Assignor is willing to sell its right, title and interest in certain of its patents and patent applications to Assignee; and
 
WHEREAS, Assignee wishes to acquire such patents and patent applications in a transaction described herein (the “Acquisition”),
 
NOW THEREFORE
 
In view of the foregoing premises and the mutual covenants set forth herein, the parties agree as follows:
 
1.0
  DEFINITIONS
 
1.1       Assigned Patents . The Assigned Patents means all issued patents and pending patent applications, including any provisional, divisional, continuation, continuation-in-part, reissue or re-examination applications, or patents issuing therefrom (and further including any foreign counterpart patents and applications corresponding thereto), as more particularly set forth in Exhibit A, annexed hereto and by this reference made a part hereof.

1.2      “Capitalization” means the financing of the Assignee immediately after the closing date wherein the financing is to be no less than $ 2.0 million.

1.3      “Commercially Reasonable Efforts” means, with respect to the efforts to be expended by Company with respect to any objective, those reasonable, diligent, good faith efforts to accomplish such objective as a pharmaceutical company would normally use to accomplish a similar objective under similar circumstances with respect to a product owned by such company, taking into account the proprietary position of the product, pricing, the potential profitability of the product, regulatory considerations and other commercially or scientifically relevant factors.

1.1      “Company Disclosure Letter” has the meaning set forth in Section 6.0.

1.2      “Company RSU” means an award of restricted stock units granted under a Company Equity Plan that is outstanding as of the relevant date.

 

 

1.3      “Company Option” means an option to acquire Company Common Stock granted under a Company Equity Plan that is outstanding and unexercised as of the relevant date.

1.4      “Company ESPP or Company Equity Plan” means the Company Employee Stock Purchase or Incentive Plan.

1.5      “Company SEC Reports” has the meaning set forth in Section 6.5.

1.6      “Developmental Milestones” means performance or developmental requirements required should Assignee license the patents from Exhibit A to a third party.

1.7      “DEA” means United States Drug Enforcement Administration.

1.8      “Effective Time” means as defined in Section 2.4.

1.9      “Exchange” means Over The Counter Bulletin Board or NASDAQ

1.10    “FDA” means Federal Drug Administration.

1.11    “Gross Revenues” means the total revenues from upfront licensing fees and Milestone Payments from the Commercialization of the Assigned Patents received from third parties in a year, as calculated prior to any deductions or adjustments.

1.12    “Material Adverse Effect” means any event, change, development or occurrence that, either individually or in the aggregate with all other events, changes, developments or occurrences, would have, or could reasonably be expected to have, a material adverse effect on: (i) the properties, assets, liabilities, business, results of operations, financial condition of the Company taken as a whole, but excluding any such event, change, development or occurrence resulting from or arising out of (A) changes in the financial markets generally in the United States or that are the result of acts of war or terrorism (B) general national, international or regional economic, financial, political or business conditions (including changes in Law or GAAP or the interpretation thereof) affecting generally the generic pharmaceutical industry or the pharmaceutical industry, which do not have a materially disproportionate effect (relative to other industry participants) on the Company taken as a whole, (C) the execution, announcement and performance of this Agreement, or any actions taken, delayed or omitted to be taken by the Company pursuant to this Agreement or at the request of Assignor, (D) any matter of which Assignor or its Representatives has actual knowledge on the date of this Agreement, and (E) any matter set forth in Section 6 of the Company Disclosure Letter; or (ii) the ability of the Company to consummate the Acquisition.

1.13    “Milestone Payments” means all non-royalty income received by the Assignee during the course of and related to Commercialization of the Assigned Patents.

1.14    “Net Sales” means the amount of sales generated by a company after the deduction of returns, allowances for damaged or missing goods and any discounts allowed.

 
2

 

1.15    “Permits” means any material governmental licenses, franchises, permits, certificates, consents, orders, approvals, filings or other similar authorizations or notifications required under applicable Law.

1.16    “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof.

1.17    “Products” means the pharmaceutical products and services developed during the course of Commercialization of the Assigned Patents”.

1.18    “Restrictive Legend” means the restrictive legend on the stock issued to the Assignor under this Agreement.

1.19    “Royalty” means the percentage of income to be paid to Assignor based on revenue received from the commercialization of the Assigned Patents. This includes the recurring consideration (revenue) received from third parties and the revenue earned by direct marketing.

1.20    “SEC” has the meaning set forth in Section 6.5.

1.21    “Securities” has the meaning set forth in Section 6.4.

1.22    “Securities Act” means the Securities Act of 1933, as amended.

1.23    “Subsidiary” means any corporation, company, partnership, organization or other entity of which the securities or other ownership interests having a majority of the ordinary voting power in electing the board of directors or other governing body are, at the time of such determination, owned by a company or another Subsidiary.

1.24    “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; the foregoing shall include any transferee or secondary liability for a Tax and any liability assumed by agreement or arising as a result of being (or ceasing to be) a member of any Affiliated Group (or by being included (or required to be included) in any Tax Return relating thereto).
 
1.25           “Tax Returns” means any return, report, information return or other document (including schedules or any related or supporting information) filed or required to be filed with any Governmental Entity or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

 
3

 

2.0
CONDITIONS TO CLOSING
 
The “Closing” of the Acquisition is subject to the following conditions:
 
2.1   Due Diligence for Assigned Patents . The Assignee and its attorneys, representatives and agents shall have satisfactorily completed their due diligence investigation of the Assignor and the Assigned Patents.  Between the Effective Date and the Closing, these representatives shall be given full access to all files owned or controlled by Assignor (excluding all documents covered by Assignor’s attorney-client privilege) relating to the ownership, prosecution or issuance of the Assigned Patents (collectively, the “Assigned Patents Files”).  Assignor agrees to cause its officers and management to cooperate fully with Assignee’s representatives and agents and to make themselves available to the extent reasonably necessary to complete the due diligence process and the Closing of the Acquisition.

2.2      Due Diligence for Assignee . The Assignor and its attorneys representatives and agents shall have satisfactorily completed their due diligence investigation of the Assignee. Between the Effective Date and the Closing, these representatives of the Assignor shall be given full access to all files related to the Assignee’s current and past, pending contracts, obligations, loans, liabilities and legal actions against Assignee.
 
2.3   Closing Date . The Closing of the Acquisition shall take place on a date to be mutually agreed by Assignor and Assignee, but in no event later than February 26, 2010 (the “Closing Date”), provided, however, that the Parties allow the due diligence process set out in Section 2.1 and Section 2.2 above (the “Due Diligence”) to commence at least two weeks prior to the Closing Date.  If the Parties fail to do so, then the Closing Date shall be two weeks from such date.

2.4     Effective Time .  As soon as practicable after the Closing Date, the Assignee hereto shall cause the filing of a registration statement on Form 10 or other SEC forms as may be required to cause the Company Securities to be listed on an Exchange (the date and time of such filing, or if another date and time is specified in such filing, such specified date and time, being the “Effective Time”).
 
2.5   Document Return or Disposition . In the event the Acquisition fails to close on or before the Closing Date specified in Section 2.3 above, unless otherwise agreed to in a writing signed by the Parties, the Parties shall (i) immediately return to each other all files and materials made available by each other or their respective attorneys or agents under Section 2.1 and Section 2.2 hereof or otherwise under this Agreement (together with all copies of such files and materials made by the Parties or their respective attorneys or agents, expressly excluding any materials containing information protected by attorney-client privilege, attorney work product, or any other applicable privilege),  (ii) immediately destroy and discard, or cause to be destroyed or discarded, all notes, memoranda, analyses, opinions, recordings, and any other written or recorded information or media prepared by the Parties or their respective attorneys or agents (including materials containing information protected by attorney-client privilege, attorney work product, or any other applicable privilege), and (iii) Certificate of Incorporation, Articles of Association, Financial Statements, SEC Filings, State Corporate Filings, State and Federal Tax Filings, Corporate Record Book, Approvals, Stock Certificates as a result of, or in connection with, the review by the Parties of any non-public files or materials made available by the Parties to each other under Section 2.1 and Section 2.2 hereof or otherwise under this Agreement.

 
4

 
 
3.0
  ASSIGNMENT
 
3.1   Assignment of Assigned Patents . Assignor agrees to sell, transfer and assign its entire right, title and interest in the Assigned Patents to Assignee pursuant to the Patent Assignment attached hereto as Exhibit A, free and clear of all liens, mortgages, pledges, security interests, prior assignments and encumbrances of any kind or nature whatsoever.   On the Closing Date, Assignor shall execute and have notarized a Patent Assignment in the form attached hereto as Exhibit A and by this reference made a part hereof, for filing by Assignee with the U.S. Patent and Trademark Office (the “USPTO”) and any foreign patent office that is relevant.  Upon the Closing of the Acquisition, this Patent Assignment shall be effective and, thereafter, (i) Assignee shall have sole responsibility and authority to prosecute any pending patent application included in the Assigned Patents, and (ii) Assignee shall assume responsibility for all fees and expenses associated with the Assigned Patents including, without limitation, all maintenance, annuity and prosecution-related fees and expenses.
 
3.2   Further Assurances as to Assigned Patents . At any time and from time to time after the Closing of the Acquisition, at Assignee’s reasonable request and expense, Assignor shall promptly execute and deliver, and shall cause its officers and employees (when appropriate) to execute and deliver, in a form reasonably acceptable to Assignee, such instruments of sale, transfer, conveyance, assignment and confirmation as may reasonably be required, and shall take such other action as Assignee may reasonably request, to more effectively transfer, convey and assign to Assignee all of Assignor’s right, title and interest in the Assigned Patents and to confirm such sale, transfer, conveyance and assignment by Assignor to Assignee.  In the event that a party becomes aware of any existing patent or pending patent application that is covered by the definition of Assigned Patents, but which is not currently listed on Exhibit A, such patent or patent application shall automatically be added to Exhibit A and shall be deemed to constitute Assigned Patents for all purposes hereunder.  Prior to the Closing of the Acquisition, Assignor will procure a certification from Ram Sesha (the “Assigned Patents Inventor”), in the form attached hereto as Exhibit B and by this reference made a part hereof, in which the Assigned Patents Inventor certifies that (i) the inventor named in the issued U.S. patents listed in Schedule 1 of this Agreement is the inventor of the claimed subject matter therein, (ii) the inventor has no knowledge of any mis-joinder or non-joinder of inventorship in the Assigned Patents, and (iii) he has assigned all of his ownership interests in the Assigned Patents to Assignor.

 
5

 

3.3            Retention by Assignor of Non-Assigned Patents and Patent Applications .  Any and all Patents and Patent Applications currently owned by Assignor and not included as an Assigned Patent in Exhibit A, or to be acquired in the future, shall be deemed and referred to herein as “Non-Assigned Patents and Patent Applications.” Assignor shall own all right, title and interest in and to the Non-Assigned Patents and Patent Applications and, after the closing of the Acquisition as described elsewhere in this Agreement, Assignor shall continue to own all right, title and interest in and to Non-Assigned Patent. No portion of the Non-Assigned Patent and Patent Applications is being sold, transferred, conveyed or assigned by Assignor to Assignee under this Agreement or otherwise.

4.0
  CONSIDERATION
 
4.1   Payment .  In consideration of the Acquisition, the Assignee will pay to the Assignor, or as the Assignor may otherwise direct, an aggregate of 7,000,000 shares of Assignee’s authorized but previously unissued common stock, which shares shall be deemed “restricted securities” as defined by Rule 144 promulgated under the Securities Act of 1933.  Of the 7,000,000 shares, 5,000,000 shares will be issued and delivered to Assignor at the Closing of the Acquisition and the balance of 2,000,000 shares will be issued and delivered to Assignor, upon completion of the immediate first round of Capitalization of the Assignee as defined in Section 1.2.

4.1A  Following the Closing of the Acquisition, Assignee shall use its best efforts to cause to be prepared and filed with the SEC a registration statement on an appropriate form pursuant to the Securities Act, which registration statement shall include 2,000,000 shares of the 5,000,000 shares that are to be issued to Assignor at the Closing.  The shares to be included in the registration statement may be subject to limitations imposed by the SEC.

4.2   Royalty .   As further consideration for the Acquisition of the Assigned Patents, Assignee agrees to pay to Assignor as below:

4.2A    If revenues from the Commercialization of the Assigned Patents are received from a third party for licensing fees or Milestone Payments, Assignor shall be paid 20% of the Gross Revenues received by the Assignee for the licensing fees and Milestone Payments;

4.2B     If the earnings from the Commercialization of the Assigned Patents, are by direct sales, the Assignor shall be paid 20 % of Net Sales: 

The Royalty, in either case, shall be paid in cash on a quarterly basis within ninety (90) days from filing the Form 10-Q for the applicable quarterly period.

4.3.    Milestone Payments . As further consideration for the Acquisition of the Assigned Patents, Assignee agrees to pay to Assignor 10% of all the Milestone Payments received by Assignee from the commercial exploitation of the Assigned Patents. The Milestone Payment shall be paid in cash within sixty (60) days of its receipt.


 
6

 

4.4   Employment Agreement . Upon the Closing of the Acquisition, the President and Chief Executive Officer of the Assignor would become the Chief Operating Officer of the Assignee under an Employment Agreement effective concurrently with entering into this Agreement. The terms of the Employment Agreement shall be similar to those applicable to the Chief Executive Officer and President of the Assignee and to be negotiated by the Parties in good faith. During the employment period, the Chief Operating Officer of the Assignee shall serve as a member of the Board of Directors of the Company.

4.5   Directors and Officers .  Upon the Closing of the Acquisition, the Assignor would nominate two individuals of repute to the Board of Directors of the Assignee, under the terms of an agreement similar to those applicable to other Board of Directors, each to hold office in accordance with the certificate of incorporation and bylaws of the Assignee.  The officers of the Company immediately prior to the Closing of the Acquisition, save for Section 4.4, shall be the current officers of the Assignee, each to hold office in accordance with the certificate of incorporation and bylaws of the Assignee.

4.6    Removal of Restrictive Legend .  Assignee shall consent to the removal of Restrictive Legend on the stock issued to Assignor hereunder, upon receiving a written request from the Assignor. The consent shall be provided within thirty days of receipt of a written request from the Assignor and shall be subject to any exceptions and limitations imposed by relevant securities and corporate laws.

4.A
DEVELOPMENT PROGRAM

4A.1   Development Program.   The Assignee shall prepare and implement a development program in respect of the Assigned Patents. The development program must be consistent with the usual practice followed in the industry to develop and commercialize Products, covered by the Assigned Patents listed in Exhibit A, through a commercialization program, which program shall include but not be limited to the development, marketing, promotion, distribution and sale of Products.

4A.2   Developmental Obligations of Assignee .  The Assignee shall, at its sole cost and expense, diligently prepare, manage, implement, and prosecute the Development Program and commercialize the Assigned Patents in accordance with Section 4.A.

 
(i)
Commercially Reasonable Efforts must begin within 12 months of Effective Date. The Assignee shall provide regular (not less than annual) updates to the Chief Operating Officer of the Assignor in respect of the management, implementation, and prosecution of the Development Program.

4A.3   Developmental Milestones .  As partial satisfaction of the requirements or the developmental program above and subject to the subsequent paragraph, Assignee shall achieve the following developmental milestones by the dates set forth below:

 
(i)
File an IND application for at least one Product within two years of Closing of this Agreement;

 
7

 

 
(ii)
Initiate clinical studies for at least one Product within three years of Closing of this Agreement;
 
(iii)
Commercialize at least one Product within five years of Closing this Agreement;
 
(iv)
Other diligence provisions as agreed on by the Parties in writing;

5.0
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF ASSIGNOR
 
Assignor represents and warrants to Assignee as follows:
 
5.1   Assigned Patents . Exhibit A hereto lists all patents and patent applications included within the definition of Assigned Patents under this Agreement.
 
5.2   Ownership of Assigned Patents . Assignor is the sole and exclusive owner of the Assigned Patents, and it has the unencumbered right to sell and transfer its entire right, title and interest in the Assigned Patents to Assignee as contemplated hereby.  The Assigned Patents are free and clear of all liens, mortgages, pledges, security interests, prior assignments or encumbrances, and any restrictions on transfer.
 
5.3   Files . Assignor shall use its best efforts to provide to Assignee all existing files and records specified in Section 2.1 hereof as the Assigned Patents Files.
 
5.4   Licenses as to Assigned Patents . Assignor has not granted any license or right under any of the Assigned Patents to any third party.
 
5.5   Status of Assigned Patents . All maintenance fees required to be paid as of the Closing Date with respect to all issued U.S. patents listed in Exhibit A hereto have been or shall be paid by Assignor.
 
5.6   Sufficiency of Rights as to Assigned Patents . All issued patents included as Assigned Patents are existing and in full force and effect.  At the Closing of the Acquisition, Assignor will assign its entire right, title and interest in the Assigned Patents to Assignee.  The execution of this Agreement will not result in the loss or impairment of the right, title and interest in the Assigned Patents that Assignor will convey to Assignee at Closing.

5.7   Claims as to Assigned Patents . To the best of Assignor’s knowledge, there are no actions, suits, investigations, claims or proceedings threatened, pending or in progress relating to the Assigned Patents.  To the best of Assignor’s knowledge, none of the Assigned Patents have been or are currently involved in any reexamination, reissue, interference proceeding or any similar proceeding and no such proceedings are pending or threatened.  No settlement agreements, consents, judgments, orders, forbearance to sue or similar obligations limit or restrict Assignor’s rights in and to any of the Assigned Patents.  Assignor has not asserted any claim against any third party relating to infringement of the Assigned Patents.

 
8

 

5.8   No Prior Disclosures as to Assigned Patents . To the best of Assignor’s knowledge, Assignor has made no public disclosures of any non-public portion of the claimed subject matter contained in the Assigned Patents prior to filing with the USPTO a U.S. patent application pertaining to any such non-public portion.
 
5.9   Status of Assignor .  Assignor is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact.

5.10   Authorization of Assignor . Assignor hereby represents and warrants that this Agreement has been duly and validly executed and delivered by Assignor, and constitutes the valid and legally binding obligation of Assignor, enforceable in accordance with its terms and conditions.  The execution, delivery, and performance of this Agreement have been duly authorized by Assignor, and no other corporate proceedings on the part of Assignor are necessary to authorize this Agreement or the transactions contemplated hereby.

5.11   No Tax Advice from Assignee or its Agents.   Assignor has had an opportunity to review with its own tax advisors the foreign, federal, state and local tax consequences of the transactions contemplated by this Agreement.  Assignor is relying solely on such advisors and not on any statements or representations of Assignee or any of its agents and understands that Assignor (and not Assignee) shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement.

5.12   No Legal Advice from Assignee or its Agents. Assignor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel.  Assignor is relying solely on such counsel and not on any statements or representations of Assignee or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement, except for representations, warranties and covenants set forth under Section 6.0 herein.

5.13   Restricted Securities .  Assignor acknowledges that the shares of Assignee’s common stock that Assignor will receive hereunder in consideration for assigning the Assigned Patents to Assignee, are deemed “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, and are being issued pursuant to an exemption or exemptions from such Act.  Assignor further acknowledges that it may not sell or otherwise transfer the subject shares except pursuant to a registration statement or in reliance upon an exemption to registration under the Securities Act of 1933.

6.0
  REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Except as set forth in this Agreement, the Assignee’s SEC Reports or in the corresponding section of the Company Disclosure Letter delivered to Assignor by the Company concurrently with entering into this Agreement (the “Company Disclosure Letter”) (it being understood that any information set forth in a particular section of the Company Disclosure Letter shall be deemed to be disclosed in each other section of the Company Disclosure Letter to which the relevance of such information is reasonably apparent), the Assignee represents and warrants to Assignor that:

 
9

 

6.1             Status of Assignee .  Assignee is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact. The Assignee has made available to Assignor a complete and correct copy of the certificate of incorporation and bylaws, each as amended to date, of the Assignee.

6.2            Subsidiaries .  Except as set forth in Section 6.2 of the Company Disclosure Letter, the does not have any subsidiaries.

6.3   Authorization of Assignee . Assignee has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement.  This Agreement has been duly executed and delivered by the Company and assuming that this Agreement is a valid and binding obligation of Assignor, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.  As of the date of this Agreement, the Board of Directors of the Company has approved and adopted this Agreement and, subject to Section X.X has resolved to recommend that the Company’s stockholders approve this Agreement.

6.4            Capitalization .  Assignee has an authorized capitalization of 50,000,000 shares of common stock, $0.005 par value, of which 33,163,012 shares are presently issued and outstanding.  All outstanding shares of Assignee’s common stock are, and will be at the Closing Date, duly authorized, validly issued, fully paid and nonassessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued common stock or other securities of Company. Except as set forth in Section 6.4 of the Company Disclosure Letter and other than pursuant to (i) the Rights Agreement and (ii) the Company Equity Plans, there are no outstanding, and there have not been reserved for issuance any, (i) shares of capital stock or other voting securities of the Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Assignee or its Subsidiaries; (iii) Company Options, Company RSUs or other rights or options to acquire from the Company, or obligations of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, as the case may be, or (iv) equity equivalent interests in the ownership or earnings of the Company or other similar rights (the items in clauses (i) through (iv) collectively, “Securities”).  There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Securities.  There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which the Assignee is bound relating to the voting or registration of any shares of capital stock of the Company or preemptive rights with respect thereto.

 
10

 

6.5            Company SEC Reports .  The Company currently does not have any securities registered with the Securities and Exchange Commission (“SEC”), either under the Securities Act of 1933 or the Securities Exchange Act of 1934, nor is the Company currently obligated to file such registration statements or to make any annual, quarterly or periodic reports with the SEC or to make and file any other SEC Reports.

6.6.            No Liabilities .  There are no liabilities or obligations of the Company (whether accrued, contingent, absolute, determined or determinable) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company other than liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Assignee as of Closing Date under Section 6.6 of the Company Disclosure Letter.  The Company represents there are no liabilities or obligations under any agreement, contracts, lease, note, mortgage, indenture or other obligation of the Company, which is not in violation of the terms of this Agreement.

6.7            Absence of Certain Changes or Events .  Except as disclosed in the Company Disclosure Letter of this agreement, since its incorporation and prior to the date of this Agreement, the business of the Company has been conducted in all material respects in the ordinary course consistent with past practice.  Since its incorporation till the Closing Date, there has not been any event, occurrence or development that has had, either individually or in the aggregate, a Material Adverse Effect.

6.8            Tax Matters .  The Company has filed all material federal, foreign, state, county and local income, excise, property and other Tax Returns that are required to be filed by them (taking into account any extensions of time to file that have been duly perfected).  Except as set forth on the Section 6.8 of the Company Disclosure Letter, all Taxes shown as owing by the Company on all such Tax Returns have been fully paid or properly accrued.  The Company has no knowledge that (i) the provision for Taxes on the Current Balance Sheet is insufficient for all accrued and unpaid Taxes as of the date thereof and (ii) all material Taxes which the Company or any Subsidiary is obligated to withhold from amounts owing to any employee, creditor or third party have not been fully paid or properly accrued.  There are no material Liens with respect to any Taxes upon any of the Company’s assets, other than (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings.

6.9            Litigation .  Except as set forth in Section 6.9 of the Company Disclosure Letter, there is no action, suit, claim, investigation, arbitration or proceeding pending or, to the Company 's knowledge, threatened against the Company or its assets or properties, or its officers and directors, in their capacity as such, before or by any court, arbitrator or Governmental Entity, that, would have, either individually or in the aggregate, a Material Adverse Effect.  There are no unsatisfied judgments or awards, decrees, injunctions, rules or orders of any Governmental Entity, court or arbitrator outstanding against the Assignee that would materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement.

 
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6.10.         Employee Benefit Plans .  Except as listed in Section 6.10 of the Company Disclosure Letter, with respect to employees of the Company, the Company does not maintain or contribute to any “employee benefit plans” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or any other material employee benefit plans, policies, stock option plan, agreements, arrangements or program (collectively, the “Employee Benefit Plans”). Except as listed in Section 6.10 of the Company Disclosure Letter, (i) the consummation of the transactions contemplated by this Agreement will not give rise to any material severance liability, or accelerate the time of payment or vesting or increase the amount or value of compensation or benefits due to any employee of the Company solely by reason of such transactions or by reason of a termination of employment following such transactions.

6.11.         Compliance with Laws; Permits .  Except as set forth in Section 6.11 of the Company Disclosure Letter or as would not have a Material Adverse Effect, the Company is in compliance in all material respects with all Laws applicable to the Company, including without limitation the Laws enforced and regulations issued by the DEA, the Department of Health and Human Services and its constituent agencies, the FDA, the Centers for Medicare & Medicaid Services, and Office of Inspector General, including without limitation the anti-kickback law (Social Security Act § 1128B(b)) and analogous Laws of the various states, the drug price reporting requirements of titles XVIII and XIX of the Social Security Act, and the Laws precluding off-label marketing of drugs.  The Company  is not debarred under the Generic Drug Enforcement Act of 1992 and, to the Company’s knowledge, the Company does not employ or use the services of any individual who is debarred.  Except as would not have a Material Adverse Effect, to Company’s knowledge, the Company is not under investigation with respect to, or has the Company been threatened in writing to be charged with or been given written notice of any violation of, any applicable Law.

6.12.         Affiliated Transactions .  Except as set forth in Section 6.12 of the Company Disclosure Letter, the Company has no knowledge that any officer, director, stockholder or Affiliate of the Company is a party to any material agreement, contract, commitment or transaction with the Company or has any material interest in any material property used by the Company.

6.13.         Employees .  Except as set forth in Section 6.13 of the Company Disclosure Letter, the Company has not experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years.  The Company has not committed any material unfair labor practice.  Except as set forth in Section 6.12 of the Company Disclosure Letter, the Company has no knowledge that any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company.

 
12

 

6.14.         Brokerage .  Except as set forth in Section 6.14 of the Company Disclosure Letter, no Person is entitled to any brokerage, finder’s or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company for which Assignor could become liable or obligated.

6.15.         Contracts .  Except as set forth in Section 6.15 of the Company Disclosure Letter, to the Company’s knowledge neither the Company nor any other party, is in breach, default or violation (and no event has occurred or not occurred through the Company’s action or inaction or, to the Company’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Contract to which the Company is now a party, or by which its properties or assets may be bound, except for breaches, defaults or violations that would not have, either individually or in the aggregate, a Material Adverse Effect.

6.16         Vote Required .  No shareholder approval is required for the Company to execute and perform the transactions contemplated by this Agreement and no such shareholder vote is anticipated.

6.17.         Approval .  The Board of Directors of the Company has approved the Acquisition, this Agreement and the transactions contemplated by this Agreement, and such approval is sufficient to render this Agreement effective.

6.18.         Conduct of the Business .  The Company covenants and agrees, as set forth in Section 6.18 of the Company Disclosure Letter, that from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by Law or to the extent Assignor shall otherwise consent in writing, which decision regarding any such consent shall not be unreasonably withheld, conditioned or delayed:

(a)           the Company shall conduct its business in all material respects only in the ordinary and usual course and, to the extent consistent therewith, it shall use its commercially reasonable efforts to (i) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (ii) maintain and keep material properties and assets in good repair and condition and (iii) maintain in effect all material governmental Permits pursuant to which such party currently operates; and

(b)           the Company shall not (i) issue, sell or redeem any shares of its capital stock, (ii) issue, sell or redeem any securities convertible into, or options with respect to, warrants to purchase, or rights to subscribe for, any shares of its capital stock (other than pursuant to the terms of the Company ESPP, any Employee Benefit Plan or any awards made under the Company Equity Plans), (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization, (iv) amend its certificate or articles of incorporation or bylaws (or equivalent organizational documents), except for amendments, which would not prevent or materially impair the consummation of the transactions contemplated by this Agreement or (v) except as set forth in Section 6.18  of the Company Disclosure Letter, make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange or other activity) in any transaction or any series of related transactions.

 
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6.19            No Control of the Company’s Business .  Nothing contained in this Agreement shall give Assignor, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time.  For the avoidance of doubt, nothing in this Agreement shall be construed as prohibiting or requiring the consent of Assignor with respect to any of the matters described in Section 6.19 of the Company Disclosure Letter.

6.20            Shareholder List . There are no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued common stock or other securities of Company, except as set forth in Section 6.20 of the Company Disclosure Letter. Section 6.20 of the Company Disclosure Letter constitutes the complete copy of the Company's shareholder records.

6.21            No Other Representations or Warranties .  Except for the representations and warranties contained in this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company.

7.0
  CONFIDENTIALITY
 
7.1  The Assigned Patents Files shall be treated by Assignee as “Confidential Information” of Assignor until the Closing of the Acquisition.  Thereafter, the Assigned Patents Files and the Assigned Application Files shall be treated by Assignor as “Confidential Information” of Assignee.  If, for any reason, the Acquisition does not close, Assignee shall continue to treat the Assigned Patents Files and the Assigned Application Files as “Confidential Information” of Assignor and, further, Assignee shall comply with the provisions of Section 2.5 hereof in connection with the return or disposal of such files and materials.

 7.2  Each party agrees that it will not disclose, publish, or disseminate Confidential Information of the other to anyone other than those of its employees, legal counsel or other persons with a demonstrated need to know, and further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.  The obligations of confidentiality contained in this Section will not apply to the extent that it can be established by the recipient of “Confidential Information” hereunder that such Confidential Information was; a) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the recipient; b) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the recipient in breach of this Agreement; c) was rightfully disclosed to recipient by a third party without restriction after the date hereof or d) is required to be disclosed to comply with any law, order, decree or government or stock exchange request, in which case (i) the recipient will provide the disclosing party with prompt written notice so that said disclosing party may seek a protective order or other appropriate remedy or waive compliance with the confidentiality provisions hereof and (ii) in the event such protective order or other remedy is not obtained, or that compliance with the confidentiality provisions hereof is waived, the recipient will furnish only such portion of such information which it is advised in writing by counsel is legally advisable to furnish and will use its reasonable best efforts at the expense of the disclosing party to obtain reliable assurance, to the extent available, that confidential treatment will be accorded such information. For purposes of this Section 7.2, the Party disclosing information will be deemed the “disclosing party” and the Party receiving the information will be deemed  as the “recipient”..

 
14

 
 
7.3  The provisions of this Section 7.0 will survive any termination or expiration of this Agreement.
 
8.0
  GENERAL PROVISIONS
 
8.1   Governing Law and Jurisdiction . This Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York without regard to principles of conflicts of law.  Each party hereby agrees to jurisdiction and venue in the courts of the State of New York or the Federal courts sitting therein for all disputes and litigation arising under or relating to this Agreement.
 
8.2   No Waiver . Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
 
8.3   Independent Contractors . The relationship of Assignor and Assignee established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed (i) to give either party the power to direct or control the day-to-day activities of the other, or (ii) to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
 
8.4   Section Headings . The section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
8.5   Interpretation . The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
 
8.6   Severability . If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

8.7   Disclaimers . This Agreement does not confer by implication, estoppel, laches or by any other means any license or any right other than those expressly granted herein.

 
15

 


 8.8   Expenses . Except as otherwise expressly provided herein, all parties will be responsible for their own costs and expenses, including counsel fees, incurred in connection with this Agreement.
 
8.9   Injunctive Relief . The parties agree that a material default of the provisions of this Agreement by a party hereto could cause irreparable injury to the other party for which monetary damages would not be an adequate remedy and such other party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any remedies it may have hereunder or at law.

8.10   Infringement .  In the event that Assignee or Assignor is named as a defendant in any patent infringement lawsuit brought as a result of Assignee’s efforts to market a Product during the commercialization of the Assigned Patents, Assignor shall fully cooperate with Assignee in the handling of all such claims or lawsuits, assist in production and location of evidence and provide other assistance as requested by Assignee, including assistance with discovery, depositions and expert testimony. Assignee shall have the obligation to undertake the control and defense of such Infringement Action, including the satisfaction of resulting legal fees and expenses, whether such action was brought against Assignor or Assignee. Assignee shall be responsible for the coordination and payment of legal activities and shall promptly reimburse all costs incurred by the Assignor. Assignee shall be solely responsible for, and hereby agrees to indemnify and hold harmless Assignor and its affiliates against, damages, claims, penalties, all legal fees and related expenses incurred by the Assignee in the satisfaction of its obligations.

8.11   Notices . All notices required or permitted to be given hereunder shall be in writing, shall make reference to this Agreement, and shall be delivered by hand or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed to the President or Chief Financial Officer of the party to be notified at the address first listed herein as the principal place of business for such party. Such notices shall be deemed served when received by the addressee or, if delivery is not accomplished due to some fault of addressee, when tendered for delivery.  Either party may give written notice to the other of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given to such party at such changed address.
 
8.11   Entire Agreement . This Agreement, including any Schedules and Exhibits attached hereto, which are hereby incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements or representations, oral or written, regarding such subject matter.  This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.
 
8.12   Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall constitute together the same document.  It is further agreed that the delivery by facsimile, e-mail or other recognized electronic medium of an executed counterpart of this Agreement will be deemed to be an original and will have the full force and effect of an original executed copy.

 
16

 


8.13    Assignment .  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:

Pro-Tect, Inc.
 
Nectid Inc.
         
By:
   
 
By:
  
Name:
   
Name:
 
Title:
President &
 
Title:
President &
 
Chief Executive Officer
   
Chief Executive Officer
         
By:
       
Name:
       

 
17

 

EXHIBIT A
 
PATENT ASSIGNMENT
 
For good and valuable consideration, the receipt of which is hereby acknowledged, Nectid Inc. (“ ASSIGNOR ”), hereby sells, assigns, transfers, and sets over its entire right, title, and interest in and to the patents and patent applications listed below as the “ Assigned Patents ”, including any divisional, continuation, continuation-in-part, reissue or re-examination applications, or patents issuing therefrom to Pro-Tect, Inc.  (“ ASSIGNEE ”) and its successors and assigns.
 
Assigned Patents :
 
1
Novel Tapentadol combinations for treating pain 61/004,029 dated November 23, 2007
2
TAPENTADOL COMPOSITIONS (WO2009067703) PCT/US2008/0844 dated November 21, 2008
3
Novel Slow Release Tapentadol Compositions 61/215,846 dated May 11, 2009
4
Novel Slow Release Tapentadol Compositions 61/216, 399 Dated May 18, 2009
5
Novel Slow Release Tapentadol Compositions 61/269,450 Dated June 25, 2009
6
Novel Slow Release Tapentadol Compositions 61/215, 010 Dated May 1, 2009
7
Novel and Potent Tapentadol Compositions 61/197,625 Dated October 30, 2008
8
Novel and Potent Tapentadol Compositions 61/205, 312 Dated January 21, 2009
9
Novel and Potent Tapentadol Compositions 61/ /268, 630 Dated June 15, 2009
10
NOVEL AND POTENT TAPENTADOL DOSAGE FORMS PCT/US2009/05866   Dated Oct 29, 2009
11
Novel Tapentadol Formulations 61/210, 469 Dated March 20, 2009
12
Abuse Proof Delivery Systems 61/217,434 Dated June 1, 2009
13
Novel GABA Analog Dosage Forms (NTD01302010)
ASSIGNOR hereby further sells, conveys, assigns, transfers, and sets over unto ASSIGNEE ASSIGNOR’s entire right, title, and interest in and to the aforesaid patents and patent applications in the United States and each and every country foreign to the United States; and ASSIGNOR further conveys to ASSIGNEE all priority rights resulting from the Assigned Patents, and all ASSIGNOR’s rights under any claim, including all causes of action for infringement, which arose at any time prior and up to the conveyance of said Assigned Patents to ASSIGNEE under this Patent Assignment.

 
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At any time and from time to time after the date of this Patent Assignment, at ASSIGNEE’s reasonable request and expense, ASSIGNOR promptly shall execute and deliver, and shall cause its officers and employees (when appropriate) to execute and deliver, in a form reasonably acceptable to ASSIGNOR, such instruments of sale, transfer, conveyance, assignment and confirmation as may reasonably be required, and shall take such other action as ASSIGNEE may reasonably request, to more effectively transfer, convey and assign to ASSIGNEE all of ASSIGNOR’s right, title and interest in the Assigned Patents and to confirm such sale, transfer, conveyance and assignment by ASSIGNOR to ASSIGNEE.

IN WITNESS WHEREOF, ASSIGNOR has hereunto set its hand and seal on the date below.

By:
  
Name:
 
Title:
President
Date:
n
   
State of n
)
 
)
County of n
)
 
Subscribed and sworn to before me
this  n day of n , 200 n
 
n
Notary Public of n
 
My commission expires: n

 
19

 

EXHIBIT B
 
CERTIFICATION OF CO-INVENTORS
 
In connection with a certain patent acquisition agreement dated  n between Nectid Inc. (“ Nectid ”) and Pro-Tect, Inc. (“Pro-Tect”), Nectid has been asked  n to provide a certification as to certain matters relating to the patents and patent applications listed below as “ Nectid Patents ”).
 
Nectid Patents :

  
·
Novel Tapentadol combinations for treating pain 61/004,029 dated November 23, 2007
  
·
TAPENTADOL COMPOSITIONS (WO2009067703) PCT/US2008/0844 dated November 21, 2008
 
·
Novel Slow Release Tapentadol Compositions 61/215,846 dated May 11, 2009
 
·
Novel Slow Release Tapentadol Compositions 61/216, 399 Dated May 18, 2009
 
·
Novel Slow Release Tapentadol Compositions 61/269,450 Dated June 25, 2009
 
·
Novel Slow Release Tapentadol Compositions 61/215, 010 Dated May 1, 2009
 
·
Novel and Potent Tapentadol Compositions 61/197,626 Dated October 27, 2008
 
·
Novel and Potent Tapentadol Compositions 61/205, 312 Dated January 21, 2009
 
·
Novel and Potent Tapentadol Compositions 61/ 61/268, 630 Dated June 15, 2009
 
·
NOVEL AND POTENT TAPENTADOL DOSAGE FORMS PCT/US2009/05866   Dated Oct 29, 2009
 
·
Novel Tapentadol Formulations 61/210, 469 Dated March 20, 2009
 
·
Abuse Proof Delivery Systems 61/217,434 Dated June 1, 2009
 
·
Novel GABA Analog Dosage Forms (NTD01302010)
I, the undersigned, hereby certify that (i) I am the inventor of the claimed subject matter in the Nectid Patents listed above, (ii) I have no knowledge of any mis-joinder or non-joinder of inventorship in the Nectid Patents, and (iii) I have assigned all of my ownership interests in the Nectid Patents to Nectid.  Such assignments of U.S. patents by the undersigned to Nectid have been filed with the United States Patent and Trademark Office and recorded at the following respective reel and frame numbers: (a) U.S. Patent No. n – Reel/Frame n ; (b) U.S. Patent No. n – Reel/Frame n ; and (c) U.S. Patent No. n – Reel/Frame n .  I make no other representations, warranties or assurances of any kind whatsoever concerning the Nectid Patents or any provisions of, or transactions contemplated by, the above-referenced patent acquisition agreement between Nectid and Pro-Tect.

 
20

 


IN WITNESS WHEREOF,  n has hereunto set his hand and seal on the date below.

   
n
 
Dated:
n

State of n
)
 
)
County of n
)

Subscribed and sworn to before me
this n day of n , 200 n

n
Notary Public of n

My commission expires: n

 
21

 
Protect Pharmaceutical Corporation
 
PRTT PATENT PORTFOLIO UPDATE
 
1
Novel Tapentadol combinations for treating pain 61/004,029 dated November 23, 2007
 
Provisional for WO2009067703
Active
 
2      TAPENTADOL COMPOSITIONS (WO2009067703) PCT/US2008/0844 dated November 21, 2008
 
National Phase Due May 21, 2010
Active
 
3      Novel Slow Release Tapentadol Compositions 61/216, 399 Dated May 18, 2009
 
PCT (PRTT05182010) filed May 18,
Active
 
4      Novel Slow Release Tapentadol Compositions 61/269,450 Dated June 25, 2009
 
PCT Will be filed on June 25 2010
Active
   
5      Novel Slow Release Tapentadol Compositions 61/215, 010 Dated May 1, 2009
 
PCT (PRTT05012010)filed May 1, 2010
Active
 
6      Novel and Potent Tapentadol Compositions 61/197,625 Dated October 30, 2008
 
Provisional for PCT/US2009/05866
Active
 
7      Novel and Potent Tapentadol Compositions 61/205, 312 Dated January 21, 2009
 
Provisional for PCT/US2009/05866
Active
 
8       Novel and Potent Tapentadol Compositions 61/ /268, 630 Dated June 15, 2009
 
Provisional for PCT/US2009/05866
Active
 
9      NOVEL AND POTENT TAPENTADOL DOSAGE FORMS PCT/US2009/05866 Dated Oct 29, 2009
 
National Phase Due on April29, 2012
Active
 
10     Abuse Proof Delivery Systems 61/217,434 Dated June 1, 2009
 
PCT will be filed on June 1, 2010
Active
 
11     Novel GABA Analog Dosage Forms NTD01302010 Dated January 30, 2010
 
PCT due on January 30, 2011
Active
 
12     Novel Tapentadol Formulations 61/210, 469 Dated March 20, 2009
 
Provisional Re-filed as PRTT05112010
New Priority
 
13     Novel Slow Release Tapentadol Compositions 61/215,846 dated May 11, 2009
 
Provisional Re-filed as PRTT05112010
New Priority

 
 

 
 

DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, NV 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Incorporation
(Pursuant to NRS 78)

 
1.
Name of Corporation:   Interstate Acquisitions, Inc.

 
2.
Resident Agent Name and Street Address:  (must be a Nevada address where process may be served).

Name:    John Price

8116 Pacific Cove Drive                                           Las Vegas      Nevada  89128
Street Address                                                                City                      Zip Code

 
3.
Shares: (number of shares corporation is authorized to issue)

Number of shares with par value:   1,000                                                     Par Value: $0.001

Number of shares without par value: 0

 
4.
Name & Addresses of Board of Directors/Trustees:

1.  Name:  Geoff Williams
      19 East 200 South, Suite 1080                                      Salt Lake City         UT           84111
     Street Address                                                                         City                State      Zip Code

2.  Name:  Nancy Ah Chong
       19 East 200 South, Suite 1080                                     Salt Lake City         UT           84111
     Street Address                                                                         City                State      Zip Code

3.  Name:
                                                                                                                                                            
     Street Address                                                                         City                State    Zip Code

 
5.
Purpose:  The purpose of the corporation shall be:
To engage in any and all lawful business activities under the laws of the State of Nevada.

 
6.
Name, Address and Signature of Incorporator:
Name:  Geoff Williams                                                     Signature             /S/ Geoff Williams            
19 East 200 South, Suite 1080                                      Salt Lake City         UT           84111
Street Address                                                                       City                 State      Zip Code

 
7.
Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named corporation

      /S/ John Price                                                                                                     June 15, 2006            
Authorized Signature of R.A. or on behalf of R.A. Company                             Date

 

 

DEAN HELLER
 
Secretary of State
 
202 North Carson St.
Entity Number  E0449732006-8
Carson City, NV 89701-4299
Document Number  20060800014-61
(775) 684-5708
File Date and Time  12/13/2006
Website: secretaryofstate.biz
 

Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.           Name of Corporation:  INTERSTATE ACQUISITIONS, INC.

2.           The articles have been amended as follows (provide article numbers, if available):

Article 3 is amended to read as follows:

“3. Shares:  The Corporation is authorized to issue 50,000,000 shares of common stock, par value $0.005 per share.”

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 1,000 shares For  — -0- shares against

4.           Effective date of filing (optional):

5.           Officer Signature (required):
/s/ Geoff Williams
 
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT :  Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

 

 
DEAN HELLER
 
Secretary of State
 
202 North Carson St.
Entity Number  E0449732006-8
Carson City, NV 89701-4299
Document Number  20060805378-59
(775) 684-5708
File Date and Time  12/15/2006 11:00:48AM
Website: secretaryofstate.biz
 

Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.           Name of Corporation:  INTERSTATE ACQUISITIONS, INC.

2.           The articles have been amended as follows (provide article numbers, if available):

Article 1 is amended to read as follows:

“1. Name of Corporation:  The name of the Corporation shall be PRO-TECT, INC.”

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 2,000,000 shares FOR (63%)

4.           Effective date of filing (optional):

5.           Officer Signature (required):                                                                                                  /s/ Geoff Williams

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT :  Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.
 
 
 

 

DEAN HELLER
 
Secretary of State
 
202 North Carson St.
 
Carson City, NV 89701-4299
Document Number  20100270883-11
(775) 684-5708
File Date and Time  04/23/2010  5:00 PM
Website: secretaryofstate.biz
Entity Number  E0449732006-8

Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.           Name of Corporation:  PRO-TECT, INC.

2.           The articles have been amended as follows (provide article numbers, if available):

Article 1 is amended to read as follows:

“1. Name of Corporation:  The name of the Corporation shall be Protect Pharmaceutical Corporation.”

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 29,812,556 (89.9%) shares FOR

4.           Effective date of filing (optional):

5.           Signature: (required)

  /s/ William D. Abajian

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT :  Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

 

 

BY–LAWS
OF
PROTECT PHARMACEUTICAL CORPORATION

Article  I
OFFICES
Article  II
MEETINGS OF SHAREHOLDERS
Article  III
DIRECTORS
Article  IV
OFFICERS
Article  V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS
Article  VI
CAPITAL SHARES
Article  VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Article  VIII
INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS
Article  IX
FISCAL YEAR
Article  X
DIVIDENDS
Article  XI
AMENDMENTS

ARTICLE  I
OFFICES

Section 1.01   Location of Offices .  The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require.

Section 1.02   Principal Office .  The address of the principal office of the corporation will be at the address of the registered office of the corporation as so designated in the office of the Secretary of State of the state of incorporation, or at such other address as the Board of Directors will from time to time determine.

ARTICLE  II
MEETINGS OF SHAREHOLDERS

Section 2.01   Annual Meeting .  The annual meeting of the shareholders will be held the second Wednesday of April of each year, or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors will not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board or Directors will cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.02   Special Meetings . Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or by the Board of Directors, or in their absence or disability, by any Vice President; and will be called by the President or, in his or her absence or disability, by a Vice President or by the Secretary upon the written request of the holders of not less than 15% of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the President, each Vice President, or Secretary.  In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same.

Section 2.03   Place of Meetings .  The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting.  If no designation is made, or if the special meeting be otherwise called, the place of meeting will be at the principal office of the corporation.

Section 2.04   Notice of Meetings .  The Secretary or Assistant Secretary, if any, will cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least 10 days, but not more than 60 days, prior to the meeting, to each shareholder of record entitled to vote.

 

 

Section 2.05   Waiver of Notice .  Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.  Attendance at a meeting, in person or by proxy, will constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objec6ons are made.  All such waivers, consents, or approvals will be made a part of the minutes of the meeting.

Section 2.06   Fixing Record Date .  For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books will be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding 60 days.  If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books will be closed for at least 10 days immediately preceding such meeting.

In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, will be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination will apply to any adjournment thereof.  Failure to comply with this Section will not affect the validity of any action taken at a meeting of shareholders.

Section 2.07   Voting Lists .  The officer or agent of the corporation having charge of the share transfer books for shares of the corporation will make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of 10 days prior to such meeting, will be kept on file at the registered office of the corporation and will be subject to inspection by any shareholder during the whole time of the meeting.  The original share transfer book will be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders.

Section 2.08   Quorum .  A majority of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of the shareholders.  If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject will constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation.  If less than a majority of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.09   Voting of Shares .  Each outstanding share of the corporation entitled to vote will be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Articles of Incorporation.

 
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Section 2.10   Proxies .  At each meeting of the shareholders, each shareholder entitled to vote will be entitled to vote in person or by proxy;   provided , however, that the right to vote by proxy will exist only in case the instrument authorizing such proxy to act will have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing.  Such instrument authorizing a proxy to act will be delivered at the beginning of such meeting to the Secretary of the corporation or to such other officer or person who may, in the absence of the Secretary, be acting as Secretary of the meeting.  In the event that any such instrument will designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one will (unless the instrument will otherwise provide) have all of the powers conferred by the instrument on all persons so designated.  Persons holding stock in a fiduciary capacity will be entitled to vote the shares so held and the persons whose shares are pledged will be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she will have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon.

Section 2.11   Written Consent to Action by Shareholders .  Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, will be signed by shareholders holding at least a majority of the shares entitled to vote with respect to the subject matter thereof, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required..

ARTICLE  III
DIRECTORS

Section 3.01   General Powers .  The property, affairs, and business of the corporation will be managed by its Board of Directors.  The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these By–Laws, vested solely in the shareholders of the corporation.

Section 3.02  Number, Term, and Qualifications .  The Board of Directors will consist of one to seven persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors will from time to time determine by amendment to these By–Laws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these By–Laws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased will be fixed upon a majority vote of all of the shareholders of the corporation. Each director will hold office until the next annual meeting of shareholders of the corporation and until his or her successor will have been elected and will have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation.

Section 3.03   Classification of Directors .  In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election.  At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting will be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.

Section 3.04   Regular Meetings .  A regular meeting of the Board of Directors will be held without other notice than this By–Law immediately following, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

 
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Section 3.05   Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the President, Vice President, or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.06   Meetings by Telephone Conference Call . Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can bear each other, and participation in a meeting pursuant to this Section will constitute presence in person at such meeting.

Section 3.07   Notice .  Notice of any special meeting will be given at least 3 business days prior thereto by written notice delivered personally or sent by U.S. mail to each director at his or her regular business address or residence, or sent by telegram or electronic mail.  A mailed notice will be deemed to be delivered when received by the addressee.  If notice be given by telegram or electronic mail, such notice will be deemed to be delivered when the telegram is delivered to the telegraph company or when the electronic mailed is properly transmitted.  Any director may waive notice of any meeting. Attendance of a director at a meeting will constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08   Quorum .  A majority of the number of directors will constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09   Manner of Acting .  The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors, and the individual directors will have no power as such.

Section 3.10   Vacancies and Newly Created Directorship . If any vacancies will occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors will be increased, the directors then in office will continue to act and such vacancies or newly created directorships will be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting.  Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed.

Section 3.11   Compensation .  By resolution of the Board of Directors, the directors may be paid their expenses, if any of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment will preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.12   Presumption of Assent .  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action taken unless his or her or her dissent will be entered in the minutes of the meeting, unless be or she will file his or her or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or will forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent will not apply to a director who voted in favor of such action.

Section 3.13   Resignations .  A director may resign at any time by delivering a written resignation to either the President, a Vice President, the Secretary, or Assistant Secretary, if any.  The resignation will become effective on its acceptance by the Board of Directors;   provided , that if the board has not acted thereon within 10 days from the date presented, the resignation will be deemed accepted.

 
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Section 3.14   Written Consent to Action by Directors .  Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, will be signed by all of the directors, or all of the members of the committee, as the case may be.  Such consent will have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.15   Removal .  Any director may be removed for cause by action of the Board of Directors.  At a meeting of shareholders expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

ARTICLE  IV
OFFICERS

Section 4.01   Number .  All officers must be natural persons and the officers of the corporation will be a President one or more Vice Presidents, as will be determined by resolution of the Board of Directors, a Secretary, a Treasurer, and such other officers as may be appointed by the Board of Directors.  The Board of Directors may elect, but will not be required to elect, a Chairman of the Board and the Board of Directors may appoint a Chief Executive Officer.

Section 4.02   Election, Term of Office, and Qualifications . The officers will be chosen by the Board of Directors annually at its annual meeting.  In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special an annual meeting of the Board of Directors.  Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) will hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor will have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these By–Laws.  Any one person may hold any two or more of such offices.  The Chairman of the Board, if any, will remain a   director of the corporation during the term of his or her office.  No other officer need be a director.

Section 4.03   Subordinate Officers, Etc.   The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of which will have such title, old office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine.  The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties.  Subordinate officers need not be shareholders or directors.

Section 4.04   Resignations .  Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President, or the Secretary.  Unless otherwise specified therein, such resignation will take effect on delivery.

Section 4.05   Removal .  Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause.  Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom, such power of removal will have been conferred by the Board of Directors.

Section 4.06   Vacancies and Newly Created Offices . If any vacancy will occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office will be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting.

Section 4.07   Chairman of the Board .  The Chairman of the Board, if there be such an officer, will have the following powers and duties.

 
-5-

 

 
(a)
He or she will preside at all shareholders' meetings;

 
(b)
He or she will preside at all meetings of the Board of Directors; and

 
(c)
He or she will be a member of the executive committee, if any.

Section 4.08   President .  The President will have the following powers and duties:

(a)           If no Chief Executive Officer has been appointed, he or she will be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, will have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

(b)           If no Chairman of the Board has been chosen, or if such officer is absent or disabled, he or she will preside at meetings of the shareholders and Board of Directors;

 
(c)
He or she will be a member of the executive committee, if any;

(d)           He or she will be empowered to sign certificates representing shares of the corporation, the issuance of which will have been authorized by the Board of Directors; and

(e)           He or she will have all power and will perform all duties normally incident to the office of a President of a corporation, and will exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section  4.09 Vice Presidents . The Board of Directors may, from time to time, designate and elect one or more Vice Presidents, one of whom may be designated to serve as executive Vice President.  Each Vice President will have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the President.  At the request or in the absence or disability of the President, the Executive Vice President or, in the absence or disability of the Executive Vice President, the Vice President designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the President, the Senior Vice President, may perform all the duties of the President, and when so acting, will have all the powers of, and be subject to all the restrictions upon, the President.

Section  4.10 Secretary . The Secretary will have the following powers and duties:

(a)           He or she will keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose;

(b)           He or she will cause all notices to be duly given in accordance with the provisions of these By–Laws and as required by statute;

(c)           He or she will be the custodian of the records and of the seal of the corporation, and will cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal will have been duly authorized in accordance with these By–Laws, and when so affixed, he or she may attest the same;

(d)           He or she will assume that the books, reports, statements, certificates, Articles of Incorporation, By–Laws and other documents and records required by statute are properly kept and filed;

 
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(e)           He or she will have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she will exhibit at all reasonable times to any director, upon application, the original or duplicate. share register.  He or she will cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors will determine, in the manner and for the purposes provided in such Section;

(f)           He or she will be empowered to sign certificates representing shares of the corporation, the issuance of which will have been authorized by the Board of Directors; and

(g)           He or she will perform in general all duties incident to the office of Secretary and such other duties as are given to him or her by these By–Laws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 4.11   Treasurer .  The Treasurer will have the following powers and duties:

(a)           He or she will have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;

(b)           He or she will cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as will be selected in accordance with Section 5.03 hereof;

(c)           He or she will cause the monies of the corporation to be disbursed by checks or drafts signed as provided in Section 5.04 hereof drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed;

(d)           He or she will render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as Treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so;

(e)           He or she will cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours;

(f)           He or she will be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and

(g)           He or she will perform in general all duties incident to the office of Treasurer and such other duties as are given to him or her by these By–Laws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 4.12 Chief Executive Officer . The Board of Directors may employ and appoint a Chief Executive Officer who may, or may not, be one of the officers or directors of the corporation.  The Chief Executive Officer, if any will have the following powers and duties:

(a)           He or she will be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, will have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents:

(b)           He or she will be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors;

 
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(c)           Subject to the approval of the Board of Directors or the executive committee, if any or she will employ all employees of the corporation, or delegate such employment to subordinate officers, and will have authority to discharge any person so employed; and

(d)           He or she will make a report to the President and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and will perform such other duties as the Board of Directors may require.

Section 4.13    Salaries .  The salaries and other compensation of the officers of the corporation will be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof.  No officer will be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation.

Section 4.14   Surety Bond.   In case the Board of Directors will so require, any officer or agent of the corporation will execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands.

ARTICLE  V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS

Section 5.01   Execution of Instruments .  Subject to any limitation contained in the Articles of Incorporation or these By–Laws, the President or Chief Executive Officer, if any, or any Vice President duly designated by the Board of Directors as a signatory, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors.  The Board of Directors may, subject to any limitation contained in the in the Articles of Incorporation or in these By–Laws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name an behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 5.02   Loans .  No loans or advances will be contracted on behalf of the corporation, no negotiable Paper or other evidence of its obligation under any loan or advance will be issued in its name, and no property of the corporation will be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors.  Any such authorization may be general or confined to specific instances.

Section 5.03   Deposits .  All monies of the corporation not otherwise employed will be deposited from time to time to its credit in such banks and/or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 5.04   Checks, Drafts, Etc.   All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these By–Laws, evidences of indebtedness of the corporation, will be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine.  Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories will be in such manner as the Board of Directors from time to time may determine.

 
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Section 5.05   Bond and Debentures .   Every bond or debenture issued by the corporation will be evidenced by an appropriate instrument which will be signed by the President, or a Vice President duly authorized to so act by the Board of Directors, and by the Secretary and sealed with the seal of the corporation.  The seal may be a facsimile, engraved or printed.  Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile.  In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 5.06   Sale, Transfer, Etc. of Securities .  Sales transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, will be effected by the President, or by any Vice President duly authorized to so act by the Board of Directors, together with the Secretary, or by any other officer or agent thereunto authorized by the Board of Directors.

Section 5.07   Proxies .  Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation will be executed and delivered on behalf of the corporation by the President, or any Vice President duly authorized by the Board of Directors, and the Secretary or Assistant Secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors.

ARTICLE  VI
CAPITAL SHARES

Section 6.01   Share Certificates .  Every holder of shares in the corporation will be entitled to have a certificate, signed by the President or any Vice President and the Secretary or Assistant Secretary, and sealed with the seal (which May be a facsimile, engraved printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided , however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile.  In case any officer who will have signed, or whose facsimile signature or signatures will have been used on any such certificate, will cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures will have been used thereon, has not ceased to be such officers.  Certificates representing shares of the corporation will be in such form as provided by the statutes of the state of incorporation. There will be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof.  Every certificate exchanged or returned to the corporation will be marked "Canceled" with the date of cancellation.

Section 6.02   Transfer of Shares .  Transfers of shares of the corporation will be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares.  Except as provided by law, the corporation and transfer agents and registrars, if any, will be entitled to treat the holder of record of any such stock as the absolute owner thereof for all purposes, and accordingly, will not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they will have express or other notice thereof.

Section 6.03   Regulations .  Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation.

 
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Section 6.04   Maintenance of Stock Ledger at Principal Place of Business .  A share book  (or books where more than one kind, class, or series of stock is outstanding) will be kept at the principal place of business of the corporation, or at such other place as the Board of Directors will determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each.  Such share books will at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05   Transfer Agents and Registrars .  The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both.  The Board of Directors may from time to time define the respective duties of such transfer agents and registrars.  No certificate for shares will be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares.

Section 6.06   Closing of Transfer Books and Fixing of Record Date .

(a)           The Board of Directors will have power to close the share books of the corporation for a period of not to exceed 10 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date the allotment of rights, or capital shares will go into effect, or a date in connection with obtaining the consent of shareholders for any purpose.

(b)           In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares will go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.

(c)           If the share transfer books will be closed or a record date set for the purpose of shareholders entitled to notice of or to vote at a meeting of shareholders. such books will be closed for, or such record date will be, at least 10 days immediately preceding such meeting.

Section 6.07   Lost or Destroyed Certificates .  The corporation may issue a new certificate for shares of the corporation of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate.  A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 6.08    No Limitation on Voting Rights; Limitation on Dissenter’s Rights .  To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation.  In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor.

 
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ARTICLE  VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01   How Constituted .  The Board of Directors may designate and executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees will consist of two or more directors.  Members of the executive committee and of any such other committees will be designated annually at the annual meeting of the Board of Directors; provided , however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee.  Each member of the executive committee and of any other committee will hold office until his or her resignation or removal in the manner provided in these By–Laws.

Section 7.02   Powers .  During the intervals between meetings of the Board of Directors, the executive committee will have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for such powers as by law may not be delegated by the Board of Directors to an executive committee.

Section 7.03   Proceedings .  The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it will determine from time to time.  It will keep a record of its proceedings and will report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

Section 7.04   Quorum and Manner of Acting .  At all meetings of the executive committee, and of such other committees as may be determined hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee will be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present will be the act of such committee.  The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, will act only as a committee and the individual members thereof will have no powers as such.

Section 7.05   Resignations .  Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the President, the Secretary, or Assistant Secretary, or to the presiding officer of the committee of which he or she is a member, if any will have been appointed and will be in office.  Unless otherwise specified herein, such resignation will take effect on delivery.

Section 7.06   Removal .  The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 7.07   Vacancies .  If any vacancies will occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members will, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act.  Such vacancy may be filled at any meeting of the Board of Directors.

 
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Section 7.08   Compensation .  The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee.

ARTICLE  VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS

Section 8.01   Indemnification: Third Party Actions . The corporation will have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation. partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02   Indemnification: Corporate Actions .  The corporation will have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership joint venture, trust, or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if be or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue, or matter as to which such a person will have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought will determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03   Determination .  To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or other-wise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she will be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, will be made by the corporation upon a determination that indemnification of the officer, director, employee, or assent is proper in the circumstances because be or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination will be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum at any meeting duly called for such purpose.

Section 8.04   General Indemnification . The indemnification provided by this Section will not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these By–Laws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and will continue as to a person who has ceased to be a director, officer, employee, or agent, and will inure to the benefit of the heirs and legal representatives of such a person.

 
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Section 8.05   Advances .  Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to agent to indemnified by the corporation as authorized by this Section.

Section 8.06   Scope of Indemnification .  The indemnification authorized by this Section will apply to all present and future directors, officers, employees, and agents of the corporation and will continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and will inure to the benefit of the heirs, executors, and administrators of all such persons and will be in addition to all other indemnification permitted by law.

Section 8.07   Insurance .  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified.

ARTICLE  IX
FISCAL YEAR

The fiscal year of the corporation will be fixed by resolution of the Board of Directors.

ARTICLE  X
DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these By–Laws.

ARTICLE  XI
AMENDMENTS

These By–Laws may be altered or repealed at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or Board of Directors if notice of such alteration or repeal be contained in the notice of such special meeting.  These By–Laws will be subject to amendment, alteration, or repeal and new By–Laws may be made, except that:

(a)           No By–Laws adopted or amended by the shareholders will be altered or repealed by the Board of Directors.

(b)           No By–Laws will be adopted by the Board of Directors which will require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action, by the shareholders, except where higher percentages are required by law; provided , however, that (i) if any By–Law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there will be set forth in the notice of the next meeting of shareholders for the election of directors, the By–Laws so adopted, amended or   repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI will be made except by the shareholders.

 
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CERTIFICATE OF SECRETARY

The undersigned does hereby certify that he or she is the Secretary of Protect Pharmaceutical Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing By–Laws of said corporation were duly and regularly adopted as such by the Board of Directors of the Corporation at a meeting of the Board of Directors, which was duly regularly held on the 28 th day of May 2010, and that the above and foregoing By–Laws are now in   full force and effect.

DATED THIS 28 th day of May 2010.

 
   
 
Ramesha Sesha , Secretary

 
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NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

CUSIP NUMBER 74364W 104

NUMBER
SHARES     

Protect Pharmaceutical, Inc.

AUTHORIZED COMMON STOCK 50,000,000 SHARES
PAR VALUE $.005

This Certifies that

IS THE RECORD HOLDER OF

Shares of   PROTECT PHARMACEUTICAL CORPORATION

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.  This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

 
Protect Pharmaceutical Corporation
 
 
CORPORATE
 
  
SEAL
   
PRESIDENT
NEVADA
SECRETARY

Countersigned
INTERSTATE TRANSFER COMPANY
Salt Lake City, Utah
Registrar and Transfer Agent
By
   

 

 
THIS EMPLOYMENT AGREEMENT IS DATED FEBRUARY 12, 2010
 
BETWEEN

PRO-TECT INC ("PRTT"), a corporation incorporated pursuant to the laws of the State of Nevada, United States of America, (referred to as the " Corporation ")

- and –

Ramesha Sesha , a   resident of New Jersey at 9113 Taylor Court, West Windsor, NJ 08550, (referred to as the " Employee ").
 
EMPLOYMENT AGREEMENT
 
WHEREAS the Corporation wishes to engage the services of the Employee and the Employee wishes to provide such services to the Corporation;

AND WHEREAS the Corporation and the Employee have agreed that the employment of the Employee by the Corporation will be in accordance with the provisions of this Agreement.

NOW THEREFORE in consideration of the mutual covenants and undertakings contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Employee agree as follows:

SECTION 1  DEFINITIONS
 
1.1
In this Agreement,
 
 
(a)
Acquiring Person ” means an individual or entity;
 
 
(b)
Acquired Patents ’ means the patents listed in Exhibit A of the Patent Acquisition Agreement;
 
 
(c)
" Affiliate " has the meaning attributed to such term in SEC Rule 405 as the same may be amended from time to time, and any successor legislation thereto;
 
 
(d)
" Agreement " means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented from time to time, and the expressions "hereof," "herein," "hereto," "hereunder," "hereby" and similar expressions refer to this agreement and unless otherwise indicated, references to sections are to sections in this agreement;
 
 
(e)
" Benefits " has the meaning attributed to such term in section 6;

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 2 of 13

 
 (f)
" Beneficially Own or Beneficial Owner " has the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934;
 
 
(g)
" Board " means the members of the Board of Directors of PRTT on the Effective Date (subject, however, to clause (ii) of the definition of "Change of Control");
 
 
(h)
" Business Day "   means any day, other than Saturday, Sunday or any holiday on which the employees of the Corporation are not required to report for work;
 
 
(i)
Capitalization ” means the immediate financing of the Corporation after the execution of this Agreement;
 
 
(j)
Change of Control ” means the occurrence of any one or more of the following:
 
(i)   Any Person becomes an Acquiring Person, except as the result of (A) any   acquisition of Voting Securities of PRTT by PRTT or (B) any acquisition of Voting Securities of PRTT directly from PRTT (as authorized by the Board of Directors of PRTT);

(ii)  Individuals who constitute the Incumbent Board cease for any reason to       constitute at least a majority of the Board of Directors of PRTT; and for this purpose, any individual who becomes a member of the Board of Directors of PRTT after the Effective Date whose election, or nomination for election by holders of PRTT's Voting Securities, was approved by the vote of at least a majority of the individuals then constituting the Incumbent Board shall be considered a member of the Incumbent Board;

(iii) The consummation of a reorganization, merger, share exchange consolidation, or sale or disposition of all or substantially all of the assets of the PRTT, in any case, the Persons who or which Beneficially Own the Voting Securities of PRTT immediately before that transaction Beneficially Own, directly or indirectly, immediately after the transaction, at least 75% of the Voting Securities of PRTT or any other corporation or other entity resulting from or surviving the transaction (including a corporation or other entity which, as the result of the transaction, owns all or substantially all of Voting Securities of PRTT or all or substantially all of PRTT's assets, either directly or indirectly through one or more subsidiaries) insubstantially the same proportion as their respective ownership of the Voting Securities of  PRTT immediately before that transaction;

iv) PRTT's shareholders approve a complete liquidation or dissolution of PRTT; or

v ) A sale of fifty percent (50%) or more of the assets of PRTT;

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 3 of 13

 
(k)
" Confidential Information "   means all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to the business or affairs of the Corporation or any of its Subsidiaries, including, without limitation, business, financing or marketing plans, any aspects of sourcing supplies and materials, information with respect to suppliers, intermediates, manufacturing or production, technical specifications, know-how, data, formulae, patent applications, personnel information pertaining to PRTT or its employees, independent consultants;
 
 
(l)
"Date of Termination" has the meaning attributed to it in subsection 8.2;
 
 
(m)
"Disability" means the mental or physical state of the Employee such that the Employee has been unable as a result of illness, disease, mental or physical disability or similar cause to fulfill his obligations under this Agreement for consecutive period of 3 months in any consecutive 12 month period;
 
 
(n)
"Effective Date" means Date of Initial Capitalization after the execution of this Agreement;
 
 
(o)
"Employment Period" means the period between the Effective Date and the Date of Termination;
 
 
(p)
"Good Reason" means:
 
 
(i)
any material change or series of material changes in the responsibilities or status of the Employee with the Corporations, such that immediately after such change or series of changes the reporting structure or roles or responsibilities or designation or status of the Employee is materially diminished in comparison to his responsibilities and status immediately prior to such change or series of changes; or
 
 
(ii)
the taking of any action by the Corporations which would materially adversely affect the Employee's participation in, or materially reduce the Employee's Salary, Benefits and other similar plans in which the Employee is participating at the date hereof (or such other plans as may be implemented after the date hereof that provide the Employee with substantially similar benefits), or the taking of any action by the Corporations which would deprive the Employee of any material fringe benefit enjoyed by him at the date hereof; or
 
 
(iii)
in the event of a Change of Control;
 
 
(q)
Handbook ” means the employment policies and procedures of the Corporation;

 

 
 
Employment Agreement
Ram Sesha
February 12, 2010
Page 4 of 13
 
 
(r)
" Just Cause " means a determination by the Board of the Corporation, acting in good faith but made in the sole discretion of the Board of the Corporation:
 
 
(i)
a material breach by the Employee of his obligations under this Agreement other than performance;
 
 
(ii)
disloyal behavior, including, without limitation, fraud, embezzlement, theft, conviction of a felony, proven dishonesty in the course of his employment;
 
 
(iii)
the disclosure of trade secrets or Confidential Information, except as is strictly required in the course of the performance the Employee's duties under this Agreement;
 
 
(s)
Patent Acquisition Agreement ” means that certain agreement entered into by and between the Corporation and Nectid Inc., as of the same date as this Agreement;
 
 
(t)
" Person " means any individual, partnership, limited partnership, joint venture, syndicate, sole   proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;
 
 
(u)
Products ” means products and services developed during the commercialization of the Acquired Patents;
 
 
(v)
Round of Financing ” means each time the Corporation raises money to fund its business;
 
 
(w)
Salary ” means the annual cost, including bonus and benefits, of the Employee to the Corporation;
 
 
(x)
Senior Management ” means the President& Chief Executive Officer;
 
 
(y)
Stock Option ” means an option to acquire Corporation’s Common Stock granted under an equity plan approved by the Board Of Directors for the Senior Management;
 
 
(z)
Subsidiary or Subsidiaries ” means any corporation, company, partnership, organization or other entity of which the securities or other ownership interests having a majority of the ordinary voting power in electing the board of directors or other governing body are, at the time of such determination, owned by a company or another Subsidiary;
 
 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 5 of 13
 
 
(aa)
Voting Securities   means shares of common or preferred stock, general or limited partnership shares or interests, or similar interests if the shares or interest, by statute, charter, or in any manner, entitle the holder:
 
 
(i)
To vote for or to select directors, trustees, or partners (or persons exercising similar functions of the issuing company); or
 
 
(ii)
To vote on or to direct the conduct of the operations or other significant policies of the issuing company;
 
 
(bb)
Warrant ” means a right that entitles the Employee to buy one share of common stock of the Corporation at a price per share to be determined by the Board;
 
 
(cc)
" Year of Employment " means any 12 month period commencing on the January 1 of the year under consideration.
 
SECTION 2  EMPLOYMENT OF THE EMPLOYEE
 
2.1
The Corporation shall employ the Employee, and the Employee shall serve the Corporation in the position of Chief Operating Officer reporting to Board of Directors on the conditions and for the remuneration hereinafter set out.  During the employment Term, the Employee shall have such responsibilities, duties and authority, and shall render such services for and in connection with the Corporation and its subsidiaries and affiliates as are customary in such position and as the Board of Directors of the Corporation shall from time to time reasonably direct. During the Employment Period, the Employee shall serve as a member of the Board of Directors of the Corporation. The Employee shall devote the Employee's full business time and attention exclusively to the business of the Corporation and shall use best efforts to faithfully carry out the Employee's duties and responsibilities hereunder. The Employee shall comply with all personnel policies and procedures of the Corporation as the same now exist or may be hereafter implemented by the Corporation from time to time, including those policies contained in the Corporation's employee manual or handbook which sets forth policies and procedures generally for employees of the Corporation ("Handbook") to the extent not inconsistent with this Agreement.
 
SECTION 3  PERFORMANCE OF DUTIES
 
3.1
During the Employment Period, the Employee shall faithfully, honestly, and diligently serve PRTT and its Subsidiaries and Affiliates as contemplated above.  The Employee shall devote all of his working time and attention to his employment hereunder and shall use his best efforts to promote the interests of the Corporation.

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 6 of 13
 
SECTION 4  TERM OF EMPLOYMENT
 
4.1
The Employee's employment shall commence on the Effective Date and shall end three (3) years from the Effective Day (the " Initial Term "), unless earlier terminated in accordance with section 8.1.
 
4.2
Upon completion of the Initial Term, the Employee's employment with PRTT shall continue on an indefinite basis, unless either party has provided to the other a written notice of non-renewal no less than three (3) months prior to the end of the Initial Term. Should such written notice of non-renewal be provided, the compensation terms of sub-sections 8.3, 8.5, and 8.6 shall apply.
 
SECTION 5  REMUNERATION
 
5.1
Base Salary . The Corporations shall pay the Employee an annual salary calculated at the rate of $250,000 (USD) per annum for the first year of employment, $300,000 (USD) per annum for the second year of employment and $350,000 (USD) per annum for the third year of employment, payable bimonthly in equal installments in arrears according to the Corporation’ regular payroll practices, provided that the Employee's base salary shall not be less than the base salary of the President and Chief Executive Officer of the Corporation or any of its subsidiaries.
 
5.2
Base Salary Revision. The annual Base Salary is reviewed every year on or before the January 1, unless the Employee’s employment is terminated in accordance with this agreement, by the Board of Directors of the Corporation, to determine if the Base Salary should be increased for the following year in recognition of the Services to the Corporation; provided that, the Employee's base salary shall not be less than the base salary of the President and Chief Executive Officer of the Corporation or any of its subsidiaries.
 
5.3
Bonus Remuneration .   The Employee shall, in respect of each Year of Employment during the Employment Period, be entitled to receive such bonus remuneration, if any, as the Board of Directors of PRTT, in its sole discretion (“Bonus”), may authorize for the Senior Management.
 
5.4
Warrants.      The Employee shall be issued Warrants, in respect of each Round of Financing of the Corporation, to fund the development of Products to commercialize the Acquired Patents listed in the Exhibit A. The number of Warrants issued by the Corporation to the Employee in each round of Financing shall not be less than 20% of Issued Shares in the said Round of Financing.
 
5.5
Stock Options. The Employee shall have Stock Options as applicable to the stock options provided for the Senior Management of the Corporation from time to time by the Board of Directors of the Corporation.

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 7 of 13
 
5.6
Benefits .  The Corporation shall provide to the Employee the benefits health, life, and disability insurance, car allowance and 401K that are provided to Senior Management employees of the Corporation from time to time (the " Benefits "'), such Benefits to be provided in accordance with and subject to the terms and conditions of the applicable plan relating thereto in effect from time to time
 
5.7
Working Facilities. The Corporation shall furnish the Employee with such office space, equipment, technical, secretarial and clerical assistance and such other facilities, services and supplies as shall be reasonably necessary to enable the Employee to perform the duties required of the Employee hereunder in an efficient and professional manner and such facilities will be subject to the approval of the Corporation’s Chief Executive Officer.
 
SECTION 6: EXPENSES
 
6.1
Subject to the terms of the Corporation’s expense policy, the Corporation shall pay, or reimburse the Employee for, all travel and out-of-pocket expenses reasonably incurred or paid by the Employee in the performance of his duties and responsibilities, upon presentation of expense statements or receipts or such other supporting documentation as the Corporation may reasonably require. The Employee is entitled to undertake air travel by business class.  All travel arrangements and expenses will be subject to prior approval by the Corporation’s Chief Executive Officer.
 
SECTION 7  VACATION
 
7.1
The Employee shall be entitled during each Year of Employment during the Employment Period to vacation with pay of four (4) weeks.  Vacation shall be taken by the Employee in consultation with Senior Management or at such time(s) as may be acceptable to the Corporation.
 
SECTION 8   TERMINATION
 
8.1
Termination.   The Employee's employment may be terminated at any time:
 
 
(a)
by the Corporation, at any time, without prior notice and without obligation to the Employee, for reasons of Just Cause, without notice or compensation in lieu;
     
 
(b)
by the Corporation providing a notice of non-renewal pursuant to Subsection 4.2 above;
 
 
(c)
by the Employee, providing notice of non-renewal pursuant to Subsection 4.2 above;
 
 
(d)
after the Initial Term, by the Corporation providing three (3) month’s advance written notice of termination;

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 8 of 13
 
 
(e)
by the Employee, by providing one (1) month's written notice of resignation for Good Reason;
 
 
(f)
by the Employee, for any reason other than Good Reason, by providing one (1) month’s written notice of resignation; or
 
 
(g)
by the Death or Disability of the Employee.
 
8.2
Date of Termination.   For the purposes of this Agreement, the date on which the Employee's employment shall be terminated shall be:
 
 
(a)
in the case of termination under subsection 8.1(a), the day the Employee is deemed, under subsection 14.1, to have received notice from the Corporations of such termination;
 
 
(b)
in the case of termination under subsections 8.1(b) or 8.1(c), upon the end of the Initial Term;
 
 
(c)
in the case of termination under subsections 8.1(d), 8.1(e), or 8.1(f), on the date on which the referable notice period ends; and
 
 
(d)
in the event of the Death or Disability of the Employee, on the date of his Death or Disability as certified by a qualified medical doctor.
 
8.3
Severance payment upon Termination under subsections 8.1(b) or 8.1 (d) or 8.1 (g). Where the Employee's employment under this Agreement has been terminated pursuant to subsections 8.1(b) or 8.1 (d) or 8.1 (g), the Employee shall be entitled, upon receipt by the Corporation of a Release in favor of the Corporation, their officers, directors, employees, attorneys, and agents in a form reasonably acceptable to the Corporation, to a severance payment equal to two (2) year’s Salary, less any amounts owing by the Employee to the Corporation for any reason, which payment shall constitute full and final satisfaction of the Corporation’ severance obligations to the Employee.
 
8.4
Severance payment upon Termination under subsections 8.1(e). Where the Employee’s employment under this Agreement has been terminated pursuant to subsection 8.1(e) as a consequence of a Change of Control, the Employee shall be entitled, upon receipt by the Corporations of a Release in favor of the Corporation, their officers, directors, employees, attorneys, and agents in a form reasonably acceptable to the Corporation, to a lump sum payment equal to three (3) years Salary, less any amounts owing by the Employee to the Corporation for any reason, which payment shall constitute full and final satisfaction of the Corporation’s severance obligations to the Employee.
 
8.5
Benefits upon Termination. If the employment of the Employee is terminated pursuant to any subsections of Section 8, save for 8.1 (a), the Corporation shall for a period of twelve (12) months following the Effective Date:

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 9 of 13
 
 
(a)
Continue the Employee on all Benefits, save and except those which they are unable to continue due to restrictions in the terms and conditions of the applicable group policy; and
 
 
(b)
Where the Corporation are unable or unwilling to continue the Employee on Benefits, shall reimburse the Employee for the cost of obtaining replacement Benefits for the said twelve (12) month period, where replacement benefits are available; and
 
 
(c)
The Corporation's obligations under this section shall terminate from the date that the Employee first becomes enrolled after termination of employment with the Corporation for similar coverage under another employer's plan.
 
 
(d)
In the event of the Termination due to Employee's death, the subsections 8.5 (a) and 8.5 (b) shall transfer to Employee’s dependants, and be exercised or enforced, as the case may be, by the estate or personal representative of the Employee.
 
 
(e)
In the event of Employee's death, all rights and benefits granted hereunder shall transfer to and be exercised or enforced, as the case may be, by the estate or personal representative of the Employee.
 
8.6
No obligation to mitigate. The Employee shall not be required to mitigate the amount of any payment or Benefits provided for in this   Agreement by seeking other employment or otherwise, nor (except as specifically provided herein), shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Employee as a result of employment by another employer after termination or otherwise.
 
8.7
Warrants: If the employment of the Employee is terminated pursuant to any subsections of Section 8, save for 8.1(e), all the Warrants, if any, granted to the Employee vest immediately.
 
8.8
Restricted Stock Units: If the employment of the Employee is terminated pursuant to any subsections of Section 8, save for 8.1(e), all the Restricted Stock Units, if any, granted to the Employee vest immediately.
 
8.9
Stock Options. If the employment of the Employee is terminated for any reason, except for subsection 8.1 (a), all the options, granted to the Employee, if any, vest immediately and shall immediately become exercisable in full.
 
SECTION 9  NON-COMPETITION
 
9.1
The Employee shall not during (i) the Employment Period;, directly or indirectly, in any manner whatsoever including, without the express written permission of the Corporation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 10 of 13
 
 
(a)
be engaged by or with any Person involved in a business in Canada, the United States, or any country in the European Union which competes, directly or indirectly, with the Corporation or any of their Affiliates or Subsidiaries;
 
 
(b)
have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person in Canada, the United States, or any country in the European Union, which competes, directly or indirectly, with the Corporations or any of their Affiliates or Subsidiaries; or
 
 
(c)
advise, lend money to, guarantee the debts or obligations of or permit the use of the Employee's name or any parts thereof by any Person engaged in a business which competes, directly or indirectly, in Canada, the United States, or any country in the European Union, with the Corporation or any of their Affiliates or Subsidiaries.
 
9.2
Notwithstanding Section 9.1, nothing herein shall prevent the Employee from owning the issued shares of a corporation or an s-corporation or an LLC or LLP, including the shares of which are listed on a recognized stock exchange or traded in an over the counter market, which carries on a business which is the same as or substantially similar to or which competes with or would compete with the business of the Corporation or any of their Affiliates or Subsidiaries.
 
SECTION 10  NO SOLICITATION OF CUSTOMERS, ETC
 
10.1
During Employment. The Employee shall not, during the Employment Period,  without the written permission of the Corporation, directly or indirectly, contact or solicit any customer or supplier or business partner of the Corporation or any of their Affiliates or Subsidiaries for the purpose of selling to those customers, suppliers, or business partners any products or services whatsoever.  For the purposes of section 10.1, a "customer or supplier of business partner" shall mean any Person who has purchased services or products from, or supplied services or products to, or entered into a strategic business alliance with, the Corporation or any of their Affiliates or Subsidiaries, any time during the Employment Period or, to the knowledge of the Employee, at any time prior to the Employment Period.
 
SECTION 11  NO SOLICITATION OF EMPLOYEES
 
11.1
The Employee shall not, either during (i) the Employment Period or (ii) for a period of one (1) year after the Termination Date, directly or indirectly, employ or retain as an independent contractor any employee of the Corporation or any of their Affiliates or Subsidiaries or induce or solicit, or attempt to induce, any such person to leave his/her employment.

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 11 of 13
 
SECTION 12  CONFIDENTIALITY
 
12.1
The Employee shall not, either during the Employment Period or at any time thereafter, directly or indirectly, use or disclose to any Person any Confidential Information; provided, however, that nothing in this section shall preclude the Employee from disclosing or using Confidential Information if:
 
 
(a)
the Confidential Information is available to the public or in the public domain at the time of such disclosure or use, without breach of this Agreement; or
 
 
(b)
disclosure of the Confidential Information is required to be made by any law, regulation, governmental body, or authority or by court order.
 
12.2
The Employee acknowledges and agrees that the obligations of confidentiality are to remain in effect in perpetuity and shall exist and continue in full force and effect notwithstanding any breach or repudiation, or alleged breach or repudiation, by the Corporation of this Agreement.
 
12.3
The Employee and the Corporation explicitly acknowledge that notwithstanding anything else in the Agreement, the Employee will continue to be bound to the terms and conditions of the Confidential Information and Invention Assignment Agreement that he executed contemporaneous with the execution and delivery of this Agreement.
 
SECTION 13  REMEDIES
 
13.1
The Employee acknowledges that a breach or threatened breach by the Employee of the provisions of any of Sections 9 to 12 inclusive will result in the Corporation and their shareholders suffering irreparable harm which is not capable of being calculated and which cannot be fully or adequately compensated by the recovery of damages alone.  Accordingly, the Employee agrees that the Corporation shall be entitled to temporary and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation may become entitled.
 
SECTION 14  NOTICES
 
14.1
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided, except that any notice of termination by the Corporation under sub-subsections 8.1(a), 8.1(b), or 8.1(d) shall be hand-delivered or given by registered mail.  Any such notice or other communication, if mailed by prepaid first-class mail, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if mailed by registered mail, shall be deemed to have been received on the day such mail is delivered by the   post office, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee.  Notice of change of address shall also be governed by this section.  Notices and other communications shall be addressed as follows:

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 12 of 13
 
a)           if to the Employee:
 
Ramesha Sesha
9113 Taylor Court
West Windsor, NJ 08550

b)           if to the Corporation:
 
Pro-Tect Inc
 
c/o Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite 104,
 
Salt Lake City, Utah

SECTION 15  GENERAL
 
15.1
Headings. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
 
15.2
Severability. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.
 
15.3
Entire Agreement. This Agreement, including Exhibits "A" and “B” of the Patent Acquisition Agreement, constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.  This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Employee's employment by the Corporation and any rights which the Employee may have by reason of any such prior agreement or by reason of the Employee's prior employment, if any, by the Corporation.  There are no warranties, representations or agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement.
 
15.4
Waiver, Amendment. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

 

 

Employment Agreement
Ram Sesha
February 12, 2010
Page 13 of 13
 
15.5
Currency. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in U.S. currency.
 
15.6
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to its conflict of laws rules, which are deemed inapplicable herein.  The parties hereto irrevocably consent to the personal jurisdiction of the courts of the State of New York.
 
15.7
Counterparts. This Agreement may be signed in counterparts, and each of such counterparts shall constitute an original document, and such counterparts, taken together, shall constitute one and the same instrument.
 
15.8
Copy of Agreement.    The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Corporation.
 
IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement.

Pro-Tect, Inc.
 
Employee
         
By:
   
   
   
Name:
   
Name:
Ramesha Sesha
Title:
President &
     
 
Chief Executive Officer
     

 

 
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) made this ___ day of __________ 2010 by and between Protect Pharmaceutical Corporation , a Nevada corporation with offices in __________, New Jersey (the “Company ) and Bill Abajian , an individual residing in __________, New Jersey [ Employee ).   Company and Employee collectively referred to herein as Parties.

WHEREAS , Employee and Company desire to memorialize their understandings with respect to the employment of Employee by Company .

NOW THEREFORE , in view of the foregoing; and in further consideration of the mutual promises hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE 1.  EMPLOYMENT

Company agrees to employ Employee and Employee agrees to serve Company during the term of employment described in Article 2 hereof, which term may be extended pursuant to the terms described therein, and pursuant to the terms and in the capacities described herein.

ARTICLE 2.  TERM

This Agreement shall continue for a period of three (3) years (“ Term ”) from the date of this Agreement and shall be automatically renewed and extended, unless on or before 90 days prior to the conclusion of the Term or any extended thereof, Company or Employee gives written notice to the other of its intention not to extend the Term , which will otherwise be automatically extended for further periods of one (1) year each.   Company shall endeavor to provide notification to Employee that the Term has been so extended, but the failure to provide such notice shall not limit the rights of the parties under this section.

ARTICLE 3.  DUTIES, POSITION AND DEFINITIONS

(a)   Full Time .   Employee shall devote his full business time and best efforts to the business and affairs of Company and shall not be otherwise gainfully employed except as previously disclosed to Company . Employee may have other business investments and participate in other business ventures which may, from time to time, require minor portions of Employee ’s time, but which shall not interfere or be inconsistent with Employee ’s duties hereunder and Employee may devote a reasonable amount of time to attending to investments and the like.

(b)   Position .   Employee shall serve as Company's Chief Executive Officer.

(c)   Duties – General Description .   Employee has extensive experience as a manager in the Company's industry.  Based upon this experience, Employee shall perform various services for the Company as are customary in the industry and as directed from time to time by Company’s Board of Directors, and as set forth in Exhibit “1” , annexed hereto and by this reference made a part hereof.

(d)   Reporting .   Employee shall report as requested to the Board of Directors of Company .

(e)   Location .   Employee shall be based at the Company’s principal place of business in West Caldwell, New Jersey.

(f)   Territory .   Employee’s geographic area of responsibilities shall be as determined by Company’s business.

 
Page 1 of 6

 

ARTICLE 4.  COMPENSATION

(a)   Salary .  During the Term hereof, Company shall pay to Employee on a bi-weekly basis or per the regular pay period of established by the Company , an annual salary of to be determined by the Board of Directors, which salary will be subject to a yearly review by the Company’s Board of Directors.  Performance bonuses may be paid to Employee from time to time as may be determined by the Board of Directors and the compensation committee thereunder.

(b)   Common Stock .  Upon the execution of this Agreement and in consideration for Employee services rendered in connection with the acquisition of certain patents and related technology and other services performed for Company’s benefit, Company agrees that it will cause to be issued to Employee a total of five million (5,000,000) shares of the Company’s authorized, but previously unissued common stock.

(c)   Future Payments of Common Stock .   Company also agrees that it will cause to be issued to Employee additional shares of the Company’s authorized, but previously unissued common stock upon Employee achieving the following funding thresholds and the Company realizing funding from Employee’s efforts as set forth below:
 
 
(i)
One million five hundred thousand (1,500,000) shares of Company common stock upon the initial financing for the Company of $2,000,000.

 
(ii)
One million five hundred thousand (1,500,000) shares of Company common stock to be issued to Employee upon the closing of a “pharma deal” that involves either (x) a licensing deal for one or more of the Company’s patents, technologies or products, or (y) a development deal with research and development expenses covered; the value of either “pharma deal” to be a minimum of $3,000,000.

(d)   Restricted Securities .  All shares of Company common stock to be issued to Employee hereunder shall be deemed “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, and are being issued pursuant to an exemption or exemptions from such Act.   Employee acknowledges that the subject shares of common stock may not be sold or otherwise transferred except pursuant to an appropriate registration statement under the Securities Act of 1933 or in reliance upon an exemption to registration under that Act.

ARTICLE 5.  REIMBURSEMENT OF EXPENSES

Employee is authorized to incur reasonable expenses for performing duties pursuant to this Agreement and promoting the business of Company , which expenses shall be limited to travel, entertainment and like expenses.  All expenses shall be itemized by Employee on a standard Company form together with proof of the expenses and furnished to Company's Treasurer and/or Board of Directors and Employee shall, upon such itemization, proof and approval by Company , be reimbursed by Company within two (2) weeks after  submittal by Employee .

ARTICLE 6.  VACATIONS

Employee shall be entitled each year to a paid vacation of not in excess of ________ weeks.  Any past vacation accruals not used during the calendar year earned shall be forfeited.

 
Page 2 of 6

 

ARTICLE 7.  BENEFITS

Employee shall be entitled to the specific benefits listed on the Article 20 , Schedule of Benefits herein and to such other fringe benefits as Company may generally extend to executive employees of Company , including health and hospitalization for Employee .

ARTICLE 8.  BONUS

During the term of this Agreement , Company shall pay to Employee an annual Bonus in cash and/or stock options, which Bonus is to be determined by the Compensation Committee of the Company's Board of Directors and in accordance with bonuses paid to Company executive management generally.

ARTICLE 9.  TERMINATION

Except as set forth below, Employee's employment hereunder may be terminated by Company only for just cause.  Just cause shall include (i) Employee's unexplained absence for a period of five (5) days excluding absence resulting from injury or illness; (ii) Employee's failure to diligently perform the duties described herein and other responsibilities from time to time assigned by Company to Employee within the scope of his work; (iii) any breach by Employee under the terms of this Agreement that is not cured within fourteen (14) days after notice; and (iv) any act by Employee of dishonesty, disloyalty or bad faith or any material action or series of actions which are contrary to the interest of the Company , that is not cured within fourteen (14) days after notice.   Company may terminate this Agreement (and be relieved of all further liability hereunder) at any time after Employee shall be absent from his employment, without explanation, for a continuous period of more than ten days (10) or for a non-continuous period of thirty (30) days during any three (3) year period during the Term, excluding that created by injury or illness.   Employee shall have the right to terminate his employment by giving Company thirty (30) days prior written notice.

ARTICLE 10.  WARRANTY REPRESENTATION AND INDEMNIFICATION

Employee represents he is not presently a party to any prior agreement or understanding with a former employer or with any other person or business or any other legal restriction or obligation which would in any manner prohibit, impede, or hinder Employee’s employment with or performance of Employee’s duties in the course of employment by Company , except as may be otherwise disclosed in writing to the Company and included as an attachment hereto.   Employee agrees that if the Company becomes a party to any legal action resulting from a breach of this provision, Employee shall indemnify the Company for any and all costs of defending such action, including attorneys’ fees.

ARTICLE 11.  CONFIDENTIAL INFORMATION

Employee agrees Company’s patents, technologies, products, services, production techniques, product and service development, operating procedures, pricing structure, customer requirements, customer lists, “know-how”, “show-how”, marketing, and certain other information (collectively “ Company Confidential Information ”) are proprietary and confidential and are the property of Company .   Employee further agrees that in order to enable Company to perform services for its customers, such customers may furnish to Company , confidential information concerning their business , property, methods of operation, or other data (“ Customer Confidential Information ”).   Employee agrees the goodwill of Company depends upon, among other things, the Company , Employee and its other employees protecting such Confidential Information . Company and Customer Confidential Information collectively referred to in this Agreement as “ Confidential Information ”.

 
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ARTICLE 12.  NON-DISCLOSURE

Employee agrees that, except as directed by Company , Employee will not at any time, whether during or after his employment with Company , disclose to any party or person or use any Confidential Information , or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information , whether prepared by Employee or otherwise coming into Employee's possession or control, without the prior written permission of Company ; unless such Confidential Information comes into the public domain through no action of Employee .

ARTICLE 13.  POSSESSION

Employee agrees that upon request by Company , and in any event upon termination of employment, Employee shall turn over to Company any and all documents, papers or other material in his possession (in any format) or under Employee’s control which may contain or be derived from Confidential Information , together with all documents, notes or other work product (in any format) which is connected with or derived therefrom in Employee's possession.   Employee agrees he shall have no proprietary interest in any work product, inventions, patents, or property, developed or used by Employee and/or arising out of his employment by Company .   Employee shall, from time to time, as may be requested by Company , do all things which may be necessary or appropriate to establish or document Company's ownership of any such work product, property, patents, and inventions, including, but not limited to, execution of appropriate assignments.

ARTICLE 14.  ENFORCEABLILITY

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Employee against the Company , whether predicated on this Agreement or otherwise.

ARTICLE 15.  WAIVER

The failure of either party to require the performance of any term or condition of this Agreement , or the waiver by either party of any breach of the Agreement shall not prevent a subsequent enforcement of any such term or any other term nor be deemed to be a waiver of any subsequent enforcement.

ARTICLE 16.  ASSIGNMENT

Employee recognizes the Company is contracting for his personal services and therefore Employee shall not assign any of his duties, and any attempted or purported assignment shall be null and void.  Notwithstanding the foregoing Employee may delegate certain of his responsibilities to subordinates employed by the Company , provided Employee shall have overall responsibility for the performance of such subordinates.

ARTICLE 17.  GOVERNING LAW

The Agreement shall be governed by and construed in accordance with, the laws of the State of New Jersey and the parties agree to be personally bound by the decisions, rulings and/or judgments relating thereto issued by the courts of the State of New Jersey.

ARTICLE 18.  ENTIRE AGREEMENT AND NOTICES

This Agreement contains the entire agreement of the parties relating to the subject matter hereof.  This Agreement may be modified only by an instrument in writing signed by both Parties.  Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified mail to Employee at his residence address as the same appears on the books and records of the Company , or to the Company at its principal office, attention of the Board of Directors, or otherwise as directed by the Company , from time to time.  The provisions of this Agreement relating to confidentiality, non-disclosure, non-competition and non-solicitation contained in Articles 13, 14, 15, 16, 17, 18, 19 and 20 shall survive the termination of employment unless such termination is caused by the Company without just cause.

 
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ARTICLE 19.  ARBITRATION

Any disputes under this Agreement shall be settled by arbitration before the American Arbitration Association in ____________, New Jersey, in accordance with the Commercial Rules then existing. Any judgment and/or award issued by such American Arbitration Association shall be binding upon the parties hereto and may be entered in any court of competent jurisdiction.

ARTICLE 20.  SCHEDULE OF BENEFITS

Group Health Insurance for Employee – Paid by the Company .

401K Plan, when established (with employer and/or employer contributions per company policy).

ARTICLE 21.  SUPERCEDURE

This Agreement shall supercede any and all prior agreements between Employee and Company .  Further, in the event of a conflict between this Agreement and the current Company – Employee Handbook now in effect, this Agreement shall control.

IN WITNESS WHEREOF , the undersigned have hereunto set their hands as of the date first above written.

Company
Protect Pharmaceutical Corporation
   
By:
  
Its:
  
   
Employee ”:
 
    
Bill Abajian

 
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EXHIBIT 1

____________________

Job Description

Job Title:     Chief Executive Officer
Department:
Reports To:
Prepared By:
Prepared Date:
Approved By:
Approved Date:

Summary:

Essential Duties and Responsibilities:   include the following.

Supervisory Responsibilities:

 
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