Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

x ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 333-175146

PROTO SCRIPT PHARMACEUTICAL CORP.

(Exact name of registrant as specified in its charter)

NEVADA		99-0363803
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

9830 6 ^th Street, Suite 103

Rancho Cucamonga, California 91730

(Address of principal executive offices)

(855) 476-7679

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Non-accelerated filer	¨
Accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of June 30, 2016, which was the last business day of the registrant’s most recent second fiscal quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was $3,855,599.58 based on our closing price of $0.21. For the purposes of the foregoing calculation only, all directors, executive officers, related parties and holders of more than 10% of the issued and outstanding common stock of the registrant have been deemed affiliates.

As of September 14, 2017 the registrant’s outstanding stock consisted of 49,139,998 common shares.

Explanatory Note:

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 which the Registrant previously filed with the Commission on September 20, 2017 (the “Original Filing”). The Registrant is filing this Amendment as it has been notified from its registered public accounting firm (the “Audtior”) that the Auditor had provided the Registrant with consent to file prior to receiving final consent to file by the Auditor’s EQR Partner. The EQR Partner has now provided his consent.

In addition, bulletpoint 2 in Note 6 has been amended and changed as follows:

“Las Vegas, Nevada – Combined office and warehouse space of approximately 1,600 sq. ft. The lease term is from May 1, 2016 to April 30, 2019. The base rent per month is as follows: May 1, 2016 to April 30, 2017-$1,352 per month; May 1, 2017 to April 30, 2018 -$1,393 per month; May 1, 2018 to April 30, 2019 - $1,435 per month. Future minimum rental payments on this non-cancelable lease are approximately: 2017-$16,600; 2018 - $17,000; 2019-5,800.”

Except as set forth above, the Original Filing has not been amended, updated or otherwise modified. Other events occurring after the filing of the Form 10-K/A or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of this Form 10-K/A.

PROTO SCRIPT PHARMACEUTICAL CORP.

TABLE OF CONTENTS

PART I

Item 1	Description of Business	4
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	10
Item 3	Legal Proceedings	10
Item 4	Mine Safety Disclosures	10

PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	12
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A	Controls and Procedures	16
Item 9B	Other Information	17

PART III

Item 10	Directors, Executive Officers and Corporate Governance	18
Item 11	Executive Compensation	20
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions and Director Independence	22
Item 14	Principal Accountant Fees and Services	22

PART IV

Item 15	Exhibits, Financial Statement Schedules	23

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PART I

Item 1. Description of Business

Forward-looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, and "Proto Script" mean Proto Script Pharmaceutical Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

Overview

We were founded in the State of Nevada on November 18, 2010, as an early stage company operating within the concept architectural, interior design project and related areas in Germany initially. Our plan was to operate in various architectural fields and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. Also, we intended to work with interior design view, visualization and renderings. After attempting to implement our business plan, we have determined that it would be in the best interest of the Company and our shareholders to seek out and identify potential acquisition partners, joint ventures or other strategic alliances.

Accordingly, on June 29, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with Proto-Script Pharmaceuticals, Corp., a California corporation (“PSPC”), whereby the Company acquired 100% of the issued and outstanding common stock of PSPC, in exchange for three Hundred Million (300,000,000) restricted shares of the Company’s common stock. Accordingly, PSPC became a wholly-owned subsidiary of the Company and the business direction of the Company has shifted to the business of PSPC.

We are a development stage company. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our common stock trades on the OTC Pink Sheets under the symbol “PSCR”.

We do not have any subsidiaries. Our principal office is located at 9830 6th Street, Suite 103, Rancho Cucamonga, California 91730. Our telephone number is (855) 476-7679. Our fiscal year end is December 31.

We have incurred losses since our inception. We rely upon the sale of our securities to fund our operations.

We are not involved in any bankruptcy, receivership or similar proceedings.

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Who We Are:

The Company was incorporated under the laws of the State of California on June 27, 2001 under the name of Proto-Script Pharmaceuticals, Corp.

The Company’s primary source of revenue comes from the repair and rental of power wheelchairs and scooters. The Company deals with federal, state and private insurance providers such as Medicare, Medi-Cal, Nevada Care and Blue Cross among several others. PSPC has very limited dealings with non-insured cash patients. We have tangible assets comprised of company delivery vehicles, loaner wheelchairs, office equipment and furniture. Inventory is purchased on an as needed basis, typically when patients/customers are approved for coverage by their insurance provider. Intangible assets comprise of its current patient list and working relationships with the various insurance providers who refer their clients to us for their repair and rental needs.

Competitive Advantages

We qualify as a “small supplier” as defined by the Medicare competitive bidding program which we feel increases our changes of being awarded winning bids in the upcoming recompete rounds. Regulations stipulate that if 30% of winning companies do not fall under the small supplier category then more small suppliers must be added in essence making our changes one in three or better. We are able to meet our service standards by buying product only on an as needed basis. This prevents the Company from having to output cash before a purchase order is made.

All patients are pre-qualified before products are ordered and as such there is a low risk of non-payment. When the insurance provider refuses payment it is typically due to an error on the part of the staff in entering and/or submitting the claim. Upon re-entry the claim is typically successful.

Although we do a majority of our purchases from three different suppliers due to better-negotiated prices, we are able to buy the parts and products needed from various local and out of state suppliers.

Repair Sales Cycle

Our typical repair cycle is as follows:

1.	Patient lead

	a.	New patient referral is sent to PSPC
	b.	Current patient is called
	c.	Current patient calls in
	d.	New patient is obtained

	2.	Patient information is gathered and insurance coverage eligibility is verified

	3.	Upon verification a repair technician calls the patient for a preliminary telephone diagnosis

	4.	Based on the repairs the technician believes is needed, a second eligibility check is done to confirm the patient qualifies for those specific repairs

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	5.	The office manager confirms a date and time range with the patient for the technician to pick up the equipment

	6.	Routing information is passed on to the repair technician

	7.	Repair technician sanitizes and loads a loaner wheelchair based on the patient’s specific needs and criteria

	8.	Repair technician drops off the loaner chair, picks up the patient’s equipment and fills out the necessary paperwork

	9.	The equipment is brought to the warehouse for a thorough diagnosis and forwarded to the office manager

If is typical upon full diagnostic testing the technician finds other parts in need of replacement or repair

	10.	Eligibility is ran for a third and final time to confirm insurance coverage including any new parts that may be needed

	11.	The patient is contacted by the office manager to confirm the repairs that will be done and timeframe for expected delivery

	12.	Upon complete repair of the equipment:

	a.	Head technician does a final inspection on the equipment

	b.	The paperwork is forwarded to the office manager to setup a date and time frame for equipment drop off

	13.	Paperwork is forwarded to the billing department for processing

	14.	The patient’s equipment is sanitized and prepared for delivery

	15.	The equipment is delivered to the patient, the loaner is picked up and paperwork is filled by the patient

	16.	The loaner equipment is returned to the warehouse, sanitized and stored

Operating Systems and Controls

The Company currently uses a combination of software for the daily business operations. The main billing and patient information software is being phased out and being be replaced by a more current software. We expect the new software to help reduce paper, redundancies, man-hours, mistakes and the potential loss of data while increasing the security of patient’s information. Our billing process will also be more efficient as secondary payers will be processed automatically and triggered at the earliest possible moment.

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Growth Strategy

The dollar amount and frequency companies are allowed to bill patients and their insurance providers is set by Medicare and therefore our competitors in the same product categories must charge the same price. Margins can be increased by processing more patients and decreasing costs. PSPC has the ability to process more patients without increase overhead and labor cost. Additionally, the Company intends to advertise its billing services to other medical companies around the country. Companies in the durable medical equipment industry use standard Healthcare Common Procedure Coding System (HCPCS) in order to submit their invoices electronically to the insurance providers. Other companies can benefit from not needing in-house billing by hiring PSPC to process their payments for a rate of 3-5% of the revenue.

Competitive Bidding Area (CBA)

Since the Company does not currently hold a winning bid for one of the competitive bidding (as further explained below) areas (CBAs) it has the potential to significantly increase revenues by doing so. PSPC will also benefit from lower cost of goods because of the expected increase in volume. There are several criteria used to determine a company’s qualification and more than one company can awarded an area and product. We plan to aggressively target products, such as catheters, that don’t fall under CBA in the areas currently serviced of Southern California and Las Vegas.

Current Working Relationships

We employ several strategies to increase its revenue. One approach is to increase the referrals from the insurance providers by building relationships based on positive patient feedback. Insurance providers will refer a maximum of patients at any given time equivalent to the number of loaner equipment in stock. For example, by us having 120 loaner power wheelchairs in stock each provider will refer up to 120 patients at a given time.

Current Patient Database

A patient qualifies for repairs on their power wheelchair or scooter every six months to one year depending on the part that is in need of repair or replacing and a brand new power wheelchair every five years. The patient database is constantly being contacted to arrange for repair upon a prior successful eligibility check.

Intellectual Property

We have no patents or trademarks or applications pending.

Government Regulations

Numerous federal and state privacy and security laws and regulations, including the Federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology For Economic and Clinical Health Act (collectively HIPAA), govern the collection, dissemination, security, use and disclosure of patients’ individually-identifiable health information. As part of our provision of, and billing for, health care equipment and services, we are required to collect and maintain such protected patient-identifiable health information. New health information standards, whether implemented pursuant to HIPAA, congressional action, state legislative actions or otherwise, could have a significant effect on the manner in which we handle health care related data and communicate with payers. Moreover, the cost of complying with these standards could be significant. While we believe we comply in all material respects with HIPAA, and comparable state privacy and security requirements, we cannot provide any assurance that governmental authorities will find that our business practices comply with current or future administrative or judicial interpretations of these regulations. Sanctions for failure to comply with these federal and state laws include significant civil and criminal penalties. A violation could subject us to penalties, fines or possible exclusion from the Medicare or Medicaid programs. Such sanctions could adversely impact our financial condition, revenues, profit margins, profitability, operating cash flows and results of operations.

The federal government has made a policy decision to significantly increase the financial resources allocated to enforcing the health care fraud and abuse laws. Private insurers and various state enforcement agencies also have increased their level of scrutiny of health care claims in an effort to identify and prosecute fraudulent and abusive practices in the health care area.

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Medicare and Medicaid

As part of the Social Security Amendments of 1965, Congress enacted the Medicare program, which provides for hospital, physician and other statutorily defined health benefits for qualified individuals, including persons 65 and older and the disabled. The Medicaid program, also established by Congress in 1965, is a joint federal and state program that provides certain statutorily-defined health benefits to financially needy individuals who are blind, disabled, aged or members of families with dependent children.

Under existing Medicare laws and regulations, the sale and rental of our products is generally reimbursed by the Medicare program according to prescribed fee schedule amounts calculated using statutorily-prescribed formulas. Significant legislation affecting home medical equipment (HME) reimbursement has been signed into law, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), the Medicare Improvement for Patients and Providers Act of 2008 (MIPPA), the Medicare, Medicaid and Children’s Health Insurance Program (CHIP) and changes to these programs and acts could have a material adverse effect on our financial condition, revenues, profit margins, profitability, operating cash flows and results of operations.

Competitive Bidding Area (CBA)

The Durable Medical Equipment Prosthetics, Orthotics and Supplies (DMEPOS) Competitive Bidding Program was mandated by Congress through the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA). The statute requires that Medicare replace the current fee schedule payment methodology for selected Durable Medical Equipment, Prosthetics, Orthotics and Supplies (DMEPOS) items with a competitive bid process. The intent is to improve the effectiveness of the Medicare methodology for setting DMEPOS payment amounts, which will reduce beneficiary out-of-pocket expenses and save the Medicare program money while ensuring beneficiary access to quality items and services.

Under the program, a competition among suppliers who operate in a particular competitive bidding area is conducted. Suppliers are required to submit a bid for selected products. Not all products or items are subject to competitive bidding. Bids are submitted electronically through a web-based application process and required documents are mailed. Bids are evaluated based on the supplier’s eligibility, its financial stability and the bid price. Contracts are awarded to the Medicare suppliers who offer the best price and meet applicable quality and financial standards. Contract suppliers must agree to accept assignment on all claims for bid items and will be paid the bid price amount. The amount is derived from the median of all winning bids for an item.

The Centers for Medicare & Medicaid Services (CMS) is required by law to recompete contracts under the DMEPOS Competitive Bidding Program at least once every three years. The Round 2 and national mail-order program contract periods expire on June 30, 2016. The federal government awards contracts to companies in the durable medical equipment (DME) industry upon a successful bid to service the specific areas and products. Winners of bid reserve the right service the competitive bidding areas (CBAs) for a period of two years. After the two year period the contract holders lose their rights and the CBA all interested DME companies as requested to submit a bid.

PSPC does not currently hold a winning bid and has submitted a bid for Round 2 Recompete.

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The Anti-Kickback Statute

Due to high fraud in the industry, companies such as ours that operate within the Medicare and Medicaid programs are subject to strict fraud and abuse laws often referred to as the “Anti-Kickback statute”. At the federal level, the Anti-Kickback statute prohibits any person from knowingly and willfully soliciting, receiving, offering or providing any remuneration, including a bribe, kickback or rebate, directly or indirectly, in return for or to induce the referral of patients, or the furnishing, recommending, or arranging for products or services covered by federal health care programs. Federal health care programs have been defined to include plans and programs that provide health benefits funded by the federal government, including Medicare and Medicaid, among others. Violations of the Anti-Kickback statute may result in civil and criminal penalties including fines of up to $25,000 per violation, civil monetary penalties of up to $50,000 per violation, assessments of up to three times the amount of the prohibited remuneration, imprisonment, and exclusion from participation in the federal health care programs.

CHAP Accreditation

We are voluntarily part of the Community Health Accreditation Program (CHAP) which is an industry recognized accreditation meeting high standards covering compliance requirements as prescribed by state and federal bodies. Payers and patients appreciated CHAP as a non-biased third-party approval of the company in the industry. CHAP also keeps the Company up-to-date with regulatory changes and provides ongoing education to staff to familiarize themselves on how to stay in compliance.

Competition

We operated in a highly competitive industry with few national competitors and several local, small and medium sized businesses. Our biggest competitor is Apria Healthcare Group, Inc. which has local national offices. Local competitors include Lincoln Medical and Westview Medical. Management believes that the number of competitors will decrease over the long run because of decreasing profit margins due to the competitive bidding programs implemented by the government. The nature of the competitive bidding encourages lower prices therefore forcing some companies out of businesses.

Employees

As of September 14, 2017, we have 13 full time employees. Our employees are not currently represented by a labor union of labor organization. These employees are spread out into various departments, including management, billing, sales and repair. The billing, sales and management are headquartered out of Rancho Cucamonga, CA, while Anaheim, CA serves as repair facilities with limited staff.

The Las Vegas office is the headquarters for Nevada as well as it serves as a repair facility. Anaheim and Las Vegas each have outside sales staff. All locations are required to be staffed for a minimum number of hours a week as required by state laws.

The sales department includes outside and inside sales people. Outside sales people host fall prevention seminars in order to generate leads. The seminars are held at care facilities and during the presentation the repair technician provides equipment cleaning and onsite repair at no cost.

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Subsidiaries

As of September 14, 2017 we do not have any subsidiaries.

Research and Development Expenditures

We have not spent any amounts on research and development activities since our inception. Our planned expenditures for our operation and exploration programs are summarized under the section of this Annual Report entitled “Management Discussion and Analysis of Financial Condition and Results of Operations.”

Government Regulations

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our industry in any jurisdiction which we would conduct activities.

US Regulations

Our operations are or will be subject to various types of regulation at the federal, state and local levels.

Item 1A. Risk Factors

Not required.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We have an executive office located at 9830 6th Street, Suite 103, Rancho Cucamonga, California 91730.

Item 3. Legal Proceedings

In November 2016, the company was sued by Independent Medical for amount owing to them of ($26,013.01). They subsequently garnished the company’s bank account for the same amount. Lawsuit is still pending.

In July 2017, Power Up Lending Group filed a suit against the Company for failing to file Form 10-K for the period ending December 31, 2016. The plaintiff is demanding immediate payment of $305,250.00 together with interest and default interest, plus legal costs.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

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

Market Information

There is a limited public market for our common shares. Our common shares are quoted on the OTC Pink Sheets under the symbol “PRSC”. Trading in stocks quoted on the OTC Pink Sheets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTC Pink Sheets securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheets securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Pink Sheets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The following table shows the high and low closing prices of our common shares on the OTC Pink Sheets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

Period	High ($)		Low ($)
Three months ended March 31, 2015		151.00		151.00
Three months ended June 30, 2015		151.00		151.00
Three months ended September 30, 2015		151.00		151.00
Three months ended December 31, 2015		151.00		151.00
Three months ended March 31, 2016		151.00		151.00
Three months ended June 30, 2016		151.00		0.21
Three months ended September 30, 2016		2.75		0.21
Three months ended December 31, 2016		5.00		0.315

Holders

As of September 14, 2017, there were approximately 8 holders of record of our common stock.

Dividends

We did not issue any stock dividends during our fiscal year ended December 31, 2016.

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Equity Compensation Plans

We have not implemented any equity compensation plans.

Recent Sales of Unregistered Securities

We did not make any sales of unregistered securities which were not previously reported in our quarterly filings for fiscal 2016.

Use of Proceeds from Sale of Registered Securities

None during the fiscal year ended December 31, 2016.

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

Safe Harbor

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

Overview

Our primary source of revenue comes from the repair and rental of power wheelchairs and scooters. We y deal with federal, state and private insurance providers such as Medicare, Medi-Cal, Nevada Care and Blue Cross among several others. We have very limited dealings with non-insured cash patients. We have tangible assets comprised of company delivery vehicles, loaner wheelchairs, office equipment and furniture. Inventory is purchased on an as needed basis, typically when patients/customers are approved for coverage by their insurance provider. Intangible assets comprise of its current patient list and working relationships with the various insurance providers who refer their clients to us for their repair and rental needs.

RESULTS OF OPERATIONS

Working Capital

	December 31,			December 31,
	2016			2015
Current Assets	$	144,646		$	183,500
Current Liabilities	$	489,927		$	136,699
Working Capital (Deficit)	$	(345,281	)	$	46,801

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Cash Flows

	Year ended December 31, 2016			Year ended December 31, 2015

Cash Flows provided by Operating Activities	$	44,105		$	38,073
Cash Flows (used in) Investing Activities	$	(15,226	)	$	(6,064	)
Cash Flows provided by (used in) Financing Activities	$	(34,462	)	$	(54,070	)
Net (decrease) in Cash During Period	$	(5,583	)	$	(22,061	)

Operating Revenues

During the years ended December 31, 2016 we earned net revenues of $788,960 compared to $881,442 for the year ended December 31, 2015. Decrease revenues are due to competitive bidding to get business that company went through in year 2016. This reduced the prices that company was getting in the previous years. Medicare also cut their rates

Cost of Goods Sold and Gross Profit

During the year ended December 31, 2016 we spent a total of $224,490 on cost of goods sold, compared to $187,147 for the year ended December 31, 2015. Increase in Cost of Goods Sold is due to having to purchase new equipment for new rental side of the business.

During the year ended December 31, 2016, our gross profit was $564,470, compared to $694,295 for the year ended December 31, 2015. Decrease in gross profit is due to purchase of wheel chairs for rental business.

Operating Expenses and Net Loss

During the year ended December 31, 2016, we incurred operating expenses of $862,553 compared with operating expenses of $840,981 during the year ended December 31, 2015. This increase can be attributed to us buying and van and hiring a driver for it.

For the year ended December 31, 2016, we incurred a net loss of $7,182,722 compared with a net loss of $145,249 for the year ended December 31, 2015. Increase in loss is due to issuance of shares for debit settlement. The shares issued had to be settled at $0.51, price at the time of share issuance.

Liquidity and Capital Resources

As at December 31, 2016, we had a cash balance of $3,507 and total assets of $170,191 compared with $9,090 of cash and total assets of $198,941 as at December 31, 2015. Decrease in assets are due to decrease in accounts receivable and increase in property and equipment.

As at December 31, 2016, we had total liabilities of $489,927 compared with total liabilities of $136,699 at December 31, 2015. Increase is due to increase in Accounts Payables.

As at December 31, 2016, we had a working capital deficit of $345,281 compared with a working capital deficit of $46,801 as at December 31, 2015. The increase in working capital deficit was due to an increase in current liabilities.

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Cash flow from Operating Activities

During the year ended December 31, 2016, we received cash of $44,105 from operating activities as compared to receiving cash of $38,073 during the year ended December 31, 2015. The increase in cash received from operating activities during the year was due to an increase in accounts payable.

Cash flow from Investing Activities

During the year ended December 31, 2016 we used net cash of $15,226 in investing activities compared to $6,064 during the year ended December 31, 2015. This increase is due to more equipment bought for rental business.

Cash flow from Financing Activities

During the year ended December 31, 2016, we used net cash of $34,462 from financing activities compared with using net cash of $54,070 during the year ended December 31, 2015. This decrease is due to decrease in stockholder investments.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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Item 8. Financial Statements and Supplementary Data

PROTO SCRIPT PHARMACEUTICAL CORP.

FINANCIAL STATEMENTS

December 31, 2016

(Expressed in US dollars)

Reports of Independent Registered Accounting Firms			F-1

Balance Sheets			F-3

Statements of Operations			F-4

Statement of Changes in Stockholders’ Equity			F-5

Statements of Cash Flows			F-6

Notes to the Financial Statements			F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Proto Script Pharmaceutical, Corp.

We have audited the accompanying balance sheet of Proto Script Pharmaceutical, Corp. as of December 31, 2016 the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. Proto Script Pharmaceutical, Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 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 audits provide 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 Proto Script Pharmaceutical, Corp. as of December 31, 2016, the results of their operations, and their cash flows, for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note (1) to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (1). The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

October 19, 2017

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Proto Script Pharmaceuticals Corp.

We have audited the accompanying consolidated balance sheet of Proto Script Pharmaceuticals Corp. (the "Company”) as of December 31, 2015 and the related consolidated statement of operations, changes in stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2015, and the results of their consolidated operations, changes in stockholders’ equity and their consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, these conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidate financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ Anton & Chia, LLP

Newport Beach, California

June 17, 2016, except for the effects of the reverse merger effective on June 29, 2016 as described in Note 1 and the 10 for 1 forward stock split effective on October 13, 2016 as described in Note 5.

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PROTO SCRIPT PHARMACEUTICAL CORP.

Balance Sheets

	December 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash	$	3,507		$	9,090
Accounts receivable, net		140,000			174,053
Other current assets		1,139			357
Total current assets		144,646			183,500

Property and equipment, net		25,545			15,441
Intangible assets, net		-			-
TOTAL ASSETS	$	170,191		$	198,941

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Bank overdraft	$	51,290		$	36,159
Accounts payable		157,490			23,944
Accrued compensation		75,000			-
Payroll liabilities		21,406			10,770
Other payables		167,411			65,826
Due to related party		17,330			-
Total current liabilities		489,927			136,699

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock: authorized 500,000,000 common shares, $0.001 par, 344,139,998 and 300,000,000 issued and outstanding (1)		344,140			300,000
Preferred Stock: authorized 100,000,000 preferred shares, $.001 par, None issued and outstanding		-			-
Additional paid-in capital		6,952,939			-
Accumulated deficit		(7,616,815	)		(237,758	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(319,736	)		62,242
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	170,191		$	198,941

_________________

(1)	The issued and outstanding shares of common stock have been restated to reflect the effects of the reverse merger effective on June 29, 2016 as described in Note 1 and the 10 for 1 forward stock split effective on October 13, 2016 as described in Note 5.

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

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PROTO SCRIPT PHARMACEUTICAL CORP.

Statement of Operations

	Years Ended December 31,
	2016			2015

Sales, net	$	788,960		$	881,442

Cost of goods sold		224,490			187,147

Gross profit		564,470			694,295

Operating expenses
Selling, general and administrative		862,553			840,981
Total operating expenses		862,553			840,981

Operating loss		(298,083	)		(146,686	)

Other income (expense)
Loss on the settlement of debt		(6,884,639	)		-
Other income		-			1,437
Total other income (expense)		(6,884,639	)		1,437

Net income (loss)	$	(7,182,722	)	$	(145,249	)

Earnings (loss) per share - basic and diluted	$	(0.02	)	$	(0.00	)

Weighted average common shares - basic and diluted	$	316,302,295		$	300,000,000

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

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PROTO SCRIPT PHARMACEUTICAL CORP.

Statement of Changes in Stockholders' Equity (Deficit)

For the Years Ended December 31, 2016 and 2015

										Total
					Additional					Stockholders'
	Common Stock				Paid-in		Accumulated			Equity/
	Shares		Amount		Capital		Deficit			(Deficit)
Balance, December 31, 2014		300,000,000	$	300,000	$	-	$	23,517			323,517

Net loss		-		-		-		(145,249	)		(145,249	)

Distribution to stockholder		-		-		-		(116,026	)		(116,026	)

Balance, December 31, 2015		300,000,000		300,000		-		(237,758	)		62,242

Net loss		-		-		-		(7,182,722	)		(7,182,722	)

Distribution to stockholder		-		-		-		(59,593	)		(59,593	)

Shares issued in connection with reverse merger transaction		30,480,000		30,480		-		(136,742	)		(106,262	)

Shares issued for debt settlement		13,659,998		13,660		6,952,939		-			6,966,599

Balance, December 31, 2016		344,139,998	$	344,140	$	6,952,939	$	(7,616,815	)	$	(319,736	)

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

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PROTO SCRIPT PHARMACEUTICAL CORP.

Statements of Cash Flows

	Years Ended December 31,
	2016			2015

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(7,182,722	)	$	(145,249	)
Adjustments to reconcile loss to cash provided by operating activities:
Depreciation and amortization expense		5,122			75,846
Allowance for doubtful accounts		(19,680	)		51,990
Loss on settlement of debt		6,884,639			-
Changes in operating assets and liabilities:
Accounts receivable		53,733			85,499
Other current assets		(782	)		(357	)
Accounts payable		126,574			(26,734	)
Accrued compensation		75,000			-
Accrued liabilities		-			(900	)
Payroll liabilities		10,636			(2,022	)
Other payables		91,585			-
Net cash provided by operating activities		44,105			38,073

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(15,226	)		(6,064	)
Net cash used in investing activities		(15,226	)		(6,064	)

CASH FLOW FROM FINANCING ACTIVITIES:
Cash overdraft		15,131			36,159
Distributions to stockholder		(59,593	)		(90,229	)
Advances from non-related party		10,000			-
Net cash used in financing activities		(34,462	)		(54,070	)

Net decrease in cash		(5,583	)		(22,061	)
Cash at beginning of period		9,090			31,151
Cash at end of period	$	3,507		$	9,090

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deemed dividend to stockholder	$	-		$	116,026
Common stock issued for the settlement of debt	$	81,960		$	-

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

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PROTO-SCRIPT PHARMACEUTICALS, CORP.

Notes to the Financial Statements

For the Years Ended December 31, 2016 and 2015

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

Proto Script Pharmaceutical Corp. (formerly Yanex Group, Inc.) (the “Company” or “Proto Script”) was incorporated under the laws of the State of Nevada on November 18, 2010. On October 13, 2016, the Company changed its name from Yanex Group, Inc. to Proto Script Pharmaceutical Corp.

Proto-Script Pharmaceuticals, Corp. (“PSPC”) was incorporated under the laws of the state of California on June 27, 2001 and currently operates as PSP Homecare (dba). PSPC has contracts with Medicare, Medi-Cal, IEHP and various other state and governmental insurance providers. These contracts provide PSPC the right to sell and repair durable medical equipment (“DME”). PSP bills the insurance providers for payment. PSPC’s primary business is to repair power wheelchairs and scooters which are classified as DME products and reimbursable by healthcare insurance providers.

Effective June 29, 2016, the Company and PSPC entered into a share exchange agreement whereby the Company acquired 100% of the issued and outstanding shares of common stock of PSPC, in exchange for 300,000,000 shares of the Company’s common stock. Upon completion of the transaction, the Company had an aggregate of 330,480,000 shares of common stock issued and outstanding. As a result of the share exchange agreement, PSPC was a wholly owned subsidiary of the Company.

The exchange of shares with PSPC was accounted for as a reverse acquisition under the purchase method of accounting since the Company had no net monetary assets and PSPC obtained control of the Company. Accordingly, the merger of PSPC into the Company was recorded as a recapitalization of PSPC, PSPC being treated as the continuing entity. The historical financial statements presented are the financial statements of PSPC. The equity of PSPC is presented as the equity of the combined company and the capital stock account of PSPC is adjusted to reflect the par value of the outstanding and issued common stock of the legal acquirer (Proto Script) after giving effect to the number of shares issued in the share exchange agreement. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net liabilities of the legal acquirer, Proto Script, were $106,262. PSPC has subsequently been merged into the Company.

The Company’s health care insurance contracts allow it the ability to service patients nationally. The Company is seeking to expand its market through additional contracts and open several repair facilities throughout the continental United States. Currently the Company has repair facilities in Las Vegas, Nevada, Rancho-Cucamonga, and Anaheim, California.

Stock Split

On October 13, 2016, the Company affected a 10 for 1 forward stock split. All share and per share information has been retroactively restated to reflect this forward stock split.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained net losses of $7,182,722 and $145,249 for years ended December 31, 2016 and 2015, respectively and at December 31, 2016 had a stockholders’ deficit of $319,736. The Company’s ability to continue as a going concern for the next twelve (12) months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management plans to raise equity capital to the Company as necessary to fund expenditures until the Company’s planned principal operations can generate sufficient cash flows to sustain operations. No assurance can be made that these efforts will be successful and sustain the Company for a reasonable period of time.

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Note 2 – Summary of Significant Accounting Policies

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions 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. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of December 31, 2016 and 2015, the Company did not have any cash equivalents.

Concentration of Risk

The Company maintains various bank accounts at financial institutions located in California and Nevada. Accounts at each bank are temporarily insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2016 and 2015, the Company had no uninsured cash balances. The Company experienced no losses from such accounts and management believes it places its cash on deposit with financial institutions that are financially stable.

Accounts Receivable

Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Bad debt expense (loss recovery) for the years ended December 31, 2016 and 2015 was $(46,716) and $51,990, respectively.

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Collectability

The Company is governed by Medicare standards and therefore agrees to accept the Medicare-approved amounts as the total payment for the service or item. The Company also agrees to bill Medicare and other or suppliers directly on behalf of the patient.

We report patient accounts receivable net of estimated allowances for doubtful accounts and adjustments. Patient accounts receivable are uncollateralized and primarily consist of amounts due from Medicare, other third-party payers and patients. Our process for estimating the allowance for doubtful accounts is based upon our assessment of historical and expected net collections and trends in reimbursement.

Revenue Recognition

The Company’s revenue recognition policies comply with FASB ASC Topic 605, “Revenue Recognition.” The Company recognizes revenue at the time the services has been provided or the product has been shipped, and no other significant obligations of the Company exist and collectability is reasonably assured. The Company’s billings are subject to insurance company and government regulatory agency adjustments. The Company revises revenue, net of insurance company and government regulatory adjustments are known to the Company. The adjustments to the amounts the Company can bill are changed approximately every five years when the government asks companies to submit a new bid. There is approximately one year between the time the Company is notified of any price changes until the time the new amounts come into effect.

Inventory

The Company purchases inventory from third party vendors, which consists of wheelchairs and scooters. Inventory, when carried if at all, represents finished goods, which is stated at lower of cost or market. The Company periodically reviews the value of items held in inventory and provides for write-downs or write-offs based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. The Company generally purchases product when it has a firm sales or service order. At December 31, 2016 and 2015, the Company had no inventory on hand.

Long-Lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. As of December 31, 2016 and 2015, there were no impairment losses recognized for long-lived assets.

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed on the straight-line basis over 60 months, the estimated useful life.

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Property and equipment consists of:

	December 31,			December 31,
	2016			2015

Computers & Equipment	$	2,300		$	2,300
Furniture & Fixtures		13,810			1,584
Machinery & Equipment		4,430			4,430
Truck & Auto		18,282			15,282
Total		38,822			23,596
Less accumulated depreciation		(13,277	)		(8,155	)
Property and equipment, net	$	25,545		$	15,441

For the years ended December 31, 2016 and 2015, the Company recognized $5,122 and $3,902 in depreciation expense, respectively.

Intangible assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involves significant judgment.

During 2012, the Company purchased a competitor patient list for $230,000. The purchase price consisted of a cash payment of $35,000 and an installment purchase obligation of $195,000. At December 31, 2013, the installment purchase obligation was paid in full. The Company amortizes the patient list over its estimated useful life of 36 months.

During 2014, the Company purchased a competitor customer list for $10,000. Purchase price consisted of a cash payment of $10,000. The Company amortizes the customer list over its estimated useful life of 12 months.

Intangible assets consist of:

	December 31,			December 31,
	2016			2015

Patient list	$	230,000		$	230,000
Customer list		10,000			10,000
Total		240,000			240,000
Less accumulated amortization		(240,000	)		(240,000	)
Intangible assets, net	$	-		$	-

For the years ended December 31, 2016 and 2015, the Company recognized $0 and $71,944 in amortization expense, respectively.

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Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

FASB ASC Topic 820, Fair Value Measurements and Disclosures , requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments , defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

	·	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	·	Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity , and FASB ASC Topic 815, Derivatives and Hedging .

As of December 31, 2016 and 2015, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes . ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements.

Prior to the transaction described in Note 1, PSPC was taxed as an S corporation for income tax purposes as provided for under §1362 of the Internal Revenue Code of 1986, as amended. Therefore, all income is required to be reported on the individual stockholder’s income tax returns. An S corporation is not a taxpaying entity for federal income tax purposes. Accordingly, no federal income tax expense has been recorded in the financial statements prior to the June 29, 2016.

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Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share . Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during 2016 and 2015; therefore, basic and diluted earnings (loss) per share are the same.

Related Party Transactions

Related party transactions are arms-length transactions and are reviewed and approved by the Company’s board of directors. For a detail of related party transactions, see Note 4.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13) . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its financial statements.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting . ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

.In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory , which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

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In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3 – Other Payables

During the year ended December 31, 2014, the Company received $65,826 from two non-related parties, in order to fund working capital expenses. In addition, during the year ended December 31, 2016, the Company received an additional $10,000 from a non-related party and a non-related party also paid $91,585 of professional fees on behalf of the Company. The amounts are unsecured and carry no interest rate or repayment terms. At December 31, 2016 and 2015, the amount outstanding was $167,411 and $65,826, respectively.

Note 4 – Related Party Transactions

Loan to stockholder

The Company advances and borrows money from time to time to/from a related party. As of December 31, 2014, the Company was owed $161,770 from the Company’s CEO and stockholder. These advances are unsecured and carry no interest or repayment terms. Provision for loan to stockholder at December 31, 2014 was $135,973 resulting in a net balance of $25,797.

At September 30, 2015, the balance owed to the Company from its CEO was $100,046. At September 30, 2015, the Company’s board of directors approved such amount outstanding as a distribution to stockholder in compensation for services provided by the CEO. In addition, during the quarter ended December 31, 2015, the Company advanced the CEO and additional $15,980. At December 31, 2015, the Company’s board of directors approved $15,980 as a distribution to stockholder in compensation for services provided by the CEO.

During the year ended December 31, 2016, the Company made distributions to stockholder of $59,593.

The loan to stockholder balance at December 31, 2016 and 2015 was $0 and $0, respectively.

At December 31, 2016, $45,000 of the accrued compensation was due to the Company’s CEO and majority stockholder.

Due to related party

At December 31, 2016, $17,330 is due to a former director of the Company. The amount is unsecured, non-interest bearing and due on demand.

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Note 5 – Stockholders’ Equity

In connection with the reverse merger transaction described in Note 1, the Company issued 30,480,000 shares for net liabilities of $106,262.

The Company prior to the reverse merger made a distribution to its sole stockholder of $59,593 in 2016 and the Company made distribution to its sole stockholder of $116,026 during the year ended December 31, 2015.

During 2016 the Company issued 13,659,998 shares of common stock in settlement of $81,960 in amounts due to related parties. The shares were valued based on the closing stock price of the Company’s common stock on the settlement date which resulted in a loss on settlement of debt of $6,884,639.

On October 13, 2016, the Company affected a 10 for 1 forward stock split. All share and per share information has been retroactively restated to reflect this forward stock split.

As of December, 31, 2016, the company had no issued or outstanding preferred shares.

Note 6 – Commitments and Contingencies

The Company leases its office/warehouse space from various third parties.

	·	Rancho Cucamonga, California - $2,700/month. Combined office and warehouse space of approximately 4,000 sq. ft. The lease has expired and the Company continues to lease the office and warehouse space on a month-to-month basis.

	·	Las Vegas, Nevada – Combined office and warehouse space of approximately 1,600 sq. ft. The lease term is from May 1, 2016 to April 30, 2019. The base rent per month is as follows: May 1, 2016 to April 30, 2017-$1,352 per month; May 1, 2017 to April 30, 2018 -$1,393 per month; May 1, 2018 to April 30, 2019 - $1,435 per month. Future minimum rental payments on this non-cancelable lease are approximately: 2017-$16,600; 2018 - $17,000; 2019-5,800.

	·	Anaheim, California - $1,222/month. Combined office and warehouse space of approximately 950 sq. ft. The lease has expired and the Company continues to lease the office and warehouse space on a month-to-month basis.

For the years December 31, 2016 and 2015, the Company recognized $90,479 and $70,666, respectively, in rental or lease expense included in selling, general and administrative expense.

Litigation

The Company is subject to other potential liabilities under government regulations and various claims and legal actions that may be asserted. Matters may arise in the ordinary course and conduct of the Company’s business, as well as through its acquisition of certain intangible assets. Claim estimates that are probable and can be reasonably estimated are reflected as liabilities of the Company. The ultimate resolution of these matters is subject to many uncertainties. It is reasonably possible that matters, which may be asserted, could ultimately be decided unfavorably for the Company. During the years ended December 31, 2016 and 2015, the Company did not face any claims or litigation.

Note 7 – Income Taxes

Prior to the transaction described in Note 1, the Company was taxed as an S corporation for income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to its stockholders in accordance with their respective percentage ownership. As such, no recognition of federal or state income taxes for the Company has been provided for the year ended December 31, 2015 or from January 1, 2016 to June 29, 2016.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2016 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its new business model. Because of the impacts of the valuation allowance, there was no income tax expense or benefit for the years ended December 31, 2016.

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A reconciliation of the differences between the effective and statutory income tax rates for year ended December 31, 2016:

	Amount			Percent

Federal statutory rates	$	(2,442,125	)		34.0	%
State income taxes		(359,136	)		5.0	%
Pass through loss to LLC members		(31,722	)		0.4	%
Loss on settlement of debt		2,685,009			-37.4	%
Valuation allowance against net deferred tax assets		147,974			-2.0	%
Effective rate	$	-			0.0	%

At December 31, 2016, the significant components of the deferred tax assets are summarized below:

Deferred income tax asset
Net operating loss carryforwards		147,974
Total deferred income tax asset		147,974
Less: valuation allowance		(147,974	)
Total deferred income tax asset	$	-

The valuation allowance increased by $147,974 in 2016 as a result of the Company generating additional net operating losses.

The Company has recorded as of December 31, 2016 a valuation allowance of $147,974, as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Company’s lack of profitable operating history.

The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2016 and 2015.

The Company has net operating loss carry-forwards of approximately $379,000. Such amounts are subject to IRS code section 382 limitations and expire in 2030. The 2014 to 2016 tax years are still subject to audit. As an S corporation, through June 29, 2016, in the event of an examination of the Company’s tax return for the periods prior to June 30, 2016, the tax liability of the members could be changed if an adjustment in the Company’s income (loss) is ultimately sustained by the taxing authorities.

Note 8 – Legal Proceedings

Note 9 – Subsequent Events

On January 31, 2017, the company signed a convertible note for $203,500 at 12% per annum due on November 3, 2017 with Power Up Lending Group. Interest rate increases to 22% for any balance due after November 3, 2017. This note is convertible at any time during the period beginning on the date which is one hundred eighty days following the date of this note and ending on Maturity date. The "Conversion Price" is 61% multiplied by the Market Price (representing a discount rate of 39%). “Market Price” means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

On February 3, 2017, the company signed a convertible note for $125,000 at 12% per annum due on November 3, 2017 with JSJ Investments. This note is convertible at any time during the period beginning on the date which is one hundred eighty days following the date of this note and ending on Maturity date. The "Conversion Price" will be the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of Conversion; or (ii) a 40% discount to the lowest trading price during the previous twenty (20) trading days before the date that this note was executed.

On February 20, 2017, Michelle Rico, President, & CEO of the Company converted 295,000,000 her common shares to 1,500,000 Series A preferred shares.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting and Management has concluded that the Company’s internal controls over financial reporting are ineffective as of December 31, 2016. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in our financial reporting process and we utilize outside third party consultants. We do not have a separately designated audit committee. This weakness is due to our lack of excess working capital to hire additional staff. To remedy this material weakness, we intend to engage an internal accountant to assist with financial reporting as soon as our finances will allow.

KLJ & Associates, LLP, our registered independent public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control and Financial Reporting

During the quarter ended December 31, 2016 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Officers

Our bylaws allow the number of directors to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors at one.

Our current directors and officers are as follows:

Name		Age		Position
Michelle Rico		49		Director, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer

The directors will serve as directors until our next shareholder meeting or until a successor is elected who accepts the position. Officers hold their positions at the will of the Board of Directors. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Michelle Rico, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Ms. Rico has been our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since June 29, 2016. Ms. Rico has been the Chief Executive Officer of Proto-Script Pharmaceuticals, Corp. since 2011. She is a veteran of the medical industry, she has built a large nationwide network of clients. She has work experience with insurance companies, clinics, doctors’ offices, hospitals, pharmacies, and home medical equipment companies. She has experience in compliance, provider relations, case management, billing, marketing and sales in the HME industry. As an experienced leader, her expertise encompasses setting up and licensing DME and medical business; billing and billing software, management, logistics, policies and procedures, cost analysis, sales and marketing, finance and information technology. From start to finish, she brings a wealth of knowledge to all areas of HME. Her 20 plus years in the industry have given her extensive knowledge of the insurance industry and Medicare/Medicaid.

Our director does not currently serve on the boards of other public companies.

Significant Employees

There are no individuals other than our executive officer who make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers or directors.

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Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

	·	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	·	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	·	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	·	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons, we believe that all Section 16(a) reports applicable to our officers, directors and ten-percent stockholders with respect to the fiscal year ended December 31, 2016 were filed.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code. Companies whose equity securities are listed for trading on the OTC Markets are not currently required to implement a code of ethics.

Director Nominees

As of December 31, 2016 there have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not presently need an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. Our Board of Directors has determined that the cost of hiring a financial expert to act as one of our directors and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

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Item 11. Executive Compensation.

The following Summary Compensation Table sets forth the total annual compensation paid or accrued by us to or for the account of the Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”). None of our other executive officers received compensation in excess of $100,000 during the fiscal year ended December 31, 2016.

Summary Compensation

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
*Michelle Rico,*	2015		0		0		0		0		0		0		0		0
President, CEO, CFO, Secretary, Treasurer and Director (1)	2016		0		0		0		0		0		0		0		0

*Leonardo Correa Rodriguez,*	2015		0		0		0		0		0		0		0		0
Former President, CEO, CFO, Secretary, Treasurer and Director (1)	2016		0		0		0		0		0		0		0		0

___________

(1)

Michelle Rico is our President, CEO, CFO Secretary, Treasurer and a director.

Ms. Rico spends approximately 25% of her time on our business.

Our executive officers and directors did not receive any other compensation as directors or officers or any benefits.

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Outstanding Equity Awards at Fiscal Year End

As of December 31, 2016, we did not have any unexercised stock options held by any of our shareholders.

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

The following table sets forth the ownership, as of September 14, 2017, of our common stock by each of our directors, and by all executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of September 14, 2017, there were 49,139,998 common shares issued and outstanding. All persons named have sole voting and investment power with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Annual Report.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of

Class (2)

Common

Michelle Rico (1)

9830 6th Street, Suite 103

Rancho Cucamonga, CA 91730

5,000,000

10.2

All Executive Officers and Directors as a Group

5,000,000

10.2

___________

	(1)	Michelle Rico is our President CEO, CFO Secretary, Treasurer and a Director.

	(2)	Calculated based on issued and outstanding shares of 49,139,998 as September 14, 2017

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation. Each of our directors is also is a senior officer of the company.

Compensation Committee Report

Our Board of Directors as a whole has revised and discussed the compensation discussion and analysis disclosed in this Form 10-K and based on this review and discussion, has determined that the disclosure be included in this annual report.

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Compensation of Directors

We do not pay our directors any fees for attendance at Board meetings or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.

Change of Control

As of December 31, 2016 we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

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

Director Independence

The OTC Bulletin Board on which our common shares are listed on does not have any director independence requirements. We also do not have a definition of independence as our directors also hold positions executive officer positions with us. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regards to this definition.

Item 14. Principal Accounting Fees and Services

Audit, Audit-Related and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, KLJ & Associates, LLP for the audit of our annual financial statements for the years ended December 31, 2016 and previous auditors Anton and Chia, LLP for December 31, 2015 and any other fees billed for other services rendered during that period.

Description of Service	Year ended December 31, 2016 ($)		Year ended December 31, 2015 ($)
Audit fees		18,000		18,000
Audit-related fees		7,900		-
Tax fees		-		-
All other fees		-		-
Total		25,900		18,000

Audit Committee Approval

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended December 31, 2016

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PART IV

Item 15. Exhibits, Financial Statement Schedules

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

Exhibits

Exhibit Number		Exhibit Description

31.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS		XBRL Instance Document
EX-101.SCH		XBRL Taxonomy Extension Schema
EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB		XBRL Taxonomy Extension Label Linkbase
EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

	PROTO SCRIP PHARMACEUTICAL CORP.

Date: October 19, 2017	By:	/s/ Michelle Rico
		Michelle Rico
		President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and Director

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

Signature	Title	Date

/s/ Michelle Rico	President, Chief Executive Officer, Secretary, Treasurer,	October 19, 2017
Michelle Rico	Chief Financial Officer and Director

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