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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2024

 

OR

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ___________________.

 

Commission File Number: 000-32917

 

 

PROTOKINETIX, INCORPORATED

(Exact name of registrant as specified in its charter) 

 

 

Nevada   94-3355026
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

 

109 W Main St.

Dalton, Ohio 44618

 
  (Address of principal executive offices, including zip code)  

 

  (Registrant’s telephone number, including area code: 740-434-5041)  

 

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

 

Title of each class   Trading Symbol   Name of each exchange on which registered
N/A        

 

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

$.0000053 par value common stock

 

 

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    No

 

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).   Yes    No

 

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

 

Large accelerated filer     Accelerated filer 
Non-accelerated filer   Smaller reporting company
Emerging growth company     

 

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

 

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

Yes    No  

 

As of May 14, 2024 there were 352,880,152 shares of ProtoKinetix, Incorporated common stock that were issued and outstanding.

 

 

 
 

  

PROTOKINETIX, INCORPORATED

TABLE OF CONTENTS

 

 

PART I  
   
FINANCIAL INFORMATION  
   
Item 1. Financial Statements 3
   
Unaudited Balance Sheets 3
   
Unaudited Statements of Operations 4
   
Unaudited Statement of Stockholders’ Equity 5
   
Unaudited Statements of Cash Flows 6
   
Notes to Unaudited Financial Statements 7
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
   
Item 4. Controls and Procedures 21
   
PART II  
   
OTHER INFORMATION  
   
Item 1. Legal Proceedings 22
   
Item 1A. Risk Factors 22
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
   
Item 3. Defaults Upon Senior Securities 22
   
Item 4. Mine Safety Disclosure 22
   
Item 5. Other Information 22
   
Item 6. Exhibits 23
   
Signatures 24

 

 

2 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

         
   March 31, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash  $2,836   $20,408 
Prepaid expenses (Note 3)   1,050    1,050 
Total current assets   3,886    21,458 
           
Intangible assets (Note 4)   457,518    459,099 
           
Total assets  $461,404   $480,557 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $67,569   $44,696 
           
Total liabilities   67,569    44,696 
Stockholders’ Equity          
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 350,380,152 and 346,213,485 shares issued and outstanding as at March 31, 2024 and December 31, 2023 respectively (Note 7)   1,874    1,850 
Additional paid-in capital   48,347,945    48,297,969 
Accumulated deficit   (47,955,984)   (47,863,958)
Total stockholders’ equity   393,835    435,861 
Total liabilities and stockholders’ equity  $461,404   $480,557 
           

Basis of Presentation – Going Concern Uncertainties (Note 1)

Commitments and Contingency (Note 9)

 

 

 

See Notes to Financial Statements

 

 

3 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months Ended March 31, 2024 and 2023

 

         
   Three months ended March 31, 2024   Three months ended March 31, 2023 
         
EXPENSES          
Amortization – intangible assets (Note 4)  $11,317   $10,703 
General and administrative   14,125    32,763 
Professional fees   29,959    40,893 
Research and development   36,625    22,679 
           
Operating Income (Expenses)   (92,026)   (107,038)
           
           
Net loss for the period  $(92,026)  $(107,038)
Net loss per common share (basic and diluted)  $(0.01)  $(0.01)
           
Weighted average number of common shares outstanding (basic and diluted)   333,102,754    325,457,929 

 

 

 See Notes to Financial Statements

 

 

 

4 
 

 

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

For the Three Months Ended March 31, 2024

 

                     
   Common Stock   Additional
Paid-in
   Accumulated     
   Shares   Amount   capital   deficit   Total 
Balance, December 31, 2023   346,213,485   $1,850   $48,297,969   $(47,863,958)  $435,861 
                          
Issuance of common stock pursuant to private placement offering   4,166,667    24    49,976        50,000 
                          
Net loss for the period               (92,026)   (92,026)
                          
Balance, March 31, 2024   350,380,152   $1,874   $48,347,945   $(47,955,984)  $393,835 

 

 For the Three Months Ended March 31, 2023

 

                     
   Common Stock   Additional
Paid-in
   Accumulated     
   Shares   Amount   capital   deficit   Total 
Balance, December 31, 2022   322,880,151   $1,726   $47,868,093   $(47,448,479)  $421,340 
                          
Issuance of common stock pursuant to private placement offering   4,000,000    21    79,979        80,000 
                          
Net loss for the period               (107,038)   (107,038)
                          
Balance, March 31, 2023   326,880,151   $1,747   $47,948,072   $(47,555,517)  $394,302 

 

 

 

  

See Notes to Financial Statements

 

  

5 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31, 2024 and 2023

 

 

         
   Three Months
ended
March 31, 2024
   Three Months
ended
March 31, 2023
 
         
CASH FLOWS USED IN OPERATING ACTIVITIES          
Net loss for the period  $(92,026)  $(107,038)
Adjustments to reconcile net loss to cash used in operating activities:          
Amortization – intangible assets   11,317    10,703 
Changes in operating assets and liabilities:          
Accounts payable and accrued liabilities   22,873    11,470 
           
Net cash used in operating activities   (57,836)   (84,865)
           
CASH FLOWS USED IN INVESTING ACTIVITIES          
Purchase of intangible assets   (9,736)   (13,743)
           
Net cash used in investing activities   (9,736)   (13,743)
           
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Issuance of common stock for cash   50,000    80,000 
           
Net cash from financing activities   50,000    80,000 
           
Net change in cash   (17,572)   (18,608)
           
Cash, beginning of period   20,408    25,550 
           
Cash, end of period  $2,836   $6,942 
           
Cash paid for interest  $   $ 
           
Cash paid for income taxes  $   $ 

 

 

See Notes to Financial Statements

 

  

6 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 1.  Basis of Presentation – Going Concern Uncertainties

 

ProtoKinetix, Incorporated (the “Company”), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999.  The Company is a medical research company whose mission is the advancement of human health care.

 

The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins (“AFGP”) or anti-aging glycoproteins, trademarked AAGP.  During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration of $30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 4).

 

The Company’s financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern.

 

The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at March 31, 2024.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities.  Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective.  Management is presently engaged in seeking additional working capital through equity financing or related party loans. In addition, any significant disruption of global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to continue operations. The exact impact is and will remain unknown and largely dependent upon future developments, including but not limited to restrictions on the activities of our domestic and international suppliers and shipment of goods.

 

The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

 

 

7 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 2. Summary of Significant Accounting Policies (cont’d)

 

Use of Estimates

 

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  The more significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to valuation of equity related instruments issued, deferred income taxes, and the useful life and impairment of intangible assets.

 

Cash

 

Cash consists of funds held in checking accounts.  Cash balances may exceed federally insured limits from time to time.

 

Fair Value of Financial Instruments

 

Financial instruments, which includes cash, accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments.

 

The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value:

 

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

At March 31, 2024, there were no other assets or liabilities subject to additional disclosure.

 

Income Taxes

 

The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 "Income Taxes."  Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  The Company applies the accounting guidance issued to address the accounting for uncertain tax positions.  This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.

 

 

8 
 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 2. Summary of Significant Accounting Policies (cont’d)

 

Intangible assets – patent and patent application costs

 

The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

 

As at March 31, 2024, the Company does not hold any intangible assets with indefinite lives.

 

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.

 

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

 

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization has been recognized on the not yet approved patent application costs at March 31, 2024.

 

Research and Development Costs

 

Research and development costs are expensed as incurred. This includes all research consultant’s fees and costs of contract research organizations.

 

Loss per Share and Potentially Dilutive Securities

 

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities.  The effect of 94,290,000 stock options (March 31, 2023 – 94,290,000), and 6,000,000 warrants (March 31, 2023 – 13,300,000) were not included in the computation of diluted loss per share for all periods presented because it was anti-dilutive due to the Company’s losses.

 

Share-Based Compensation

 

The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services.  The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.

 

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

 

 

9 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 2. Summary of Significant Accounting Policies (cont’d)

 

Share-Based Compensation (cont’d)

 

 Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

 

Common stock

 

Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.

 

Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects.

 

Related Party Transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Recent Accounting Pronouncements

 

Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.

 

 

10 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

 

Note 3.   Prepaid Expenses

 

The following summarizes the Company’s prepaid expenses outstanding as at March 31, 2024 and December 31, 2023:

 

        
    March 31,
 2024
    December 31,
  2023
 
Rental deposit  $1,050   $1,050 

 

 

11 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 4.   Intangible Assets

 

Intangible asset transactions are summarized as follows:

            
   Patent Rights   Patent Application
Rights
   Total 
Cost               
Balance, December 31, 2022  $30,000   $484,220   $514,220 
Additions       71,088    71,088 
Balance, December 31, 2023  $30,000   $555,308   $585,308 
Additions       9,736    9,736 
Balance, March 31, 2024  $30,000   $565,044   $595,044 
Accumulated amortization               
Balance, December 31, 2022  $22,500   $55,450   $77,950 
Amortization   3,000    45,259    48,259 
Balance, December 31, 2023  $25,500   $100,709   $126,209 
Amortization   750    10,567    11,317 
Balance, March 31, 2024  $26,250   $111,277   $137,526 
                
Net carrying amounts               
December 31, 2023  $4,500   $454,599   $459,099 
Balance, March 31, 2024  $3,750   $453,768   $457,518 

 

 During the year ended December 31, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the “Patent Assignment”) with the Institut National des Sciences Appliquees de Rouen (“INSA”) for the assignment of certain patents and all rights associated therewith (the “Patents”). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of $30,000 (25,000 Euros) (paid). During the three month period March 31, 2024, the Company recorded $11,317 (2023 - $10,703) in amortization expense associated with the Patents Rights.

 

During the year ended December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his 50% ownership of certain patents and all rights associated therewith (the “Patent Application Rights”).  In exchange for the Patent Application Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company's common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration. The Company incurred an additional $565,044 in direct costs relating to the Patent Application Rights, $9,736 of which were incurred during three month period ended March 31, 2024.

 

 

12 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 4.  Intangible Assets (cont’d)

 

The remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty from any product developed as a result of research done at the University.

 

During the year ended December 31, 2016, the Company entered into a Universal Assignment with Grant Young for the assignment of his ownership of certain new and useful improvements in an invention entitled “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor Cells” (the “New Patent Application Rights”).  In exchange for the New Patent Application Rights, the Company agreed to pay $1 (paid).  The Company incurred $2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016.

 

The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period. No amortization was recorded on the Patent Application Rights or the New Patent Application Rights to March 31, 2024.

 

Note 5.  Stock Options

 

Pursuant to an amendment on March 15, 2022, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 97,700,000 shares, subject to adjustment as provided therein. The 2017 Plan is administered by the Company’s Board of Directors, or a committee appointed by the Board of Directors, and includes two types of options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, are referred to as incentive options. Options that are not intended to qualify as incentive options are referred to as non-qualified options. The exercise price of an option may be paid in cash, in shares of the Company's common stock or other property having a fair market value equal to the exercise price of the option, or in a combination of cash, shares, other securities and property.

 

As of March 31, 2024, there are 94,290,000 options granted and outstanding under the 2017 Plan.

 

13 
 

  

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 5.  Stock Options (cont’d)

 

Total share-based compensation for stock options granted during the three-month period ended March 31, 2024 was $Nil 0 (2023 - $nil ).

Stock option transactions are summarized as follows: 

 

    Number of
Stock Options
   Weighted Average Exercise Price   Weighted Average Remaining Life 
        $   (Years) 
 Outstanding, December 31, 2023, and March 31, 2024    94,290,000    0.03    4.67 

 

The following non-qualified stock options were outstanding and exercisable at March 31, 2024:

 

            
Expiry date  Exercise Price   Number of Options
Outstanding
   Number of
Options
Exercisable
 
   $         
October 24, 2026   0.10    500,000    500,000 
November 27, 2026   0.10    250,000    250,000 
December 6, 2028   0.028    93,540,000    93,540,000 
         94,290,000    94,290,000 

 

As at March 31, 2024, the aggregate intrinsic value of the Company’s stock options is $Nil 0 (March 31, 2023 – $Nil 0 ). The weighted average fair value of stock options granted during the three-month period ended March 31, 2024 is $Nil 0 (2023 - $Nil ).

 

 

14 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 6.  Warrants

 

Warrant transactions for the three-months ended March 31, 2024 are summarized as follows:

        
   Number of
Warrants
   Weighted Average Exercise Price 
         $ 
Outstanding, December 31, 2023   13,300,000    0.04 
   Warrants expired   (7,300,000)   0.09 
Outstanding at March 31, 2024   6,000,000    0.028 

  

The following warrants were outstanding and exercisable as at March 31, 2024:

           
Number of Warrants     Exercise Price     Expiry Date
                 
  6,000,000       0.028     December 12, 2028 

 

 

 

15 
 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 7.  Stockholders’ Equity

 

The Company is authorized to issue 500,000,000 (March 31, 2023 – 500,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of March 31, 2024 (March 31, 2023 - $Nil ).

 

During the three-month period ended March 31, 2024, the Company:

 

  a) Issued 1,666,667 shares of common stock (1,666,667 shares issued at $0.015) as part of a private placements for total proceeds of $25,000.

 

  b) Issued 2,500,000 shares of common stock (2,500,000 shares issued at $0.01) as part of a private placements for total proceeds of $25,000.

 

During the three-month period ended March 31, 2023, the Company:

  

  a) Issued 4,000,000 shares of common stock (4,000,000 shares issued at $0.02) as part of a private placements for total proceeds of $80,000.

  

Note 8. Related Party Transactions and Balances

 

During the three-month periods ended March 31, 2024 and 2023, the Company entered into the following related party transactions:

a) Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $15,000 (March 31, 2023 - $15,000) was paid or accrued to the Company's CFO. During the three months ended March 31, 2024, the Company reimbursed a company controlled by the CFO a total of $1,500 (March 31, 2023 - $1,500) in office rent.

As at March 31, 2024, there were $2,500 balances owing to related parties (March 31, 2023 - $nil ).

 

16 
 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

 

Note 9.  Commitments and Contingency

 

As at March 31, 2024, the Company has the following commitments:

 

a) Entered into a consulting agreement with an effective date of January 1, 2017 whereby the Company would pay the consultant $7,000 per month for providing research and development services.

b) Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $1,500 per month minimum plus travel expenses for providing research consulting services. The agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. The agreement is in effect as of March 31, 2024.

 

17 
 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Unless the context requires otherwise, references in this document to “ProtoKinetix”, “we”, “our”, “us” or the “Company” are to ProtoKinetix, Incorporated.

 

The following discussion provides information regarding the results of operations for the three-month period ended March 31, 2024 and 2023, and our financial condition, liquidity and capital resources as of March 31, 2024 and December 31, 2023.  The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

 

Cautionary Note Regarding Forward-Looking Statements

The information discussed in this Quarterly Report on Form 10-Q include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  All statements, other than statements of historical facts, included herein and therein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not considered to be) guarantees of future performance. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

 

  Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us;

  Our plans to develop and commercialize products from the AAGP® molecule;

  Ongoing testing of the AAGP® molecule;

  Our intellectual property position;

  Our commercialization, marketing and manufacturing capabilities and strategy;

  Our ability to retain key members of our senior management and key scientific consultants;

  The effects of competition;

  Our potential tax liabilities resulting from conducting business in the United States and Canada;

  The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and

  Our common stock’s limited trading history.

 

 Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the period ended March 31, 2024.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise

 

Business Overview

 

ProtoKinetix, Incorporated is a research and development stage bio-technology company focused on scientific medical research of AFGPs (Anti-Freeze Glycoproteins) or anti-aging glycoproteins, trademarked as AAGP®.  The Company has recently been in the process of directing major efforts to the practical side of commercial validation.  The commercial applications for AAGP® in large markets such as targeted health care solutions are numerous, and ProtoKinetix is currently working with researchers, business leaders and advisors and commercial entities to bring AAGP® to market.

 

 

18 
 

Results of Operations

 

The following table shows selected financial data and operating results for the periods noted.  Following the table, please see management’s discussion of significant changes.

 

   For the Three Months Ended 
   March 31, 
   2024   2023 
EXPENSES        
Amortization  $11,317   $10,703 
General and Administrative   14,125    32,763 
Professional Fees   29,959    40,893 
Research and Development   36,625    22,679 
Net loss for the period  $(92,026)   (107,038)

  

Gross Profit and Expenses

 

The Company’s net loss was $92,026 for the three-month period ended March 31, 2024 compared to $107,038 for the three-month period ended March 31, 2023.  The expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses.  Significant changes from the prior three-month period ended March 31, 2023 include:

 

General and administrative fees dropped by $18,638 from $32,763 to $14,125 primarily as a result of a decrease in spending on social media advertising, and other outside services. Additionally no current year project expenses related to product development.

 

Professional fees decreased by $10,934 from $40,893 to $29,959 due to decreases in legal billing associated with year end reporting.

 

Research and development expenditures increased slightly year over year with a change of $13,946 from $22,679 to $36,625 as the Company paid for molecule storage and study results. The company continues to pursue research partners for cost sharing and engages institutes with grants available for continued studies on our patented AAGP molecule.

 

Share-based compensation remained unchanged at $Nil for current three-month period and $Nil as at March 31, 2023 as a result of no further stock options being granted to directors and management of the Company as at March 31, 2024.

 

 

19 
 

Liquidity and Capital Resources

 

The following summarizes our balance sheet at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
Cash  $2,836   $20,408 
           
Working Capital  $(63,683)  $(23,238)

  

At March 31, 2024, we had $2,836 in cash and $3,886 in total current assets and a negative working capital equity position of $(63,683). Based upon our working capital equity as of March 31, 2024, we will require additional equity and/or debt financing in order to meet cash flow projections and carry forward our business objectives.  

 

There can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our new business. The failure to secure adequate outside funding would have an adverse effect on our plan of operation and results therefrom and a corresponding negative impact on stockholder liquidity.

  

Sources and Uses of Cash

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities fell by $27,029 from $84,865 to $57,836 for the three-months ended March 31, 2023, and 2024, respectively. With the year over year change primarily from an increase in accounts payable.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $9,736 for the three-month period ended March 31, 2024 while the Company had net cash used in investing activities of $13,743 for the comparative period.  The difference is attributable to a drop in patent application billings for the first quarter of the current year.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities decreased $30,000 from $80,000 to $50,000 for the three-months ended March 31, 2023, and 2024, respectively. The decrease of funding from private placements through the first of 2024 reflects the focus on finding financial partners for further research and development.

 

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation of the Company as a going concern.  The history of losses and the inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue as a going concern. In spite of the fact that the current cash obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate. We intend to fund the Company and attempt to meet corporate obligations by selling common stock.  However, the price and volume of the Company’s common stock is volatile.

 

Off-Balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

As a smaller reporting company, we are not required to provide the information required by paragraph (a)(5) of this Item.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.

 

Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Financial Statements included in this Form 10-Q.

 

While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been identified as being critical.

 

20 
 

Share-Based Compensation

 

The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services.  The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.

 

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

 

Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

 

Sales and Marketing

 

The Company is currently not selling or marketing any products.

 

Inflation

 

Although management expects that our operations will be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three months ended March 31, 2024.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

Item 4: Controls and Procedures

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our management, under the direction of our Chief Executive Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of March 31, 2024 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures are not effective as of March 31, 2024 to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are not effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

 

The Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the three-months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

 

21 
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Other than previously reported, the Company and its management are not aware of any regulatory or legal proceedings or investigations pending involving the Company, any of its subsidiaries or affiliates, or any of their respective officers, directors or employees.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.  However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 20, 2024.

  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Between February 22, 2024 and March 20, 2024, the Company issued 1,666,667 shares of common stock to accredited investors in a private placement for gross proceeds of $25,000 at a price per share of $0.015, of which the Company’s President and CEO, Clarence E. Smith, invested $10,000 for 666,667 shares. The Company filed a Form D with the SEC on December 28, 2024 and an amended Form D on April 18, 2024.

 

On March 29, 2024 the Company’s President and CEO, Clarence E. Smith, invested $25,000 for 2,500,000 shares of common stock to accredited investors in a private placement with a price of $0.01 per share. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities. The Company filed a Form D with the SEC on March 29, 2024.

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

On March 20, 2024, the Company filed its Annual Report on Form 10-K with the SEC. The Company inadvertently omitted Item 1C: Cybersecurity. The Form 10-K should have included the following language set forth below:

 

ITEM 1C. CYBERSECURITY

 

Risk Management and Strategy

 

The Company’s information security program consists of various processes designed to ensure that the Company and its electronic assets are shielded from cyber events that may compromise the Company’s ability to successfully execute its business on a day-to-day basis. These processes cover areas such as, but not limited to, risk management, access control, anti-virus management, sensitive data management, electronic communication, risk/security reporting, incident response planning and business continuation planning. Our Information Security Team is comprised of our Chief Financial Officer and third-party IT support. It is responsible for (i) administering the Company’s policies and procedures in conjunction with our third-party information technology provider, Netranom Communications (“IT Provider”); (ii) distributing our policies to consultants and providing training; (iii) responding to consultant inquiries regarding our policies; (iv) overseeing our cybersecurity program and leading incident response efforts; (v) monitoring for cybersecurity-related legal or regulatory developments; coordinating with management, our IT Provider and /or legal counsel to discuss cybersecurity-related issues or topics; and (vi) reviewing and updating our policies as necessary and on an annual basis.

 

The Information Security Team carries out risk management primarily by outsourcing risks to those companies and agencies that specialize in handling such risks and that have the appropriate resources to do so. Our IT Provider has more than 20 years of experience in the latest technologies and experiences in a variety of network configurations.  The IT Provider also has the ability to analyze cybersecurity presence and technology processes to provide reports as needed.  The IT Provider currently manages and monitors our network, configures systems and controls, provides assistance and support during an incident and detects threats through antivirus scans, firewalls and base level spam filters.

 

Governance

 

Management is ultimately responsible for assessing and managing the Company’s cybersecurity risk. The information security program is overseen by the Chief Financial Officer. The Board is then briefed upon the occurrence of any cybersecurity incidents and is provided an overview of the information security program on an annual basis, including updates on the IT team, IT training, implementation of IT controls, cybersecurity testing, the incident response process and the cybersecurity assets of the Company.

 

In the last fiscal year, we have not identified any risks from known cybersecurity threats that have materially affected the Company or our financial position, results of operations and/or cash flows. We continue to invest in cybersecurity and the resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see “Risk Factors.”

 

On April 4, 2024, the Company issued 1,000,000 shares of common stock to an accredited investor in a private placement for gross proceeds of $10,000 at a price per share of $0.01. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities. 

 

Private Placement

 

Between April 4, 2024 and April 22, 2024, the Company issued 2,500,000 shares of common stock to accredited investors in a private placement for gross proceeds of $25,000 at a price per share of $0.01. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities. The Company filed a Form D with the SEC on March 29, 2024 and an amended Form D on May 15, 2024.

 

Rule 10b5-1 trading arrangements

 

During the Company’s first quarter of 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

 

22 
 

 

Item 6. Exhibits

 

The following is a complete list of exhibits filed as part of this Form 10-Q.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

  

EXHIBIT INDEX

 

The following documents are being filed with the Commission as exhibits to this Quarterly Report on Form 10-Q.

 

Exhibit   Description
3.1   Amended and Restated Articles of Incorporation as filed on February 16, 2022(1)
3.2   Amended and Restated Bylaws of the Company as approved on December 20, 2021(2)
4.1   Amended 2017 Stock Option and Stock Bonus Plan(3)
4.2   Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(6)
4.3   Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(10)
4.4   Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on March 15, 2022(12)
4.5   Consultant Warrant(13)
4.6   Form of Warrant(13)
10.1   Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(4)
10.2   Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(5)
10.3   Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(7)
10.4   Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(7)
10.5   Consulting Agreement between the Company and Grant Young, dated December 30, 2016(8)
10.6   First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(9)
10.7   First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(9)
10.8   First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(9)
10.9   Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(11)
31.1   Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2   Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32   Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS   XBRL Instance Document
101.SCH   XBRL Schema Document 
101.CAL   XBRL Calculation Linkbase Document 
101.DEF   XBRL Definition Linkbase Document 
101.LAB   XBRL Label Linkbase Document
101.PRE   XBRL Presentation Linkbase Document  
104   Cover Page Interactive Date File (formatted in Incline XBRL and contained in Exhibit 101)*

 

  1. Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 14, 2022 with the SEC.

  2. Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC.

  3. Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC.

  4. Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC.

  5. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC.

  6. Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC.

  7. Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC.

  8. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC.

  9. Incorporated by reference from the Company’s amended Current Report on Form 8-K filed on September 12, 2017 with the SEC.

  10. Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC.
  11. Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC.
  12. Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 21, 2022 with the SEC.
  13. Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 17, 2023 with the SEC.

 

  * Filed herewith.

 

  ** Furnished, not filed herewith.

 

23 
 

 SIGNATURES

 

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

 

Date: May 15, 2024   PROTOKINETIX, INCORPORATED
     
    By: /s/ Clarence E. Smith
    Clarence E. Smith
    Chief Executive Officer
     
    By: /s/ Michael R. Guzzetta
    Michael R. Guzzetta
    Chief Financial Officer

 

 

 

24 

 

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Clarence E. Smith, certify that:

 

  1. I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended March 31, 2024;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

May 15, 2024   /s/ Clarence E. Smith
    Name: Clarence E. Smith
    Title:

Chief Executive Officer

(Principal Executive Officer)

 

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael R. Guzzetta, certify that:

 

  1. I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended March 31, 2024;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

May 15, 2024   /s/ Mike R. Guzzetta
    Name: Michael R. Guzzetta
    Title:

Chief Financial Officer

(Principal Financial Officer)

 

 

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of ProtoKinetix, Incorporated, (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Clarence E. Smith, Chief Executive Officer and Principal Executive Officer of the Company and Michael R. Guzzetta, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

May 15, 2024   /s/ Clarence E. Smith
    Name: Clarence E. Smith
    Title:

Chairman of the Board and
Chief Executive Officer

(Principal Executive Officer)

 

May 15, 2024   /s/ Michael R. Guzzetta
    Name: Michael R. Guzzetta
    Title:

Chief Financial Officer

(Principal Financial Officer)

  

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 13, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-32917  
Entity Registrant Name PROTOKINETIX, INCORPORATED  
Entity Central Index Key 0001128189  
Entity Tax Identification Number 94-3355026  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 109 W Main St.  
Entity Address, City or Town Dalton  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 44618  
City Area Code 740  
Local Phone Number 434-5041  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   352,880,152
v3.24.1.1.u2
BALANCE SHEETS (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets    
Cash $ 2,836 $ 20,408
Prepaid expenses (Note 3) 1,050 1,050
Total current assets 3,886 21,458
Intangible assets (Note 4) 457,518 459,099
Total assets 461,404 480,557
Current Liabilities    
Accounts payable and accrued liabilities 67,569 44,696
Total liabilities 67,569 44,696
Stockholders’ Equity    
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 350,380,152 and 346,213,485 shares issued and outstanding as at March 31, 2024 and December 31, 2023 respectively (Note 7) 1,874 1,850
Additional paid-in capital 48,347,945 48,297,969
Accumulated deficit (47,955,984) (47,863,958)
Total stockholders’ equity 393,835 435,861
Total liabilities and stockholders’ equity $ 461,404 $ 480,557
v3.24.1.1.u2
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.0000053 $ 0.0000053
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 350,380,152 346,213,485
Common stock, shares outstanding 350,380,152 346,213,485
v3.24.1.1.u2
STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
EXPENSES    
Amortization – intangible assets (Note 4) $ 11,317 $ 10,703
General and administrative 14,125 32,763
Professional fees 29,959 40,893
Research and development 36,625 22,679
Operating Income (Expenses) (92,026) (107,038)
Net loss for the period $ (92,026) $ (107,038)
Net loss per common share (basic) $ (0.01) $ (0.01)
Net loss per common share (diluted) $ (0.01) $ (0.01)
Weighted average number of common shares outstanding (basic) 333,102,754 325,457,929
Weighted average number of common shares outstanding (diluted) 333,102,754 325,457,929
v3.24.1.1.u2
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 1,726 $ 47,868,093 $ (47,448,479) $ 421,340
Beginning balance, Shares at Dec. 31, 2022 322,880,151      
Issuance of common stock pursuant to private placement offering $ 21 79,979 80,000
Issuance of common stock pursuant to private placement offering, shares 4,000,000      
Net loss for the period (107,038) (107,038)
Ending balance, value at Mar. 31, 2023 $ 1,747 47,948,072 (47,555,517) 394,302
Ending balance, Shares at Mar. 31, 2023 326,880,151      
Beginning balance, value at Dec. 31, 2023 $ 1,850 48,297,969 (47,863,958) 435,861
Beginning balance, Shares at Dec. 31, 2023 346,213,485      
Issuance of common stock pursuant to private placement offering $ 24 49,976 50,000
Issuance of common stock pursuant to private placement offering, shares 4,166,667      
Net loss for the period (92,026) (92,026)
Ending balance, value at Mar. 31, 2024 $ 1,874 $ 48,347,945 $ (47,955,984) $ 393,835
Ending balance, Shares at Mar. 31, 2024 350,380,152      
v3.24.1.1.u2
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS USED IN OPERATING ACTIVITIES    
Net loss for the period $ (92,026) $ (107,038)
Adjustments to reconcile net loss to cash used in operating activities:    
Amortization – intangible assets 11,317 10,703
Changes in operating assets and liabilities:    
Accounts payable and accrued liabilities 22,873 11,470
Net cash used in operating activities (57,836) (84,865)
CASH FLOWS USED IN INVESTING ACTIVITIES    
Purchase of intangible assets (9,736) (13,743)
Net cash used in investing activities (9,736) (13,743)
CASH FLOWS FROM FINANCING ACTIVITIES    
Issuance of common stock for cash 50,000 80,000
Net cash from financing activities 50,000 80,000
Net change in cash (17,572) (18,608)
Cash, beginning of period 20,408 25,550
Cash, end of period 2,836 6,942
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) Attributable to Parent $ (92,026) $ (107,038)
v3.24.1.1.u2
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
Basis of Presentation – Going Concern Uncertainties
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation – Going Concern Uncertainties

Note 1.  Basis of Presentation – Going Concern Uncertainties

 

ProtoKinetix, Incorporated (the “Company”), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999.  The Company is a medical research company whose mission is the advancement of human health care.

 

The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins (“AFGP”) or anti-aging glycoproteins, trademarked AAGP.  During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration of $30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 4).

 

The Company’s financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern.

 

The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at March 31, 2024.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities.  Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective.  Management is presently engaged in seeking additional working capital through equity financing or related party loans. In addition, any significant disruption of global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to continue operations. The exact impact is and will remain unknown and largely dependent upon future developments, including but not limited to restrictions on the activities of our domestic and international suppliers and shipment of goods.

 

The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.

v3.24.1.1.u2
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

 

Use of Estimates

 

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  The more significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to valuation of equity related instruments issued, deferred income taxes, and the useful life and impairment of intangible assets.

 

Cash

 

Cash consists of funds held in checking accounts.  Cash balances may exceed federally insured limits from time to time.

 

Fair Value of Financial Instruments

 

Financial instruments, which includes cash, accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments.

 

The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value:

 

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

At March 31, 2024, there were no other assets or liabilities subject to additional disclosure.

 

Income Taxes

 

The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 "Income Taxes."  Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  The Company applies the accounting guidance issued to address the accounting for uncertain tax positions.  This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.

 

Intangible assets – patent and patent application costs

 

The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

 

As at March 31, 2024, the Company does not hold any intangible assets with indefinite lives.

 

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.

 

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

 

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization has been recognized on the not yet approved patent application costs at March 31, 2024.

 

Research and Development Costs

 

Research and development costs are expensed as incurred. This includes all research consultant’s fees and costs of contract research organizations.

 

Loss per Share and Potentially Dilutive Securities

 

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities.  The effect of 94,290,000 stock options (March 31, 2023 – 94,290,000), and 6,000,000 warrants (March 31, 2023 – 13,300,000) were not included in the computation of diluted loss per share for all periods presented because it was anti-dilutive due to the Company’s losses.

 

Share-Based Compensation

 

The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services.  The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.

 

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

 

 Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

 

Common stock

 

Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.

 

Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects.

 

Related Party Transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Recent Accounting Pronouncements

 

Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.

 

v3.24.1.1.u2
Prepaid Expenses
3 Months Ended
Mar. 31, 2024
Prepaid Expenses  
Prepaid Expenses

Note 3.   Prepaid Expenses

 

The following summarizes the Company’s prepaid expenses outstanding as at March 31, 2024 and December 31, 2023:

 

        
    March 31,
 2024
    December 31,
  2023
 
Rental deposit  $1,050   $1,050 

 

v3.24.1.1.u2
Intangible Assets
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 4.   Intangible Assets

 

Intangible asset transactions are summarized as follows:

            
   Patent Rights   Patent Application
Rights
   Total 
Cost               
Balance, December 31, 2022  $30,000   $484,220   $514,220 
Additions       71,088    71,088 
Balance, December 31, 2023  $30,000   $555,308   $585,308 
Additions       9,736    9,736 
Balance, March 31, 2024  $30,000   $565,044   $595,044 
Accumulated amortization               
Balance, December 31, 2022  $22,500   $55,450   $77,950 
Amortization   3,000    45,259    48,259 
Balance, December 31, 2023  $25,500   $100,709   $126,209 
Amortization   750    10,567    11,317 
Balance, March 31, 2024  $26,250   $111,277   $137,526 
                
Net carrying amounts               
December 31, 2023  $4,500   $454,599   $459,099 
Balance, March 31, 2024  $3,750   $453,768   $457,518 

 

 During the year ended December 31, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the “Patent Assignment”) with the Institut National des Sciences Appliquees de Rouen (“INSA”) for the assignment of certain patents and all rights associated therewith (the “Patents”). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of $30,000 (25,000 Euros) (paid). During the three month period March 31, 2024, the Company recorded $11,317 (2023 - $10,703) in amortization expense associated with the Patents Rights.

 

During the year ended December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his 50% ownership of certain patents and all rights associated therewith (the “Patent Application Rights”).  In exchange for the Patent Application Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company's common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration. The Company incurred an additional $565,044 in direct costs relating to the Patent Application Rights, $9,736 of which were incurred during three month period ended March 31, 2024.

 

The remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty from any product developed as a result of research done at the University.

 

During the year ended December 31, 2016, the Company entered into a Universal Assignment with Grant Young for the assignment of his ownership of certain new and useful improvements in an invention entitled “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor Cells” (the “New Patent Application Rights”).  In exchange for the New Patent Application Rights, the Company agreed to pay $1 (paid).  The Company incurred $2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016.

 

The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period. No amortization was recorded on the Patent Application Rights or the New Patent Application Rights to March 31, 2024.

 

v3.24.1.1.u2
Stock Options
3 Months Ended
Mar. 31, 2024
Stock Options  
Stock Options

Note 5.  Stock Options

 

Pursuant to an amendment on March 15, 2022, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 97,700,000 shares, subject to adjustment as provided therein. The 2017 Plan is administered by the Company’s Board of Directors, or a committee appointed by the Board of Directors, and includes two types of options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, are referred to as incentive options. Options that are not intended to qualify as incentive options are referred to as non-qualified options. The exercise price of an option may be paid in cash, in shares of the Company's common stock or other property having a fair market value equal to the exercise price of the option, or in a combination of cash, shares, other securities and property.

 

As of March 31, 2024, there are 94,290,000 options granted and outstanding under the 2017 Plan.

Total share-based compensation for stock options granted during the three-month period ended March 31, 2024 was $Nil 0 (2023 - $nil ).

Stock option transactions are summarized as follows: 

 

    Number of
Stock Options
   Weighted Average Exercise Price   Weighted Average Remaining Life 
        $   (Years) 
 Outstanding, December 31, 2023, and March 31, 2024    94,290,000    0.03    4.67 

 

The following non-qualified stock options were outstanding and exercisable at March 31, 2024:

 

            
Expiry date  Exercise Price   Number of Options
Outstanding
   Number of
Options
Exercisable
 
   $         
October 24, 2026   0.10    500,000    500,000 
November 27, 2026   0.10    250,000    250,000 
December 6, 2028   0.028    93,540,000    93,540,000 
         94,290,000    94,290,000 

 

As at March 31, 2024, the aggregate intrinsic value of the Company’s stock options is $Nil 0 (March 31, 2023 – $Nil 0 ). The weighted average fair value of stock options granted during the three-month period ended March 31, 2024 is $Nil 0 (2023 - $Nil ).

 

v3.24.1.1.u2
Warrants
3 Months Ended
Mar. 31, 2024
Warrants  
Warrants

Note 6.  Warrants

 

Warrant transactions for the three-months ended March 31, 2024 are summarized as follows:

        
   Number of
Warrants
   Weighted Average Exercise Price 
         $ 
Outstanding, December 31, 2023   13,300,000    0.04 
   Warrants expired   (7,300,000)   0.09 
Outstanding at March 31, 2024   6,000,000    0.028 

  

The following warrants were outstanding and exercisable as at March 31, 2024:

           
Number of Warrants     Exercise Price     Expiry Date
                 
  6,000,000       0.028     December 12, 2028 

 

v3.24.1.1.u2
Stockholders’ Equity
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

Note 7.  Stockholders’ Equity

 

The Company is authorized to issue 500,000,000 (March 31, 2023 – 500,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of March 31, 2024 (March 31, 2023 - $Nil ).

 

During the three-month period ended March 31, 2024, the Company:

 

  a) Issued 1,666,667 shares of common stock (1,666,667 shares issued at $0.015) as part of a private placements for total proceeds of $25,000.

 

  b) Issued 2,500,000 shares of common stock (2,500,000 shares issued at $0.01) as part of a private placements for total proceeds of $25,000.

 

During the three-month period ended March 31, 2023, the Company:

  

  a) Issued 4,000,000 shares of common stock (4,000,000 shares issued at $0.02) as part of a private placements for total proceeds of $80,000.

  

v3.24.1.1.u2
Related Party Transactions and Balances
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions and Balances

Note 8. Related Party Transactions and Balances

 

During the three-month periods ended March 31, 2024 and 2023, the Company entered into the following related party transactions:

a) Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $15,000 (March 31, 2023 - $15,000) was paid or accrued to the Company's CFO. During the three months ended March 31, 2024, the Company reimbursed a company controlled by the CFO a total of $1,500 (March 31, 2023 - $1,500) in office rent.

As at March 31, 2024, there were $2,500 balances owing to related parties (March 31, 2023 - $nil ).

v3.24.1.1.u2
Commitments and Contingency
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingency

Note 9.  Commitments and Contingency

 

As at March 31, 2024, the Company has the following commitments:

 

a) Entered into a consulting agreement with an effective date of January 1, 2017 whereby the Company would pay the consultant $7,000 per month for providing research and development services.

b) Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $1,500 per month minimum plus travel expenses for providing research consulting services. The agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. The agreement is in effect as of March 31, 2024.

v3.24.1.1.u2
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

 

Use of Estimates

Use of Estimates

 

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  The more significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to valuation of equity related instruments issued, deferred income taxes, and the useful life and impairment of intangible assets.

 

Cash

Cash

 

Cash consists of funds held in checking accounts.  Cash balances may exceed federally insured limits from time to time.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

Financial instruments, which includes cash, accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments.

 

The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value:

 

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

At March 31, 2024, there were no other assets or liabilities subject to additional disclosure.

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 "Income Taxes."  Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  The Company applies the accounting guidance issued to address the accounting for uncertain tax positions.  This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.

 

Intangible assets – patent and patent application costs

Intangible assets – patent and patent application costs

 

The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

 

As at March 31, 2024, the Company does not hold any intangible assets with indefinite lives.

 

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.

 

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

 

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization has been recognized on the not yet approved patent application costs at March 31, 2024.

 

Research and Development Costs

Research and Development Costs

 

Research and development costs are expensed as incurred. This includes all research consultant’s fees and costs of contract research organizations.

 

Loss per Share and Potentially Dilutive Securities

Loss per Share and Potentially Dilutive Securities

 

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities.  The effect of 94,290,000 stock options (March 31, 2023 – 94,290,000), and 6,000,000 warrants (March 31, 2023 – 13,300,000) were not included in the computation of diluted loss per share for all periods presented because it was anti-dilutive due to the Company’s losses.

 

Share-Based Compensation

Share-Based Compensation

 

The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services.  The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.

 

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

 

 Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

 

Common stock

Common stock

 

Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.

 

Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects.

 

Related Party Transactions

Related Party Transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.

 

v3.24.1.1.u2
Prepaid Expenses (Tables)
3 Months Ended
Mar. 31, 2024
Prepaid Expenses  
Schedule of prepaid expenses
        
    March 31,
 2024
    December 31,
  2023
 
Rental deposit  $1,050   $1,050 
v3.24.1.1.u2
Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible asset transactions
            
   Patent Rights   Patent Application
Rights
   Total 
Cost               
Balance, December 31, 2022  $30,000   $484,220   $514,220 
Additions       71,088    71,088 
Balance, December 31, 2023  $30,000   $555,308   $585,308 
Additions       9,736    9,736 
Balance, March 31, 2024  $30,000   $565,044   $595,044 
Accumulated amortization               
Balance, December 31, 2022  $22,500   $55,450   $77,950 
Amortization   3,000    45,259    48,259 
Balance, December 31, 2023  $25,500   $100,709   $126,209 
Amortization   750    10,567    11,317 
Balance, March 31, 2024  $26,250   $111,277   $137,526 
                
Net carrying amounts               
December 31, 2023  $4,500   $454,599   $459,099 
Balance, March 31, 2024  $3,750   $453,768   $457,518 
v3.24.1.1.u2
Stock Options (Tables)
3 Months Ended
Mar. 31, 2024
Stock Options  
Schedule of stock option transactions
    Number of
Stock Options
   Weighted Average Exercise Price   Weighted Average Remaining Life 
        $   (Years) 
 Outstanding, December 31, 2023, and March 31, 2024    94,290,000    0.03    4.67 
Schedule of options by exercise price
            
Expiry date  Exercise Price   Number of Options
Outstanding
   Number of
Options
Exercisable
 
   $         
October 24, 2026   0.10    500,000    500,000 
November 27, 2026   0.10    250,000    250,000 
December 6, 2028   0.028    93,540,000    93,540,000 
         94,290,000    94,290,000 
v3.24.1.1.u2
Warrants (Tables)
3 Months Ended
Mar. 31, 2024
Warrants  
Schedule of warrant transactions
        
   Number of
Warrants
   Weighted Average Exercise Price 
         $ 
Outstanding, December 31, 2023   13,300,000    0.04 
   Warrants expired   (7,300,000)   0.09 
Outstanding at March 31, 2024   6,000,000    0.028 
Schedule of outstanding and exercisable
           
Number of Warrants     Exercise Price     Expiry Date
                 
  6,000,000       0.028     December 12, 2028 
v3.24.1.1.u2
Basis of Presentation – Going Concern Uncertainties (Details Narrative)
12 Months Ended
Dec. 31, 2015
USD ($)
shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Cash consideration $ 30,000
Additional patent applications $ 10,000
Warrant issued | shares 6,000,000
Fair value adjustment of warrants $ 25,000
v3.24.1.1.u2
Summary of Significant Accounting Policies (Details Narrative) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Warrant [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Antidilutive shares 6,000,000 13,300,000
Equity Option [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Antidilutive shares 94,290,000 94,290,000
v3.24.1.1.u2
Prepaid Expenses (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Prepaid Expenses    
Rental deposit $ 1,050 $ 1,050
v3.24.1.1.u2
Intangible Assets (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Cost of beginning balance $ 585,308 $ 514,220
Additions 9,736 71,088
Cost of ending balance 595,044 585,308
Accumulated amortization of beginning balance 126,209 77,950
Amortization 11,317 48,259
Accumulated amortization of ending balance 137,526 126,209
Net carrying amounts 457,518 459,099
Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Cost of beginning balance 30,000 30,000
Additions 0 0
Cost of ending balance 30,000 30,000
Accumulated amortization of beginning balance 25,500 22,500
Amortization 750 3,000
Accumulated amortization of ending balance 26,250 25,500
Net carrying amounts 3,750 4,500
Patent Application Rights [Member]    
Finite-Lived Intangible Assets [Line Items]    
Cost of beginning balance 555,308 484,220
Additions 9,736 71,088
Cost of ending balance 565,044 555,308
Accumulated amortization of beginning balance 100,709 55,450
Amortization 10,567 45,259
Accumulated amortization of ending balance 111,277 100,709
Net carrying amounts $ 453,768 $ 454,599
v3.24.1.1.u2
Intangible Assets (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]        
Intangible assets $ 9,736 $ 13,743    
Amortization of intangible assets 11,317 $ 10,703    
Additional patent applications       $ 10,000
Warrant issued       6,000,000
Costs relating to intangible assets $ 9,736      
Minimum [Member]        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets useful lives 18 years 6 months      
Maximum [Member]        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets useful lives 20 years      
Patent Application Rights [Member]        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets       $ 30,000
Direct operating costs     $ 2,415  
v3.24.1.1.u2
Stock Options (Details) - Equity Option [Member] - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Stock Options 94,290,000 94,290,000
Weighted Average Exercise Price $ 0.03 $ 0.03
Weighted Average Remaining Life 4 years 8 months 1 day 4 years 8 months 1 day
v3.24.1.1.u2
Stock Options (Details 1)
Mar. 31, 2024
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Number of Options Outstanding 94,290,000
Number of Options Exercisable 94,290,000
October 24, 2026 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price | $ / shares $ 0.10
Number of Options Outstanding 500,000
Number of Options Exercisable 500,000
November 27, 2026 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price | $ / shares $ 0.10
Number of Options Outstanding 250,000
Number of Options Exercisable 250,000
December 6, 2028 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price | $ / shares $ 0.028
Number of Options Outstanding 93,540,000
Number of Options Exercisable 93,540,000
v3.24.1.1.u2
Stock Options (Details Narrative) - Equity Option [Member] - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Options granted 94,290,000  
Options outstanding 94,290,000  
Fair value of share-based compensation $ 0 $ 0
Aggregate intrinsic value $ 0 $ 0
Weighted average fair value of stock options granted $ 0 $ 0
v3.24.1.1.u2
Warrants (Details) - Warrant [Member]
3 Months Ended
Mar. 31, 2023
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Warrants outstanding, beginning | shares 13,300,000
Warrants weighted average exercise price, beginning | $ / shares $ 0.04
Warrants expired | shares (7,300,000)
Warrants weighted average exercise price, expired | $ / shares $ 0.09
Warrants outstanding, ending | shares 6,000,000
Warrants weighted average exercise price, ending | $ / shares $ 0.028
v3.24.1.1.u2
Warrants (Details 1) - Warrant 1 [Member]
3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Warrants | shares 6,000,000
Exercise Price | $ / shares $ 0.028
Expiry Date December 12, 2028
v3.24.1.1.u2
Stockholders’ Equity (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Common stock, shares authorized 500,000,000   500,000,000
Common stock, par value $ 0.0000053   $ 0.0000053
Dividends declared $ 0   $ 0
Private Placement [Member]      
Subsidiary, Sale of Stock [Line Items]      
Number of shares issued 1,666,667 4,000,000  
Share price $ 0.015 $ 0.02  
Total proceeds $ 25,000 $ 80,000  
Private Placement 1 [Member]      
Subsidiary, Sale of Stock [Line Items]      
Number of shares issued 2,500,000    
Share price $ 0.01    
Total proceeds $ 25,000    
v3.24.1.1.u2
Related Party Transactions and Balances (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]      
Due to related parties, current $ 2,500   $ 0
Chief Financial Officer [Member]      
Related Party Transaction [Line Items]      
Related party transaction, amounts of transaction 15,000 $ 15,000  
Due from officers and stockholders $ 1,500 $ 1,500  
v3.24.1.1.u2
Commitments and Contingency (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Apr. 30, 2019
Jan. 31, 2017
Mar. 31, 2024
Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]        
Research and development     $ 36,625 $ 22,679
Consultant [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Research and development   $ 7,000    
Travel expenses $ 1,500      

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