10-Q

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 September 30, 2023

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 October 18, 2023 there were 338,880,151 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	23
Item 4. Controls and Procedures	23
PART II
OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosure	25
Item 5. Other Information	25
Item 6. Exhibits	26
Signatures	27

2 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

	September 30, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	12,396		$	25,550
Prepaid expenses (Note 3)		1,050			1,050
Total current assets		13,446			26,600
Intangible assets (Note 4)		437,449			436,270
Total assets	$	450,895		$	462,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	12,562		$	41,530
Total liabilities		12,562			41,530
Stockholders’ Equity
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 338,880,151 and 322,880,151 shares issued and outstanding as at September 30, 2023 and December 31, 2022 respectively (Note 7)		1,811			1,726
Additional paid-in capital		48,188,008			47,868,093
Accumulated deficit		(47,751,486	)		(47,448,479	)
Total stockholders’ equity		438,333			421,340
Total liabilities and stockholders’ equity	$	450,895		$	462,870

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 and Nine Months Ended September 30, 2023 and 2022

	Three months ended September 30, 2023			Three months ended September 30, 2022			Nine months ended September 30, 2023			Nine months ended September 30, 2022
EXPENSES
Amortization – intangible assets (Note 4)	$	11,187		$	750		$	33,452		$	2,250
General and administrative		16,539			31,690			85,018			146,227
Professional fees		31,370			33,122			108,581			121,015
Research and development		21,295			160,994			75,956			426,968
Share-based compensation (Notes 5 and 8)		—			143,486			—			627,192
Operating Income (Expenses)		(80,391	)		(370,042	)		(303,007	)		(1,323,652	)
Net loss for the period	$	(80,391	)	$	(370,042	)	$	(303,007	)	$	(1,323,652	)
Net loss per common share (basic and diluted)	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding (basic and diluted)		335,630,151			290,989,603			331,075,206			299,244,493

See Notes to Financial Statements

4 

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the Nine Months Ended September 30, 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		16,000,000		85		319,915		—			320,000
Net loss for the period		—		—		—		(303,007	)		(303,007	)
Balance, September 30, 2023		338,880,151	$	1,811	$	48,188,008	$	(47,751,486	)	$	438,333

For the Three Months Ended September 30, 2023

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
Balance, June 30, 2023		335,630,151	$	1,795	$	48,123,024	$	(47,671,094	)	$	453,725
Issuance of common stock pursuant to private placement offering		3,250,000		16		64,984		—			65,000
Net loss for the period		—		—		—		(80,392	)		(80,392	)
Balance, September 30, 2023		338,880,151	$	1,811	$	48,188,008	$	(47,751,486	)	$	438,333

For the Nine Months Ended September 30, 2022

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
Balance, December 31, 2021		297,393,485	$	1,591	$	45,892,545	$	(45,541,170	)	$	352,966
Issuance of common stock pursuant to private placement offering		16,936,666		90		718,110		—			718,200
Fair value of share-based compensation		—		—		627,192		—			627,192
Net loss for the period		—		—		—		(1,323,652	)		(1,323,652	)
Balance, September 30, 2022		314,330,151	$	1,681	$	47,237,847	$	(46,864,822	)	$	374,706

For the Three Months Ended September 30, 2022

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
Balance, June 30, 2022		306,830,151	$	1,641	$	46,869,401	$	(46,494,780	)	$	376,262
Issuance of common stock pursuant to private placement offering		7,500,000		40		224,960		—			225,000
Fair value of share-based compensation		—		—		143,486		—			143,486
Net loss for the period		—		—		—		(370,042	)		(370,042	)
Balance, September 30, 2022		314,330,151	$	1,681	$	47,237,847	$	(46,864,822	)	$	374,706

See Notes to Financial Statements

5 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

 For the Nine Months Ended September 30, 2023 and 2022

	Nine Months ended September 30, 2023			Nine Months ended September 30, 2022
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period	$	(303,007	)	$	(1,323,652	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization – intangible assets		33,452			2,250
Fair value of share-based compensation		—			627,192
Changes in operating assets and liabilities:
Prepaid expenses		—			24,945
Accounts payable and accrued liabilities		(28,968	)		11,765
Net cash used in operating activities		(298,523	)		(657,500	)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of intangible assets		(34,631	)		(74,556	)
Net cash used in investing activities		(34,631	)		(74,556	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		320,000			718,200
Net cash from financing activities		320,000			718,200
Net change in cash		(13,154	)		(13,856	)
Cash, beginning of period		25,550			57,568
Cash, end of period	$	12,396		$	43,712
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

September 30, 2023

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 September 30,2023.  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 changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), 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, 2022, included in the Company’s Annual Report on Form 10-K, filed March 17, 2023, 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

September 30, 2023

 

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 and accounts payable and accrued liabilities, are carried at 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)

Level 1 inputs are used to measure cash. At September 30, 2023, there were no other assets or liabilities subject to additional disclosure.

Income Taxes

The Company accounts for income taxes following the asset 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

September 30, 2023

 

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 September 30, 2023, 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. No amortization is recognized on patent application costs, as amortization of these costs will only commence once the patents have been granted.

Research and Development Costs

Research and development costs are expensed as incurred.

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 (September 30, 2022 – 94,690,000), and 13,300,000 warrants (September 30, 2022 – 14,800,000) were not included in the computation of diluted loss per share at September 30, 2023 for all periods presented because it was anti-dilutive at September 30, 2023 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

September 30, 2023

 

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

September 30, 2023

 

Note 3.   Prepaid Expenses

The following summarizes the Company’s prepaid expenses outstanding as at September 30, 2023 and December 31, 2022:

	September 30,  2023		December 31,   2022
Rental deposit	$	1,050	$	1,050

11 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

Note 4.   Intangible Assets

Intangible asset transactions are summarized as follows:

	Patent Rights		Patent Application Rights		Total
Cost
Balance, December 31, 2021	$	30,000	$	352,171	$	382,171
Additions		—		132,049		132,049
Balance, December 31, 2022	$	30,000	$	484,220	$	514,220
Additions		—		34,631		34,631
Balance, September 30, 2023	$	30,000	$	518,851	$	548,851
Accumulated amortization
Balance, December 31, 2021	$	19,500	$	—	$	19,500
Amortization		3,000		55,450		58,450
Balance, December 31, 2022	$	22,500	$	55,450	$	77,950
Amortization		2,250		31,202		33,452
Balance, September 30, 2023	$	24,750		86,652	$	111,402
Net carrying amounts
December 31, 2022	$	7,500	$	428,770	$	436,270
Balance, September 30, 2023	$	5,250	$	432,199	$	437,449

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 nine month period September 30, 2023, the Company recorded $33,452 (2022 - $2,250) 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 $518,851 in direct costs relating to the Patent Application Rights, $34,631 of which were incurred during nine month period ended September 30, 2023.

12 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

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 September 30, 2023.

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 September 30, 2023, there are 94,290,000 options granted and outstanding under the 2017 Plan.

13 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

Note 5.  Stock Options (cont’d)

Total share-based compensation for stock options granted during the nine-month period ended September 30, 2023 was $Nil (2022 - $627,192)

Stock option transactions are summarized as follows: 

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life
				$		(Years)
Outstanding, December 31, 2021		84,690,000			0.15
Options cancelled		(93,540,000	)		0.14
Options exercised		(400,000	)		0.06
Options granted		103,540,000			0.03
Outstanding, December 31, 2022		94,290,000			0.03		6.00

	Number of Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Life
			$		(Years)
Outstanding, December 31, 2022		94,290,000		0.03
Options cancelled		—		—
Options granted		—		—
Outstanding, September 30, 2023		94,290,000		0.03		5.00

The following non-qualified stock options were outstanding and exercisable at September 30, 2023:

Expiry date	Exercise Price		Number of Options Outstanding		Number of Options Exercisable
	$
October 25, 2026		0.10		500,000		500,000
November 26, 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 September 30, 2023, the aggregate intrinsic value of the Company’s stock options is $ Nil (September 30, 2022 – $Nil ). The weighted average fair value of stock options granted during the nine-month period ended September 30, 2023 is $Nil (2022 - $Nil ).

14 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

Note 6.  Warrants

Warrant transactions for the nine-months ended September 30, 2023 are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
				$
Outstanding, December 31, 2021		12,081,143			0.17
Warrants granted		13,300,000			0.04
Warrants expired		(6,081,143	)		0.09
Warrants cancelled		(6,000,000	)		0.26
Outstanding, December 31, 2022 and September 30, 2023		13,300,000			0.04

The following warrants were outstanding and exercisable as at September 30, 2023:

Number of Warrants		Exercise Price		Expiry Date
	1,000,000	$	0.05	March 15, 2024
	200,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	600,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	500,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	2,000,000		0.05	March 15, 2024
	6,000,000		0.028	December 12, 2028
	13,300,000

15 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

Note 7.  Stockholders’ Equity

The Company is authorized to issue 500,000,000 (December 31, 2022 – 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 September 30, 2023 (September 30, 2022 - $ nil).

During the nine-month period ended September 30, 2023, the Company:

a) Issued 16,000,000 shares of common stock (16,000,000 shares issued at $0.02) as part of a private placement for total proceeds of $320,000.

During the nine-month period ended September 30, 2022, the Company:

a) Issued 7,500,000 shares of common stock (7,500,000 shares issued at $0.03) as part of a private placement for total proceeds of $225,000.

b) Issued 2,136,666 shares  of common stock (2,136,666 shares issued at $0.06) as part of a private placement for total proceeds of $128,200.

c) Issued 7,300,000 units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock $0.05) as part of a private placement for total proceeds of $365,000.

Note 8. Related Party Transactions and Balances

During the nine-month periods ended September 30, 2023 and 2022, 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 $45,000 (September 30, 2022 - $45,000) was paid or accrued to the Company's CFO. During the nine months ended September 30, 2023, the Company reimbursed a company controlled by the CFO a total of $4,500 (September 30, 2022 - $9,450) in office rent.

b) On March 15, 2022, the Company granted 4,750,000 stock options to the Company’s CEO and 500,000 stock options to a Director of the Company, respectively. The 5,250,000 options granted have a term of 8 years and are exercisable at a price of $0.06 per share, expiring on March 14, 2030. The options were cancelled and replaced on December 7, 2022 with options exercisable at $0.028 per share and expiring on December 6, 2028.

c) On March 15, 2022, the Company granted 1,500,000 stock options to the Company’s CFO. The options granted have a term of 8 years and are exercisable at a price of $0.06 per share, expiring on March 14, 2030. The options were cancelled and replaced on December 7, 2022 with options exercisable at $0.028 per share and expiring on December 6, 2028.

d) The Company recognized $nil (2022 - $338,348) in share-based compensation during the period associated with stock options granted to key management personnel

As at September 30, 2023 and September 30, 2022, there were $nil balances owing to related parties.

16 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2023

 

Note 9.  Commitments and Contingency

As at September 30, 2023, 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 September 30, 2023.

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 nine-month period ended September 30, 2023 and 2022, and our financial condition, liquidity and capital resources as of September 30, 2023 and December 31, 2022.  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 includes “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;

18 

• 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, 2022 and our Quarterly Report on Form 10-Q for the period ended September 30, 2023.  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.

In March 2020, the World Health Organization declared coronavirus Covid-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. In January of 2020, Protokinetix signed a master supply agreement with University of Alberta that clears the way for testing of additional patients in the Phase I clinical trials.  The global pandemic halted all work on clinical trials and research testing for most of 2020. Phase I trials were able restart mid-year 2021 but new strains of Covid continue to plague the US and Canada. We cannot accurately predict a completion date of Phase I trials.

We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects. The Company survived the adverse effects of the 2020 Covid outbreak and as at September 30, 2023 continues to carry out operations including raising funds for ongoing research and product development.

19 

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 Nine Months Ended
	September 30,
	2023			2022
EXPENSES
Amortization	$	33,452		$	2,250
General and Administrative		85,018			146,227
Professional Fees		108,581			121,015
Research and Development		75,956			426,968
Share-Based Compensation		—			627,192
Net loss for the period	$	(303,007	)	$	(1,323,652	)

Gross Profit and Expenses

The Company’s net loss was $303,006 for the nine-month period ended September 30, 2023 compared to $1,323,652 for the nine-month period ended September 30, 2022.  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 nine-month period ended September 30, 2022 include:

General and administrative fees dropped by $61,209 from $146,227 to $85,018 primarily as a result of a decrease in spending on social media advertising, and investor relations. Additionally, there are no current year project expenses related to product development and marketing expenses have been significantly reduced.

Professional fees decreased by $10,681 from $121,015 to $108,581 due to decreases in legal and filing fees associated with private placement offering and SEC reporting, as well as the reduction in use of outside consultants.

Research and development expenditures remain lower year over year with a change of $351,012 from $426,968 to $75,956 as the Company pursues research partners for cost sharing and engages institutes with grants available for continued studies on our patented AAGP molecule.

Share-based compensation decreased by $627,192 from $627,192 to $Nil as a result of no further stock options being granted to directors and management of the Company as at September 30,2023.

20 

Liquidity and Capital Resources

The following summarizes our balance sheet at September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
Cash	$	12,396	$	25,550
Working Capital  (deficiency)	$	884	$	(14,930	)

 At September 30, 2023, we had $12,396 in cash and $13,446 in total current assets and a working capital equity position of $884. Based upon our working capital equity as of September 30, 2023, 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 $358,977 from $657,500 to $298,523 for the nine-months ended September 30, 2022, and 2023, respectively. With the year over year change due to a reduction in accounts payable and significantly less research and development for nine-month period ended September 30, 2023.

Net Cash Used in Investing Activities

Net cash used in investing activities was $34,631 for the nine-month period ended September 30, 2023 while the Company had net cash used in investing activities of $74,556 for the comparative period.  Minimal change year-over-year to scheduled maintenance fees on existing international patent portfolio with mid-year fees larger in prior year for the same period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased $238,200 from $718,200 to $320,000 for the nine-months ended September 30, 2022, and 2023, respectively. The decrease of funding from private placements through the first nine months of 2023 reflects the focus on finding financial partners for further research and development. Private placement investment has been narrowed to updates and expansions of existing studies.

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.

21 

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.

Share-Based Compensation

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 nine months ended September 30, 2023.

22 

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 Securities Exchange Act of 1934 (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 September 30, 2023 (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 effective 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 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 nine-months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23 

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, 2022 as filed with the SEC on March 17, 2023 and our Quarterly Report on Form 10-Q for the period ended June 30, 2023 as filed with the SEC on July 14, 2023.

War in the Ukraine may impact the business of the Company and the financial markets in which the Company needs to raise capital.

Political and military events in Ukraine, including the 2022 Russian invasion of Ukraine, as well as ongoing tensions and intermittent warfare between Ukraine may have an adverse impact on our ability to grow our business.

For so long as the hostilities continue and perhaps even thereafter as the situation in Europe unfolds, we may see increased volatility in financial markets and a flight to safety by investors, which may make it more difficult for the Company to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery.

Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community could include an increased number or severity of cyber-attacks from Russia or its allies. We are dependent on information technology systems, and any interruption, breach, or security lapse of those systems could adversely affect our results of operations. For example, the loss of data from any clinical trials could result in delays in research and development, and the loss, corruption, or unauthorized disclosure of our trade secrets, patents, or other proprietary information could compromise the commercial viability of our products. We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats.

All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience cost increases. Although we may take measures to mitigate the effects of inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. 

24 

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

Between July 31, 2023 and August 30, 2023, the Company issued 3,250,000 shares of common stock to accredited investors in a private placement for gross proceeds of $65,000, of which, the Company’s President and CEO, Clarence E. Smith, purchased 1,500,000 shares. Each share of common stock had a purchase price of $0.02 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 Securities Act of 1933, as amended (the “1933 Act”) and/or 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 January 6, 2023, as amended on February 7, 2023, May 25, 2023, and June 16, 2023 and September 7, 2023.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

25 

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)
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.

* Filed herewith.

** Furnished, not filed herewith.

26 

 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: October 18, 2023	PROTOKINETIX, INCORPORATED
	By: /s/ Clarence E. Smith
	Clarence E. Smith
	Chief Executive Officer
	By: /s/ Michael Guzzetta
	Michael Guzzetta
	Chief Financial Officer

27 

EX-31.1

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 September 30, 2023;

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.

October 18, 2023	/s/ Clarence E. Smith
	Name:	Clarence E. Smith
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

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 September 30, 2023;

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.

October 18, 2023	/s/ Mike R. Guzzetta
	Name:	Michael R. Guzzetta
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-32

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 September 30, 2023 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.

October 18, 2023	/s/ Clarence E. Smith
	Name:	Clarence E. Smith
	Title:	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

October 18, 2023	/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.

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Cover - shares	9 Months Ended
	Sep. 30, 2023	Oct. 18, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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		338,880,151

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BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 12,396	$ 25,550
Prepaid expenses (Note 3)	1,050	1,050
Total current assets	13,446	26,600
Intangible assets (Note 4)	437,449	436,270
Total assets	450,895	462,870
Current Liabilities
Accounts payable and accrued liabilities	12,562	41,530
Total liabilities	12,562	41,530
Stockholders’ Equity
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 338,880,151 and 322,880,151 shares issued and outstanding as at September 30, 2023 and December 31, 2022 respectively (Note 7)	1,811	1,726
Additional paid-in capital	48,188,008	47,868,093
Accumulated deficit	(47,751,486)	(47,448,479)
Total stockholders’ equity	438,333	421,340
Total liabilities and stockholders’ equity	$ 450,895	$ 462,870

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BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.0000053	$ 0.0000053
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	338,880,151	322,880,151
Common Stock, Shares Outstanding	338,880,151	322,880,151

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
EXPENSES
Amortization – intangible assets (Note 4)	$ 11,187	$ 750	$ 33,452	$ 2,250
General and administrative	16,539	31,690	85,018	146,227
Professional fees	31,370	33,122	108,581	121,015
Research and development	21,295	160,994	75,956	426,968
Share-based compensation (Notes 5 and 8)		143,486		627,192
Operating Income (Expenses)	(80,391)	(370,042)	(303,007)	(1,323,652)
Net loss for the period	$ (80,391)	$ (370,042)	$ (303,007)	$ (1,323,652)

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STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net loss per common share (basic)	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Net loss per common share (diluted)	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding (basic)	335,630,151	290,989,603	331,075,206	299,244,493
Weighted average number of common shares outstanding (diluted)	335,630,151	290,989,603	331,075,206	299,244,493

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STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 1,591	$ 45,892,545	$ (45,541,170)	$ 352,966
Beginning balance, Shares at Dec. 31, 2021	297,393,485
Issuance of common stock pursuant to private placement offering	$ 90	718,110		718,200
Issuance of common stock pursuant to private placement offering, shares	16,936,666
Fair value of share-based compensation		627,192		627,192
Net loss for the period			(1,323,652)	(1,323,652)
Ending balance, value at Sep. 30, 2022	$ 1,681	47,237,847	(46,864,822)	374,706
Ending balance, Shares at Sep. 30, 2022	314,330,151
Beginning balance, value at Jun. 30, 2022	$ 1,641	46,869,401	(46,494,780)	376,262
Beginning balance, Shares at Jun. 30, 2022	306,830,151
Issuance of common stock pursuant to private placement offering	$ 40	224,960		225,000
Issuance of common stock pursuant to private placement offering, shares	7,500,000
Fair value of share-based compensation		143,486		143,486
Net loss for the period			(370,042)	(370,042)
Ending balance, value at Sep. 30, 2022	$ 1,681	47,237,847	(46,864,822)	374,706
Ending balance, Shares at Sep. 30, 2022	314,330,151
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	$ 85	319,915		320,000
Issuance of common stock pursuant to private placement offering, shares	16,000,000
Net loss for the period			(303,007)	(303,007)
Ending balance, value at Sep. 30, 2023	$ 1,811	48,188,008	(47,751,486)	438,333
Ending balance, Shares at Sep. 30, 2023	338,880,151
Beginning balance, value at Jun. 30, 2023	$ 1,795	48,123,024	(47,671,094)	453,725
Beginning balance, Shares at Jun. 30, 2023	335,630,151
Issuance of common stock pursuant to private placement offering	$ 16	64,984		65,000
Issuance of common stock pursuant to private placement offering, shares	3,250,000
Net loss for the period			(80,392)	(80,392)
Ending balance, value at Sep. 30, 2023	$ 1,811	$ 48,188,008	$ (47,751,486)	$ 438,333
Ending balance, Shares at Sep. 30, 2023	338,880,151

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period	$ (303,007)	$ (1,323,652)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization – intangible assets	33,452	2,250
Fair value of share-based compensation		627,192
Changes in operating assets and liabilities:
Prepaid expenses		24,945
Accounts payable and accrued liabilities	(28,968)	11,765
Net cash used in operating activities	(298,523)	(657,500)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of intangible assets	(34,631)	(74,556)
Net cash used in investing activities	(34,631)	(74,556)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash	320,000	718,200
Net cash from financing activities	320,000	718,200
Net change in cash	(13,154)	(13,856)
Cash, beginning of period	25,550	57,568
Cash, end of period	12,396	43,712
Cash paid for interest
Cash paid for income taxes

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Basis of Presentation – Going Concern Uncertainties

9 Months Ended

Sep. 30, 2023

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 September 30,2023.  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 changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), 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.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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, 2022, included in the Company’s Annual Report on Form 10-K, filed March 17, 2023, 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 and accounts payable and accrued liabilities, are carried at 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)

Level 1 inputs are used to measure cash. At September 30, 2023, there were no other assets or liabilities subject to additional disclosure.

Income Taxes

The Company accounts for income taxes following the asset 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 September 30, 2023, 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. No amortization is recognized on patent application costs, as amortization of these costs will only commence once the patents have been granted.

Research and Development Costs

Research and development costs are expensed as incurred.

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 (September 30, 2022 – 94,690,000), and 13,300,000 warrants (September 30, 2022 – 14,800,000) were not included in the computation of diluted loss per share at September 30, 2023 for all periods presented because it was anti-dilutive at September 30, 2023 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.

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Prepaid Expenses

9 Months Ended

Sep. 30, 2023

Prepaid Expenses

Prepaid Expenses

Note 3.   Prepaid Expenses

The following summarizes the Company’s prepaid expenses outstanding as at September 30, 2023 and December 31, 2022:

	September 30,  2023		December 31,   2022
Rental deposit	$	1,050	$	1,050

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Intangible Assets

9 Months Ended

Sep. 30, 2023

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, 2021	$	30,000	$	352,171	$	382,171
Additions		—		132,049		132,049
Balance, December 31, 2022	$	30,000	$	484,220	$	514,220
Additions		—		34,631		34,631
Balance, September 30, 2023	$	30,000	$	518,851	$	548,851
Accumulated amortization
Balance, December 31, 2021	$	19,500	$	—	$	19,500
Amortization		3,000		55,450		58,450
Balance, December 31, 2022	$	22,500	$	55,450	$	77,950
Amortization		2,250		31,202		33,452
Balance, September 30, 2023	$	24,750		86,652	$	111,402
Net carrying amounts
December 31, 2022	$	7,500	$	428,770	$	436,270
Balance, September 30, 2023	$	5,250	$	432,199	$	437,449

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 nine month period September 30, 2023, the Company recorded $33,452 (2022 - $2,250) 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 $518,851 in direct costs relating to the Patent Application Rights, $34,631 of which were incurred during nine month period ended September 30, 2023.

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 September 30, 2023.

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Stock Options

9 Months Ended

Sep. 30, 2023

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 September 30, 2023, there are 94,290,000 options granted and outstanding under the 2017 Plan.

Total share-based compensation for stock options granted during the nine-month period ended September 30, 2023 was $Nil (2022 - $627,192)

Stock option transactions are summarized as follows: 

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life
				$		(Years)
Outstanding, December 31, 2021		84,690,000			0.15
Options cancelled		(93,540,000	)		0.14
Options exercised		(400,000	)		0.06
Options granted		103,540,000			0.03
Outstanding, December 31, 2022		94,290,000			0.03		6.00

	Number of Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Life
			$		(Years)
Outstanding, December 31, 2022		94,290,000		0.03
Options cancelled		—		—
Options granted		—		—
Outstanding, September 30, 2023		94,290,000		0.03		5.00

The following non-qualified stock options were outstanding and exercisable at September 30, 2023:

Expiry date	Exercise Price		Number of Options Outstanding		Number of Options Exercisable
	$
October 25, 2026		0.10		500,000		500,000
November 26, 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 September 30, 2023, the aggregate intrinsic value of the Company’s stock options is $ Nil (September 30, 2022 – $Nil ). The weighted average fair value of stock options granted during the nine-month period ended September 30, 2023 is $Nil (2022 - $Nil ).

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Warrants

9 Months Ended

Sep. 30, 2023

Warrants

Warrants

Note 6.  Warrants

Warrant transactions for the nine-months ended September 30, 2023 are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
				$
Outstanding, December 31, 2021		12,081,143			0.17
Warrants granted		13,300,000			0.04
Warrants expired		(6,081,143	)		0.09
Warrants cancelled		(6,000,000	)		0.26
Outstanding, December 31, 2022 and September 30, 2023		13,300,000			0.04

The following warrants were outstanding and exercisable as at September 30, 2023:

Number of Warrants		Exercise Price		Expiry Date
	1,000,000	$	0.05	March 15, 2024
	200,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	600,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	500,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	2,000,000		0.05	March 15, 2024
	6,000,000		0.028	December 12, 2028
	13,300,000

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Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 7.  Stockholders’ Equity

The Company is authorized to issue 500,000,000 (December 31, 2022 – 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 September 30, 2023 (September 30, 2022 - $ nil).

During the nine-month period ended September 30, 2023, the Company:

a) Issued 16,000,000 shares of common stock (16,000,000 shares issued at $0.02) as part of a private placement for total proceeds of $320,000.

During the nine-month period ended September 30, 2022, the Company:

a) Issued 7,500,000 shares of common stock (7,500,000 shares issued at $0.03) as part of a private placement for total proceeds of $225,000.

b) Issued 2,136,666 shares  of common stock (2,136,666 shares issued at $0.06) as part of a private placement for total proceeds of $128,200.

c) Issued 7,300,000 units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock $0.05) as part of a private placement for total proceeds of $365,000.

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Related Party Transactions and Balances

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions and Balances

Note 8. Related Party Transactions and Balances

During the nine-month periods ended September 30, 2023 and 2022, 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 $45,000 (September 30, 2022 - $45,000) was paid or accrued to the Company's CFO. During the nine months ended September 30, 2023, the Company reimbursed a company controlled by the CFO a total of $4,500 (September 30, 2022 - $9,450) in office rent.

b) On March 15, 2022, the Company granted 4,750,000 stock options to the Company’s CEO and 500,000 stock options to a Director of the Company, respectively. The 5,250,000 options granted have a term of 8 years and are exercisable at a price of $0.06 per share, expiring on March 14, 2030. The options were cancelled and replaced on December 7, 2022 with options exercisable at $0.028 per share and expiring on December 6, 2028.

c) On March 15, 2022, the Company granted 1,500,000 stock options to the Company’s CFO. The options granted have a term of 8 years and are exercisable at a price of $0.06 per share, expiring on March 14, 2030. The options were cancelled and replaced on December 7, 2022 with options exercisable at $0.028 per share and expiring on December 6, 2028.

d) The Company recognized $nil (2022 - $338,348) in share-based compensation during the period associated with stock options granted to key management personnel

As at September 30, 2023 and September 30, 2022, there were $nil balances owing to related parties.

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Commitments and Contingency

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingency

Note 9.  Commitments and Contingency

As at September 30, 2023, 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 September 30, 2023.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

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, 2022, included in the Company’s Annual Report on Form 10-K, filed March 17, 2023, 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 and accounts payable and accrued liabilities, are carried at 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)

Level 1 inputs are used to measure cash. At September 30, 2023, there were no other assets or liabilities subject to additional disclosure.

Income Taxes

Income Taxes

The Company accounts for income taxes following the asset 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 September 30, 2023, 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. No amortization is recognized on patent application costs, as amortization of these costs will only commence once the patents have been granted.

Research and Development Costs

Research and Development Costs

Research and development costs are expensed as incurred.

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 (September 30, 2022 – 94,690,000), and 13,300,000 warrants (September 30, 2022 – 14,800,000) were not included in the computation of diluted loss per share at September 30, 2023 for all periods presented because it was anti-dilutive at September 30, 2023 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.

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Prepaid Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid Expenses

Schedule of prepaid expenses

	September 30,  2023		December 31,   2022
Rental deposit	$	1,050	$	1,050

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible asset transactions

	Patent Rights		Patent Application Rights		Total
Cost
Balance, December 31, 2021	$	30,000	$	352,171	$	382,171
Additions		—		132,049		132,049
Balance, December 31, 2022	$	30,000	$	484,220	$	514,220
Additions		—		34,631		34,631
Balance, September 30, 2023	$	30,000	$	518,851	$	548,851
Accumulated amortization
Balance, December 31, 2021	$	19,500	$	—	$	19,500
Amortization		3,000		55,450		58,450
Balance, December 31, 2022	$	22,500	$	55,450	$	77,950
Amortization		2,250		31,202		33,452
Balance, September 30, 2023	$	24,750		86,652	$	111,402
Net carrying amounts
December 31, 2022	$	7,500	$	428,770	$	436,270
Balance, September 30, 2023	$	5,250	$	432,199	$	437,449

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Stock Options (Tables)

9 Months Ended

Sep. 30, 2023

Stock Options

Schedule of share-based compensation, stock options activity

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life
				$		(Years)
Outstanding, December 31, 2021		84,690,000			0.15
Options cancelled		(93,540,000	)		0.14
Options exercised		(400,000	)		0.06
Options granted		103,540,000			0.03
Outstanding, December 31, 2022		94,290,000			0.03		6.00

	Number of Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Life
			$		(Years)
Outstanding, December 31, 2022		94,290,000		0.03
Options cancelled		—		—
Options granted		—		—
Outstanding, September 30, 2023		94,290,000		0.03		5.00

Schedule of options by exercise price

Expiry date	Exercise Price		Number of Options Outstanding		Number of Options Exercisable
	$
October 25, 2026		0.10		500,000		500,000
November 26, 2026		0.10		250,000		250,000
December 6, 2028		0.028		93,540,000		93,540,000
				94,290,000		94,290,000

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Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Warrants

Schedule of warrant transactions

	Number of Warrants			Weighted Average Exercise Price
				$
Outstanding, December 31, 2021		12,081,143			0.17
Warrants granted		13,300,000			0.04
Warrants expired		(6,081,143	)		0.09
Warrants cancelled		(6,000,000	)		0.26
Outstanding, December 31, 2022 and September 30, 2023		13,300,000			0.04

Schedule of outstanding and exercisable

Number of Warrants		Exercise Price		Expiry Date
	1,000,000	$	0.05	March 15, 2024
	200,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	600,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	500,000		0.05	March 15, 2024
	1,000,000		0.05	March 15, 2024
	2,000,000		0.05	March 15, 2024
	6,000,000		0.028	December 12, 2028
	13,300,000

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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

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Summary of Significant Accounting Policies (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Antidilutive shares	13,300,000	14,800,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Antidilutive shares	94,290,000	94,690,000

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Prepaid Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expenses
Rental deposit	$ 1,050	$ 1,050

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Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost of beginning balance	$ 514,220	$ 382,171
Additions	34,631	132,049
Cost of ending balance	548,851	514,220
Accumulated amortization of beginning balance	77,950	19,500
Amortization	33,452	58,450
Accumulated amortization ofending balance	111,402	77,950
Net carrying amounts	437,449	436,270
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Cost of beginning balance	30,000	30,000
Additions
Cost of ending balance	30,000	30,000
Accumulated amortization of beginning balance	22,500	19,500
Amortization	2,250	3,000
Accumulated amortization ofending balance	24,750	22,500
Net carrying amounts	5,250	7,500
Patent Application Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Cost of beginning balance	484,220	352,171
Additions	34,631	132,049
Cost of ending balance	518,851	484,220
Accumulated amortization of beginning balance	55,450
Amortization	31,202	55,450
Accumulated amortization ofending balance	86,652	55,450
Net carrying amounts	$ 432,199	$ 428,770

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Intangible Assets (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 34,631	$ 74,556
Amortization of intangible assets	$ 11,187	$ 750	$ 33,452	$ 2,250
Additional patent applications						$ 10,000
Warrant issued						6,000,000
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful lives	18 years 6 months		18 years 6 months
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful lives	20 years		20 years
Patent Application Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets						$ 30,000
Direct operating costs					$ 2,415

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Stock Options (Details) - Equity Option [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, beginning	94,290,000	84,690,000
Weighted Average Exercise Price Beginning Balance	$ 0.03	$ 0.15
Options cancelled		(93,540,000)
Weighted Average Exercise Price, cancelled		$ 0.14
Options exercised		(400,000)
Weighted Average Exercise Price, exercised		$ 0.06
Option granted		103,540,000
Weighted Average Exercise Price, granted		$ 0.03
Outstanding, ending	94,290,000	94,290,000
Weighted Average Exercise Price Ending Balance	$ 0.03	$ 0.03
Weighted Average Remaining Life	5 years	6 years

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Stock Options (Details 1)	Sep. 30, 2023 $ / 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 25, 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 26, 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

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Stock Options (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation for stock options granted	$ 143,486		$ 627,192
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted		94,290,000
Share-based compensation for stock options granted		$ 0	627,192
Intrinsic value	$ 0	$ 0	$ 0
Weighted average fair value of stock options granted		$ 0	$ 0

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Warrants (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning	12,081,143
Warrants weighted average exercise price, beginning	$ 0.17
Warrants granted	13,300,000
Warrants weighted average exercise price, granted	$ 0.04
Warrants expired	(6,081,143)
Warrants weighted average exercise price, expired	$ 0.09
Warrants cancelled	(6,000,000)
Warrants weighted average exercise price, cancelled	$ 0.26
Warrants outstanding, ending	13,300,000
Outstanding warrants	13,300,000	13,300,000
Warrants weighted average exercise price, ending	$ 0.04
Warrants weighted average exercise price	$ 0.04	$ 0.04

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Warrants (Details 1)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	13,300,000
Warrant 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	1,000,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	200,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	1,000,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	600,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 5 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	1,000,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 6 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	500,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 7 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	1,000,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 8 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	2,000,000
Exercise Price | $ / shares	$ 0.05
Expiry Date	March 15, 2024
Warrant 9 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants	6,000,000
Exercise Price | $ / shares	$ 0.028
Expiry Date	December 12, 2028

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Stockholders’ Equity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock shares authorized	500,000,000		500,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0000053		$ 0.0000053
Dividends declared	$ 0	$ 0
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	16,000,000	7,500,000
Share Price	$ 0.02	$ 0.03
Total proceeds	$ 320,000	$ 225,000
Private Placement 1 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		2,136,666
Share Price		$ 0.06
Total proceeds		$ 128,200
Private Placement 2 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		7,300,000
Share Price		$ 0.05
Total proceeds		$ 365,000

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Related Party Transactions and Balances (Details Narrative) - USD ($)			9 Months Ended
	Dec. 07, 2022	Mar. 15, 2022	Sep. 30, 2023	Sep. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Warrant granted		5,250,000
Expected term		8 years
Exercisable price		$ 0.06
Option expiration date	Dec. 06, 2028	Mar. 14, 2030
Option exercisable	$ 0.028
Due to related parties, current			$ 0	$ 0
Equity Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Share-based compensation during the period			0	338,348
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Related party transaction, amounts of transaction			45,000	45,000
Due from officers and stockholders			$ 4,500	$ 9,450
Warrant granted		1,500,000
Expected term		8 years
Exercisable price		$ 0.06
Option expiration date	Dec. 06, 2028	Mar. 14, 2030
Option exercisable	$ 0.028
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Warrant granted		4,750,000
Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Warrant granted		500,000

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Commitments and Contingency (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Apr. 02, 2019	Jan. 02, 2017	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Research and development expense			$ 21,295	$ 160,994	$ 75,956	$ 426,968
Consultant [Member]
Defined Benefit Plan Disclosure [Line Items]
Research and development expense		$ 7,000
Travel expenses	$ 1,500