What changed in this filing

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Item 9A. Controls and Procedures

2023-03-17 compared with 2022-03-10 · 872 added, 973 removed, 310 unchanged (86% of the section changed)

AND PROCEDURES

Disclosure Controls

and Procedures

Disclosure controls

and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated

to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

Our management, under

the direction of our Chief Executive Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal

accounting officer) has evaluated the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b)

as of December 31, 2021 (the end of the period covered by this report).

Based on that evaluation, our principal executive officer and

our principal accounting officer concluded that these disclosure controls and procedures are not effective to provide reasonable assurance

that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and

communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding

required disclosure and are not effective to provide reasonable assurance that such information is recorded, processed, summarized and

reported within the time periods specified by the SEC’s rules and forms.

The Company, including

its Chief Executive Officer and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect

all error and all fraud.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

Annual Report on Internal Control Over Financial Reporting

In accordance with

Item 308 of SEC Regulation S-K, management is required to provide an annual report regarding internal controls over our financial reporting.

This report, which includes management’s assessment of the effectiveness of our internal controls over financial reporting, is

Inasmuch as the Company is neither an accelerated filer nor a large accelerated filer, the Company is not obligated to provide

an attestation report on the Company’s internal control over financial reporting by the Company’s registered public accounting

Internal Control

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and

other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934

Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to management, including our principal

executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the direction of our Chief Executive

Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated

the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of December 31, 2022 (the end of

the period covered by this report).

Based on that evaluation, our principal executive officer and our principal accounting officer concluded

that these disclosure controls and procedures are not effective to provide reasonable assurance that information required to be disclosed

by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the

Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are not effective

to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified

by the SEC’s rules and forms.

The Company, including its Chief Executive Officer

and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

Management’s Annual Report on Internal Control

Over Financial Reporting

Our management is also

responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules

13a-15(f) and 15d-15(f) under the 1934 Act.

Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

are expected to include those policies and procedures that management believes are necessary that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management

and our directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

Management recognizes

that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal

control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements.

In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions

or due to deterioration in the degree of compliance with our established policies and procedures.

As of December 31,

2021, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the

effectiveness of the Company’s ICFR based on the framework set forth in Internal Control--Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller

reporting companies and non-accelerated filers.

Based on that assessment, management (with the participation of the Chief Executive Officer

and the Chief Financial Officer) concluded that, during the period covered by this report, such internal controls and procedures were

not effective as of December 31, 2021.

Material Weaknesses

In connection with

the preparation of our financial statements for the year ended December 31, 2021, certain significant deficiencies in internal control

became evident to management that, in the aggregate, represent material weaknesses, which include the following:

Insufficient segregation

of duties in our finance and accounting functions due to limited personnel.

During the year ended December 31, 2021, we used outside

services to perform all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting

records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.

This creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets,

calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

These control

deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

Insufficient corporate

governance policies.

Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate

governance activities and processes are not always formally documented.

Specifically, decisions made by our Board of Directors

to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings

regarding key decisions affecting our operations and management.

Plan for Remediation

of Material Weaknesses

We intend to take appropriate

and reasonable steps to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement

This Annual Report

does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report is not subject to attestation by our registered public accounting firm.

There was no change in our internal control

over financial reporting that occurred during the year ended December 31, 2020, that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

In accordance with Item 308 of SEC Regulation S-K,

management is required to provide an annual report regarding internal controls over our financial reporting.

This report, which includes

management’s assessment of the effectiveness of our internal controls over financial reporting, is found below.

Inasmuch as the

Company is neither an accelerated filer nor a large accelerated filer, the Company is not obligated to provide an attestation report on

the Company’s internal control over financial reporting by the Company’s registered public accounting firm.

Internal Control Over Financial Reporting

Our management is also responsible for establishing

and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under

the 1934 Act.

Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with U.S.

Our ICFR are expected to include those

policies and procedures that management believes are necessary that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management and our directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations

in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance

with respect of financial statement preparation and may not prevent or detect misstatements.

In addition, effective internal control at

a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance

with our established policies and procedures.

As of December 31, 2022, management (with the participation

of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the effectiveness of the Company’s ICFR

based on the framework set forth in Internal Control--Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.

Based on that assessment, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) concluded

that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2021.

Material Weaknesses Identified

In connection with the preparation of our financial

statements for the year ended December 31, 2022, certain significant deficiencies in internal control became evident to management that,

in the aggregate, represent material weaknesses, which include the following:

Insufficient segregation of duties in our finance

and accounting functions due to limited personnel.

During the year ended December 31, 2021, we used outside services to perform

all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems,

the ability to post and record journal entries and responsibility for the preparation of the financial statements.

a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations,

or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

These control deficiencies

could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

Insufficient corporate governance policies.

Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes

are not always formally documented.

Specifically, decisions made by our Board of Directors to be carried out by management should

be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our

operations and management.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps

to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement them.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report is

not subject to attestation by our registered public accounting firm.

There was no change in our internal control over financial

reporting that occurred during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION

Between January 3,

2022 and February 8, 2022, the Company issued 2,136,666 shares of common stock to accredited investors in a private placement for gross

proceeds of $128,200.

No solicitation was used in the offering.

The Company relied on the exemption from registration available under

Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer

not involving any public offering.

No commissions were paid in connection with these issuances of securities.

10, 2021 a Form D was filed.

On December 28, 2021 a Form D was filed and an amended Form D was filed on January 12, 2022.

On February 11, 2022, the Company held its

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for the 2022 fiscal year.

DIRECTORS, EXECUTIVE

OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

As of March 5, 2021, the Company’s

current officers and directors consist of the following persons:

Chief Executive Officer, President

Financial Officer

was appointed President and Chief Executive Officer for the Company on February 19, 2015 and was previously appointed a member of

the Board of Directors of the Company on June 1, 2014.

Between January 20, 2023 and February 11,

2023, the Company issued 4,000,000 shares of common stock to accredited investors in a private placement for gross proceeds of $80,000,

of which Clarence Smith purchased 2,000,000 shares of common stock.

Each share of common stock had a purchase price of $0.02.

No solicitation

was used in the offering.

The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule

506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.

No commissions were paid in connection with these issuances of securities.

The Company filed a Form D with the SEC on January 6,

2023 and filed an amended Form D on February 7, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE

As of March 17, 2023, the Company’s current officers and directors

consist of the following persons:

Year Appointed

Chairman, Chief Executive Officer, President

February 2015

Michael R Guzzetta

Chief Financial Officer

November 2017

Smith was appointed President and

Chief Executive Officer for the Company on February 19, 2015 and was previously appointed a member of the Board of Directors of the Company

on June 1, 2014.

Prior to joining the Company as President and CEO, Mr.

Smith served and

continues to serve as managing member of Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating

oil and gas wells and Smith Equipment Company, a privately held company that leases out construction equipment.

started Arvilla Well Service in West Virginia which provided construction services to oil and gas companies in the Appalachian Basin.

After merging Arvilla Well Service into Arvilla Pipeline Construction Co., Inc., Mr.

Smith served and continues to serve as managing member of

Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating oil and gas wells and Smith Equipment Company,

a privately held company that leases out construction equipment.

Smith started Arvilla Well Service in West Virginia

which provided construction services to oil and gas companies in the Appalachian Basin.

After merging Arvilla Well Service into

Arvilla Pipeline Construction Co., Inc., Mr.

Smith sold the company in 2008.

also purchased Arrow Oilfield Services in 2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged with Trans Energy,

a publicly traded company in 2004.

Smith also purchased Arrow Oilfield Services in

2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged with Trans Energy, a publicly traded company in 2004.

Smith served as Chairman of the Board and CEO of Trans Energy, Inc.

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Smith graduated from St.

Marys High School in West Virginia in 1981.

was appointed Chief Financial Officer of the Company on November 14, 2017.

Guzzetta is a Certified Public Accountant with

a practice located in Central & Northeast Ohio providing services including business and individual taxation, non-profit accounting,

corporate policy and procedure development, business organization and consulting.

Prior to opening his practice, he spent 20 years

in corporate management in the communications and energy industries.

School in West Virginia in 1981.

Guzzetta was appointed Chief Financial

Officer of the Company on November 14, 2017.

Guzzetta is a Certified Public Accountant with a practice located in Central &

Northeast Ohio providing services including business and individual taxation, non-profit accounting, corporate policy and procedure development,

business organization and consulting.

Prior to opening his practice, he spent 20 years in corporate management in the communications

and energy industries.

Between 2014 and 2015, Mr.

Guzzetta served as Treasurer and

principal financial officer of Trans Energy Inc., a publicly traded energy company, where his responsibilities included corporate banking,

risk management, maintaining fiscal control, budgeting, taxation and SEC reporting.

His prior positions include Midwest Region

Business Manager for a Fortune 100 company and Controller for an energy marketing company.

Guzzetta also served as an Adjunct

Professor at Stark State College and taught courses in accounting, finance, business management, and economics.

He is a graduate

of Walsh University where he graduated Magna Cum Laude with a BA in Accounting.

He earned his MBA from Capital University in Columbus,

Guzzetta has been a past member of both the Ohio Society of Certified Public Accountants and the American Institute of

Certified Public Accountants.

He has served on the boards of the Canton Ballet, the ALS CARE Project and the Finance Committee

of Stark County Board of Developmental Disabilities.

was appointed as a member of the Board of Directors of the Company on July 1, 2015.

In addition to serving as a director of

the Company, Mr.

McDonough is a managing shareholder and President of McDonough, Eddy, Parsons & Baylous, A.C., a certified public

accountant firm in Parkersburg, West Virginia since 1985.

The firm originated in the early 1950s, employs 15 professional certified

public accountants and accountants, and serves as certified public accountants for approximately 400 private corporations, firms, and

individuals in various commercial, business, professional, and industrial fields.

McDonough became a Certified Public Accountant

in 1978, a Certified Valuation Analyst in 1996, and a Chartered Global Management Accountant in 2012.

Guzzetta served as Treasurer and principal financial officer of Trans Energy Inc.,

a publicly traded energy company, where his responsibilities included corporate banking, risk management, maintaining fiscal control,

budgeting, taxation and SEC reporting.

His prior positions include Midwest Region Business Manager for a Fortune 100 company and

Controller for an energy marketing company.

Guzzetta also served as an Adjunct Professor at Stark State College and taught courses

in accounting, finance, business management, and economics.

He is a graduate of Walsh University where he graduated Magna Cum Laude

with a BA in Accounting.

He earned his MBA from Capital University in Columbus, Ohio.

Guzzetta has been a past member

of both the Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

He has served

on the boards of the Canton Ballet, the ALS CARE Project and the Finance Committee of Stark County Board of Developmental Disabilities.

McDonough was appointed as a member

of the Board of Directors of the Company on July 1, 2015.

In addition to serving as a director of the Company, Mr.

a managing shareholder and President of McDonough, Eddy, Parsons & Baylous, A.C., a certified public accountant firm in Parkersburg,

West Virginia since 1985.

The firm originated in the early 1950s, employs 15 professional certified public accountants and accountants,

and serves as certified public accountants for approximately 400 private corporations, firms, and individuals in various commercial, business,

professional, and industrial fields.

McDonough became a Certified Public Accountant in 1978, a Certified Valuation Analyst in

1996, and a Chartered Global Management Accountant in 2012.

Since 1986, Mr.

has served as a Director and Chairman of the Board of Community Bank of Parkersburg, held by Community Bankshares, Inc.

a Member of the American Institute of Certified Public Accountants (AICPA), has served as a Past President and Member of the West Virginia

Board of Accountancy, is a Life Member, Past Director and Past President of the West Virginia Society of Certified Public Accountants

and is a Member and Past President of the Parkersburg Chapter of the West Virginia Society of CPAs.

McDonough acquired his

Bachelor of Science in Business Administration with a Major in Accounting at West Virginia University in Morgantown, West Virginia in

McDonough has served as a Director and Chairman of the

Board of Community Bank of Parkersburg, held by Community Bankshares, Inc.

He is also a Member of the American Institute of Certified

Public Accountants (AICPA), has served as a Past President and Member of the West Virginia Board of Accountancy, is a Life Member, Past

Director and Past President of the West Virginia Society of Certified Public Accountants and is a Member and Past President of the Parkersburg

Chapter of the West Virginia Society of CPAs.

McDonough acquired his Bachelor of Science in Business Administration with a Major

in Accounting at West Virginia University in Morgantown, West Virginia in 1973.

Family Relationships

There are no family

relationships among any of our executive officers and directors.

There are no family relationships among any of our

executive officers and directors.

Term of Office

Each director shall

hold office until the next annual meeting of stockholders or until his successor shall have been elected and qualified, or until there

is a decrease in the number of directors.

Involvement in Legal

See Item 3—Legal

Each director shall hold office until the next annual

meeting of stockholders or until his successor shall have been elected and qualified, or until there is a decrease in the number of directors.

Involvement in Legal Proceedings

See Item 3—Legal Proceedings.

Corporate Governance

Code of Ethics

On July 8, 2019, the

Board adopted a new Code of Business Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its

entirety the Company’s prior code of ethics.

The Code of Ethics applies to all directors, officers, employees and consultants of

the Company and amends and restates the Company’s prior code of ethics to update certain provisions for business and regulatory

developments and to provide additional guidance and greater detail on certain issues such as conflicts of interest, reporting illegal

or unethical behavior, confidentiality and use of the Company’s assets, and hedging of Company securities.

The Board also approved

an insider trading policy, related party transactions policy, and policy on trading blackout periods, benefit plans and SEC reporting.

Committees of

the Board of Directors

The Company does not

currently have a separately designated audit committee.

Instead, the Board of Directors as a whole acts as the Company’s

On July 8, 2019, the Board adopted a new Code of Business

Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its entirety the Company’s prior code

The Code of Ethics applies to all directors, officers, employees and consultants of the Company and amends and restates the

Company’s prior code of ethics to update certain provisions for business and regulatory developments and to provide additional guidance

and greater detail on certain issues such as conflicts of interest, reporting illegal or unethical behavior, confidentiality and use of

the Company’s assets, and hedging of Company securities.

The Board also approved an insider trading policy, related party transactions

policy, and policy on trading blackout periods, benefit plans and SEC reporting.

Committees of the Board of Directors

The Company does not currently have a separately designated

audit committee.

Consequently, the Company does not currently have a designated audit committee financial expert.

The Company also does

not have a separately designated compensation committee.

To date, the Company has not retained an independent compensation advisor to

assist the Company review and analyze the structure and terms of the Company’s executive officers.

Instead, the Board of Directors as a whole acts as the Company’s audit committee.

Consequently,

the Company does not currently have a designated audit committee financial expert.

The Company also does not have a separately designated

compensation committee.

To date, the Company has not retained an independent compensation advisor to assist the Company review and analyze

the structure and terms of the Company’s executive officers.

Independent Directors

The Board of Directors

has determined that Mr.

McDonough is the only independent member of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).

Scientific Advisory Board

Our Business and Scientific

Advisory Board exists to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical

industry are particularly valuable for the expansion and commercialization of AAGP ® applications.

The members on

the board are:

The Board of Directors has determined that Mr.

is the only independent member of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).

Business and Scientific Advisory Board

Our Business and Scientific Advisory Board exists

to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical industry are particularly

valuable for the expansion and commercialization of AAGP ® applications.

The members on the board are:

Julia Levy, PhD, Chairman, Business and Scientific Advisory Board.

Levy is a founder, former President and former Chief

Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading

cause of blindness among the elderly.

Levy is a founder, former President and former Chief Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading cause of blindness among the elderly.

She has received numerous awards and honorary degrees.

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Peter Jensen, former director of the Company.

Delinquent Section

16(a) Reports

Section 16(a) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers

and holders of more than 10% of the Company’s common stock to file with the Securities and Exchange Commission initial reports

of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge,

based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and

stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended

December 31, 2020 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable

to them except that:

Guzzetta filed two Forms 4 late representing eight transactions not reported on a timely basis, and Mr.

filed two Forms 4 late representing three transactions not reported on a timely basis.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10% of

the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes

in ownership of common stock and other equity securities of the Company.

To our knowledge, based solely on a review of copies of

Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and stockholder reports from our transfer

agent and written representations that no other reports were required, during the fiscal year ended December 31, 2022 our officers, directors

and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that:

Smith filed four

Forms 4 late representing eight transactions not reported on a timely basis.

EXECUTIVE COMPENSATION

The following table summarizes the annual

compensation paid to ProtoKinetix’s named executive officers for the two years ended December 31, 2021 and 2020:

Summary Compensation

Table for Executive Officers

The following table summarizes the annual compensation paid to ProtoKinetix’s

named executive officers for the two years ended December 31, 2022 and 2021:

Summary Compensation Table for Executive Officers

and Principal Position

Financial Officer

Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial

statement reporting purposes, using the Black-Scholes option pricing model.

Assumptions used in the calculation of these amounts

are included in the Company’s consolidated financial statements.

Refer to the Outstanding Equity Awards at Fiscal Year End

schedule regarding option details on an award-by-award basis.

President & CEO

Chief Financial Officer

(1) Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model.

Assumptions used in the calculation of these amounts are included in the Company’s consolidated financial statements.

Refer to the Outstanding Equity Awards at Fiscal Year End schedule regarding option details on an award-by-award basis.

Consulting Agreements

have entered into consulting agreements with certain Company officers as set forth below.

We have entered into consulting

agreements with certain Company officers as set forth below.

Smith is Chief Executive Officer and President of the Company.

He entered into a consulting agreement

with the Company dated December 30, 2016 (effective January 1, 2017) (the “2017 Smith Agreement”).

The 2017 Smith Agreement

provides for a one-year term through December 31, 2017 and for an annual salary of $1.00.

Smith is entitled to receive a bonus

payment equal to 2.5% of the aggregate value of any application sale or license of any patent rights or products effected during the

term of the 2017 Smith Agreement.

Smith is also entitled

to a termination fee if the agreement is terminated for the following two reasons:

termination without cause:

Smith is terminated without cause he will be entitled to a termination fee of $100,000 per

year of service (including the pro-rata amount for partial years of service);

termination upon a change of control event:

Following a change of control event he will be entitled to a termination fee equal

to $100,000 per year of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction

value of the change of control.

He entered into a consulting agreement with the Company

dated December 30, 2016 (effective January 1, 2017) (the “2017 Smith Agreement”).

The 2017 Smith Agreement provides for a one-year term

through December 31, 2017 and for an annual salary of $1.00.

Smith is entitled to receive a bonus payment equal to 2.5% of the

aggregate value of any application sale or license of any patent rights or products effected during the term of the 2017 Smith Agreement.

Smith is also entitled to a termination fee if

the agreement is terminated for the following two reasons:

A termination without cause:

Smith is terminated without cause he will be entitled to a termination fee of $100,000 per year of service (including the pro-rata amount for partial years of service);

A termination upon a change of control event:

Following a change of control event he will be entitled to a termination fee equal to $100,000 per year of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction value of the change of control.

On September 1, 2017, Mr.

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2017 Smith Agreement, unless either party gives written notice to the other party at least 30 days prior to the end of such calendar year.

On August 4, 2021, in connection with Mr.

On December 7, 2022, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 32,350,000 stock options previously issued

Smith pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various exercise prices between $0.09 and $0.26

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

In addition, the Company granted Mr.

Smith an option to purchase 2,600,000 shares of common stock under the Amended 2017 Plan

with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting schedule of the options shall

immediately accelerate so that the options are fully vested and available for exercise by Mr.

Smith pursuant to the Company’s Amended 2017 Plan between 2021 to 2022 at exercise prices between $0.06 and $0.11 per share.

The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share, expiring

on December 6, 2028.

Please refer to “Outstanding Equity

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In 2021, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed $12,600 for office rent of $1,050 monthly.

On August 4, 2021, in connection with Mr.

On December 7, 2022, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 13,260,000 stock options previously issued

Guzzetta pursuant to the Company’s Amended 2017 Plan between 2018 to 2021 at various exercise prices between $0.06 and $0.11

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

In addition, the Company granted Mr.

Guzzetta an option to purchase 260,000 shares of common stock under the Amended 2017 Plan

with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting schedule of the options shall

immediately accelerate so that the options are fully vested and available for exercise by Mr.

The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share,

expiring on December 6, 2028.

Please refer to “Outstanding Equity

1 unchanged sentence

Guzzetta during 2022.

Outstanding Equity

Awards at Fiscal Year-End

The following table

provides information as to option awards held by each of the named executive officers of ProtoKinetix

Outstanding Equity Awards at Fiscal Year-End

The following table provides information as to option

awards held by each of the named executive officers of ProtoKinetix

as of December 31, 2022.

Unexercisable

options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share, fully vested.

options granted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share with 650,000 vesting on September 30, 2021

and 650,000 vesting every three months thereafter.

options granted pursuant to the Amended 2017 Plan on September 1, 2017 at $0.09 per share, fully vested.

options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share, fully vested.

options granted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share with 65,000 vesting on September 30, 2021

and 65,000 vesting every three months thereafter.

32,350,000 (1)

13,260,000 (2)

Represents options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

Director Compensation

The following table sets forth a

summary of the compensation earned by each non-employee director who served on the Board during the fiscal year ended December 31, 2021:

The following table sets forth a summary of the compensation earned

by each non-employee director who served on the Board during the fiscal year ended December 31, 2022:

Director Compensation

or Paid in Cash

aggregate grant date fair value of these stock awards was computed in accordance with ASC 718.

the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement

reporting purposes, using the Black-Scholes Option Pricing Model.

Assumptions used in the calculation of these amounts are included

in the Company’s audited financial statements.

December 31, 2021, Mr.

McDonough held options to acquire 7,000,000 shares of the Company’s common stock, all of which were

vested and exercisable and expire on August 3, 2028.

On or about December

30, 2016, the Company entered into a new consulting agreement with Mr.

McDonough, effective January 1, 2017 (the “2017 McDonough

On September 1, 2017,

the Company entered into an amendment to the 2017 McDonough Agreement, effective immediately.

This new agreement is effective through

December 31, 2018, but shall automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement

unless by stockholder vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying

them of a desire to terminate.

On August 4, 2021, in connection with Mr.

The aggregate grant date fair value of these stock awards was computed in accordance with ASC 718.

Represents the grant date full fair value

of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes

Option Pricing Model.

Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements.

As of December 31, 2022, Mr.

McDonough held

options to acquire 7,500,000 shares of the Company’s common stock, all of which were vested and exercisable and expire on December

On or about December 30, 2016, the Company entered

into a new consulting agreement with Mr.

McDonough, effective January 1, 2017 (the “2017 McDonough Agreement”).

On September 1, 2017, the Company entered into an

amendment to the 2017 McDonough Agreement, effective immediately.

This new agreement is effective through December 31, 2018, but shall

automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement unless by stockholder

vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying them of a desire

to terminate.

On December 7, 2022, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 7,500,000 stock options previously issued

McDonough pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various exercise prices between $0.06 and $0.11

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

Prior to a change in control of the Company, the vesting schedule of the options shall immediately accelerate so that the options

are fully vested and available for exercise by Mr.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table

sets forth certain information regarding our shares of common stock beneficially owned as of March 9, 2022, for (i) each stockholder

known to be the beneficial owner of more than 5% of our outstanding shares of common stock (ii) each named executive officer and director,

and (iii) all executive officers and directors as a group.

The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share,

expiring on December 6, 2028

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding our shares of common stock beneficially owned as of March 17, 2023, for (i) each stockholder known to be the beneficial owner

of more than 5% of our outstanding shares of common stock (ii) each named executive officer and director, and (iii) all executive officers

and directors as a group.

A person is considered to beneficially own any shares:

(a) over which

such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to

acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants or convertible debt.

Shares underlying

such options, warrants, and convertible promissory notes, however, are only considered outstanding for the purpose of computing the percentage

ownership of that person and are not considered outstanding when computing the percentage ownership of any other person.

Unless otherwise

indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised

solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

(a) over which such person, directly or indirectly,

exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any

time within 60 days through an exercise of stock options, warrants or convertible debt.

Shares underlying such options, warrants, and

convertible promissory notes, however, are only considered outstanding for the purpose of computing the percentage ownership of that person

and are not considered outstanding when computing the percentage ownership of any other person.

Unless otherwise indicated, voting and

investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial

owner or shared by the owner and the owner’s spouse or children.

& Address of Beneficial Owner

than 5% Stockholders

More than 5% Stockholders

Grant Young (2)

Alexandra Smith (3)

and Named Executive Officers

All directors

and executive officers as a group:

on 299,530,151 shares of common stock outstanding on March 9, 2022, and, with respect to each individual holder, rights to acquire

common stock exercisable within 60 days of March 9, 2022.

of 10,021,250 shares of common stock owned by Mr.

John & Edith Smith(4)

Directors and Named Executive Officers

All directors and executive officers as a group:

Based on 326,880,151 shares of common stock outstanding on March 17, 2023, and, with respect to each individual holder, rights to acquire common stock exercisable within 60 days of March 17, 2023.

Consists of 10,021,250 shares of common stock owned by Mr.

Young directly;

1,125,600 shares held by Mr.

Young’s wife;

the right to acquire

6,000,000 shares of common stock upon warrant exercise;

the right to acquire 6,000,000 shares of common stock upon warrant exercise;

the right to acquire 36,280,000 shares of common stock upon option exercise.

and the right to acquire 585,000 shares of common stock upon option exercise.

The principal address of Mr.

Young is 6438 Rosebery

Ave, West Vancouver, BC, V7W 2C6, Canada.

Consists of 27,700,776 shares of common stock owned by Alexandra Smith directly.

The principal address of Ms.

Smith is 1409 Peachtree Road, Daytona Beach, FL 32114.

Smith disclaims any beneficial interest in Ms.

Smith’s shares.

of 29,994,443 shares of common stock owned by Mr.

Consists of 21,458,709 shares of common stock owned by John and Edith Smith JTWROS.

Consists of 43,964,443 shares of common stock owned by Mr.

Smith directly, 13,572,649 held by Mr.

Smith’s trusts, 1,850,000 held by Mr.

Smith’s retirement account, the right to acquire 26,950,000 shares of common stock upon option exercise, and the right to

acquire 359,503 shares upon warrant exercise.

The principal address of Mr.

Smith is 1409 Peachtree Rd., Daytona Beach, FL

of 706,369 shares of common stock owned by Mr.

Guzzetta directly, and 11,695,000 shares of common stock issuable upon the exercise of

stock options.

The principal address of Mr.

Guzzetta is 1109 Poplar Ave SW, Canton, OH 44710.

of 7,000,000 shares of common stock issuable upon the exercise of stock options.

The principal business address of Mr.

is 1226 Washington Avenue, Parkersburg, WV 26101.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following

is a description of transactions during the last fiscal year in which the transaction involved a material dollar amount and in which

any of the Company’s directors, executive officers or holders of more than 5% of the Company’s common stock had or will have

a direct or indirect material interest, other than compensation which is described under “Executive Compensation.” Management

believes the terms obtained or consideration that was paid or received, as applicable, in connection with the transactions described

below were comparable to terms available or the amounts that would be paid or received, as applicable, in arms’ length transactions:

Pursuant to a consulting

agreement with an effective date of November 14, 2017, a total of $45,000 (2020 - $45,000) was paid or accrued to the Company's

During the nine months ended September 30, 2021, the Company reimbursed a company controlled by the CFO a total of $9,450 (2020

- $9,450) in office rent.

2021, the Company cancelled and concurrently replaced 25,000,000 stock options previously issued to the Company’s CEO

and a Director of the Company from 2018 to 2020.

The modification incremental fair value of $311,500 was recognized in the current

The 25,000,000 replacement options and 2,600,000 new options granted have a term of 6 years, exercisable

at a price of $0.11 per share, expiring on August 3, 2028.

2021, the Company cancelled and concurrently replaced 7,500,000 stock options previously issued to the Company’s CFO

and a Director of the Company from 2019 to 2020.

The modification incremental fair value of $70,700 was recognized in the current

The 7,500,000 replacement options and 260,000 new options granted have a term of 6 years, exercisable

at a price of $0.11 per share, expiring on August 3, 2028.

4, 2021, the Company cancelled and concurrently replaced 7,000,000 stock options previously issued to a director of the Company from

2018 to 2020.

The modification incremental fair value of $131,300 was recognized in the current period The 7,000,000 replacement options

granted have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August 3, 2028.

On August 4, 2021, in connection with a

consultant’s continued service to the Company, the Company cancelled, and concurrently replaced 33,500,000 stock options

Smith’s retirement account, the right to acquire 32,350,000 shares of common stock upon option exercise, and the right to acquire 1,600,000 shares upon warrant exercise.

Consists of 716,369 shares of common stock owned by Mr.

Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise of stock options.

Consists of 7,500,000 shares of common stock issuable upon the exercise of stock options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following is a description of transactions

during the last fiscal year in which the transaction involved a material dollar amount and in which any of the Company’s directors,

executive officers or holders of more than 5% of the Company’s common stock had or will have a direct or indirect material interest,

other than compensation which is described under “Executive Compensation.” Management believes the terms obtained or consideration

that was paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the

amounts that would be paid or received, as applicable, in arms’ length transactions:

Pursuant to a consulting agreement with an effective

date of November 14, 2017, a total of $60,000 (2020 - $60,000) was paid or accrued to the Company’s CFO.

During the year ended

December 31, 2022, the Company reimbursed a company controlled by the CFO a total of $11,025 (2021 - $12,600) in office rent.

On December 7, 2022, the Company cancelled

and concurrently replaced 32,350,000 stock options previously issued to the Company’s CEO and a Director of the Company

from 2021 to 2022.

The modification incremental fair value of $80,105 was recognized in the current period.

The 32,350,000 replacement

options and a term of 6 years, exercisable at a price of $0.28 per share, expiring on December 6, 2028.

On December 7, 2022, the Company cancelled

and concurrently replaced 13,260,000 stock options previously issued to the Company’s CFO and a Director of the Company

from 2018 to 2022.

The modification incremental fair value of $82,398 was recognized in the current period.

The 13,260,000 replacement

options granted have a term of 6 years, exercisable at a price of $0.028 per share, expiring on December 6, 2028.

On December 7, 2022, the Company cancelled

and concurrently replaced 7,500,000 stock options previously issued to a director of the Company from 2018 to 2022.

The modification incremental

fair value of $24,524 was recognized in the current period The 7,500,000 replacement options granted are fully vested and have a term

of 6 years, exercisable at a price of $0.028 per share, expiring on December 6, 2028.

On December 7, 2022, in connection with

a consultant’s continued service to the Company, the Company cancelled, and concurrently replaced 36,280,000 stock options

previously issued to the consultant pursuant to the Company’s Amended 2017 Plan between 2018 to 2021 at various exercise prices

between $0.06 and $0.11 per share.

The replacement options have a term of 6 years, exercisable at a price of $0.11 per

share, expiring on August 3, 2028.

In addition, the Company granted the consultant an option to purchase 780,000 shares of common

stock under the Amended 2017 Plan with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting

schedule of the options shall immediately accelerate so that the options are fully vested and available for exercise by the consultant.

The replacement options are fully vested and have a term of 6 years, exercisable at a price

of $0.028 per share, expiring on December 6, 2028.

Please refer to “Recent Sales of Unregistered

5 unchanged sentences

Guzzetta during 2022.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the years ended

December 31, 2021 and 2020, Davidson & Company LLP, Chartered Professional Accountants (“Davidson”) the Company’s

principal accountants billed the Company $27,329 and $25,000, respectively for fees for the audit of the Company’s annual financial

All amounts are in U.S.

ACCOUNTANT FEES AND SERVICES

For the years ended December 31, 2022 and 2021, Davidson

& Company LLP, Chartered Professional Accountants (“Davidson”) the Company’s principal accountants billed the Company

$28,847 and $28,500, respectively for fees for the audit of the Company’s annual financial statements.

All amounts are in

Audit-Related Fees

For the years ended

December 31, 2021 and 2020, Davidson did not provide the Company with any assurances or related services reasonably related to the performance

of the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.”

For the years ended

December 31, 2021 and 2020, Davidson billed $3,500 in 2021 and $3,500 in 2020 for professional services for tax compliance, tax advice,

and tax planning.

For the years ended December 31, 2022 and 2021, Davidson

did not provide the Company with any assurances or related services reasonably related to the performance of the audit or review of the

Company’s financial statements and are not reported above under “Audit Fees.”

For the years ended December 31, 2022 and 2021, Davidson

billed $3,500 in 2022 and $3,500 in 2021 for professional services for tax compliance, tax advice, and tax planning.

All Other Fees

For the years ended

December 31, 2021 and 2020, Davidson did not bill the Company for fees associated with the preparation and filing of the Company’s

registration statements, the creation of pro forma financial statements and other related matters.

For the years ended

December 31, 2021 and 2020, Davidson billed the Company $23,837 and $23,837 for fees for the review of the Company’s quarterly

financial statements.

All amounts are in U.S.

For the years ended December 31, 2021 and 2020, Davidson

did not bill the Company for fees associated with the preparation and filing of the Company’s registration statements, the creation

of pro forma financial statements and other related matters.

For the years ended December 31, 2022 and 2021, Davidson

billed the Company $25,293 and $23,837 for fees for the review of the Company’s quarterly financial statements.

Audit Committee Pre-Approval Policies

The Company currently

does not have a formal audit committee.

The Company’s Board of Directors currently approves in advance all audit and non-audit

related services performed by the Company’s principal accountants and appointed Ed McDonough as the responsible director to review

all financial information of the Company and correspond with the independent auditors regarding the same.

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE

The Company currently does not have a formal audit

The Company’s Board of Directors currently approves in advance all audit and non-audit related services performed

by the Company’s principal accountants and appointed Ed McDonough as the responsible director to review all financial information

of the Company and correspond with the independent auditors regarding the same.

EXHIBITS, FINANCIAL STATEMENTS

EXHIBIT INDEX

The following

documents are being filed with the Commission as exhibits to this Annual Report on Form 10-K.

The following documents are being filed with

the Commission as exhibits to this Annual Report on Form 10-K.

Amended and Restated Articles of Incorporation as filed on February 16, 2022(1).

3 unchanged sentences

Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(10)

Consultant Warrant*

Form of Warrant*

Description of our Securities*

Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(4)

20 unchanged sentences

XBRL Presentation Linkbase Document

Cover Page Interactive Data File (formatted in Inline

XBRL and contained in Exhibit 101)*

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)*

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

12 unchanged sentences

Form 10-K Summary

This Item is optional

and the registrant is not required to furnish this information.

the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to

be signed on its behalf by the undersigned, thereunto duly authorized.

PROTOKINETIX,

This Item is optional and the registrant is not

required to furnish this information.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

PROTOKINETIX, INCORPORATED

March 17, 2023

/s/ Clarence E.

Principal Executive Officer

March 17, 2023

Financial Officer & Principal Accounting Officer

Pursuant to the requirement of the

Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated:

/s/ Michael R.

Principal Financial Officer & Principal Accounting Officer

Pursuant to the requirement of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

March 17, 2023

Chief Executive Officer (principal

executive officer)

/s/ Clarence E.

Chief Executive Officer (principal executive officer)

& Chairman of the Board

March 17, 2023

PROTOKINETIX,

Development Stage Company)

in US Dollars)

/s/ Edward P.

PROTOKINETIX, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2022

(Stated in US Dollars)

C O N T E N T S

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 731 ) DAVIDSON & COMPANY, VANCOUVER, BC, CANADA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID #731) DAVIDSON & COMPANY LLP, VANCOUVER, BC, CANADA

FINANCIAL STATEMENTS

OF OPERATIONS

OF STOCKHOLDERS' EQUITY

OF CASH FLOWS

TO FINANCIAL STATEMENTS

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

Independent Registered Public Accounting Firm

5 unchanged sentences

(the “Company”) as of December 31, 2022 and 2021, and the related statements of operations, stockholders’

equity, and cash flows for the years ended December 31, 2021 and 2020, and the related notes and schedules (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of Protokinetix, Inc.

as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended

December 31, 2021 and 2020 in conformity with accounting principles generally accepted in the United States of America.

equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021

in conformity with accounting principles generally accepted in the United States of America.

Going Concern

22 unchanged sentences

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

1 unchanged sentence

Our audits included performing procedures to assess

the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

34 unchanged sentences

March 17, 2023

PROTOKINETIX,

(A Development Stage

PROTOKINETIX, INC.

(A Development Stage Company)

BALANCE SHEETS

1 unchanged sentence

Current Assets

expenses and deposits (Note 3)

Prepaid expenses and deposits (Note 3)

Total current assets

assets (Note 4)

AND STOCKHOLDERS' EQUITY

Intangible assets (Note 4)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

payable and accrued liabilities

Accounts payable and accrued liabilities

Total liabilities

Stockholders' Equity

stock, $ 0.0000053 par

500,000,000 common

shares authorized;

297,393,485 and

285,955,071 shares

issued and outstanding for 2021 and 2020 respectively (Note 7)

paid-in capital

Common stock, $ 0.0000053 par value;

500,000,000 common shares authorized;

322,880,151 and 297,393,485 shares issued and outstanding for 2022 and 2021 respectively (Note 7)

Additional paid-in capital

Accumulated deficit

( 47,448,479 )

( 45,541,170 )

stockholders' equity

liabilities and stockholders' equity

of Presentation – Going Concern Uncertainties (Note 1)

and Contingency (Note 9)

See Notes to Financial

Total stockholders' equity

Total liabilities and stockholders' equity

Basis of Presentation – Going

Concern Uncertainties (Note 1)

Commitments and Contingency (Note

See Notes to Financial Statements

PROTOKINETIX, INC.

(A Development Stage

OF OPERATIONS

For the Years

Ended December 31, 2021 and 2020

– intangible assets (Note 4)

and administrative

fees (Note 8)

and development

compensation (Notes 5 and 8)

Income (Expenses)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2022 and 2021

Amortization – intangible assets (Note 4)

General and administrative

Professional fees (Note 8)

Research and development

Share-based compensation (Notes 5 and 8)

Operating Income (Expenses)

( 1,907,309 )

( 2,329,310 )

loss for the year

Net loss for the year

$ ( 1,907,309 )

$ ( 2,329,310 )

loss per common share (basic and diluted)

average number of common shares outstanding (basic and diluted)

See Notes to Financial

Net loss per common share (basic and diluted)

Weighted average number of common shares outstanding (basic and diluted)

See Notes to Financial Statements

PROTOKINETIX, INC.

(A Development Stage

STATEMENT OF STOCKHOLDERS'

For the Years Ended

December 31, 2021 and 2020

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2022 and 2021

Balance, December 31, 2020

2 unchanged sentences

Issuance of common stock pursuant to private placement offering

Issuance of common stock pursuant to warrant exercise

Issuance of common stock pursuant to cashless option exercise

Extension of the terms of warrants

Net loss for the year

3 unchanged sentences

$ ( 45,541,170 )

See Notes to Financial

See Notes to Financial Statements

PROTOKINETIX, INC.

(A Development Stage

STATEMENT OF STOCKHOLDERS'

For the Years Ended

December 31, 2021 and 2020

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2022 and 2021

Balance, December 31, 2021

1 unchanged sentence

Fair value of share-based compensation

Issuance of common stock pursuant

to private placement offering

Issuance of common stock pursuant

to warrant exercise

Issuance of common stock pursuant

to cashless option exercise

Extension of the terms of warrants

Issuance of common stock pursuant to private placement offering

Net loss for the year

( 1,907,309 )

2 unchanged sentences

$ ( 47,448,479 )

See Notes to Financial

See Notes to Financial Statements

PROTOKINETIX, INC.

(A Development Stage

OF CASH FLOWS

For the Years

Ended December 31, 2021 and 2020

CASH FLOWS USED IN OPERATING

loss for the year

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021

CASH FLOWS USED IN OPERATING ACTIVITIES

Net loss for the year

$ ( 1,907,309 )

$ ( 2,329,310 )

to reconcile net loss to cash used in operating activities:

– intangible assets

of compensatory options granted

in operating assets and liabilities:

expenses and deposits

payable and accrued liabilities

cash used in operating activities

CASH FLOWS USED IN INVESTING

of intangible assets

cash used in investing activities

CASH FLOWS FROM FINANCING

of common stock for cash

cash from financing activities

Cash, beginning

paid for interest

paid for income taxes

Supplementary information

– non-cash transactions:

no non-cash financing or investing activities.

Financial Statements

Adjustments to reconcile net loss to cash used in operating activities:

Amortization – intangible assets

Fair value of compensatory options granted

Changes in operating assets and liabilities:

Prepaid expenses and deposits

Accounts payable and accrued liabilities

Net cash used in operating activities

CASH FLOWS USED IN INVESTING ACTIVITIES

Purchase of intangible assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock for cash

Net cash from financing activities

Net change in cash

Cash, beginning of year

Cash, end of year

Cash paid for interest

Cash paid for income taxes

Supplementary information – non-cash transactions:

There were no non-cash financing or investing activities.

See Notes to Financial Statements

PROTOKINETIX, INC.

(A Development Stage

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Basis of Presentation – Going Concern Uncertainties

Basis of Presentation – Going

Concern Uncertainties

ProtoKinetix, Inc.

(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

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

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 December 31, 2021.

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

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

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

The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to

the pandemic.

We cannot predict future disruptions to the Company which may occur due to the spread of COVID-19.

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 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.

(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.

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

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 December 31, 2022.

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.

continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its

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 is largely dependent upon future developments,

including but not limited to information on the duration and spread of COVID-19, 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.

Summary of Significant Accounting Policies

of Presentation

The accompanying financial

statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America

("US GAAP") and are expressed in United States dollars.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (cont'd)

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.

Basis of Presentation

The accompanying financial statements have been prepared

by the Company in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP) and are expressed

in United States dollars.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Summary of Significant Accounting Policies

Use of Estimates

Preparation of financial statements in conformity

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

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 consists of funds

held in checking accounts.

Cash balances may exceed federally insured limits from time to time.

Value of Financial Instruments

Financial instruments,

which includes cash, accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair

value due to the short-term nature of these instruments.

The Company measures

the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines

fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 establishes

a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

The policy describes three levels of inputs that may be used to measure fair value:

quoted prices in active markets for identical assets or liabilities.

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

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

At December 31, 2021,

there were no other assets or liabilities subject to additional disclosure.

The Company accounts

for income taxes following the assets and liability method in accordance with the ASC 740 "Income Taxes." Under such method,

deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases.

The Company applies the accounting

guidance issued to address the accounting for uncertain tax positions.

This guidance clarifies the accounting for income taxes,

by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements

as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure

and transition Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years that the asset is expected to be recovered or the liability settled.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (cont'd)

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

Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to

which they relate.

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 consists of funds held in checking accounts.

balances may exceed federally insured limits from time to time.

Fair Value of Financial Instruments

Financial instruments, which includes cash, accounts

payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short-term

nature of these instruments.

The Company measures the fair value of financial assets

and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework

for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy, which requires

an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The policy describes

three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active

markets for identical assets or liabilities.

Level 2 – quoted prices for similar

assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that are unobservable

(for example cash flow modeling inputs based on assumptions).

At December 31, 2022, there were no other assets or

liabilities subject to additional disclosure.

The Company accounts for income taxes following the

assets and liability method in accordance with the ASC 740 "Income Taxes." Under such method, deferred tax assets and

liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

The Company applies the accounting guidance issued to address

the accounting for uncertain tax positions.

This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition

threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition,

measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be

recovered or the liability settled.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Summary of Significant Accounting Policies

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.

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 December 31,

2021, 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

Changes in the expected

useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the

amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Amortization is recognized

in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization has been

recognized on the patent application costs at December 31, 2021.

and Development Costs

Research and development

costs are expensed as incurred.

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

Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share)

and potentially dilutive securities.

The effect of 84,690,000

stock options (December 31, 2020 – 82,650,000 )

and 12,081,143

warrants (December 31, 2020 – 10,326,857 )

were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the

Company's losses.

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.

As at December 31, 2022, 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.

amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.

Changes in the expected useful life or the expected

pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method,

as appropriate, and are treated as changes in accounting estimates.

Amortization is recognized in profit or loss on a

straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization has been recognized on the patent

application costs at December 31, 2022.

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 (December 31, 2021 – 84,690,000 ) and 13,300,000 warrants (December 31, 2021 – 12,081,143 )

were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's

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.

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

PROTOKINETIX, INC.

Development Stage Company)

TO FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (cont'd)

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 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.

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.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (cont'd)

Accounting Pronouncements

In December 2019, the

FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies

the accounting for income taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the methodology

for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

new ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates.

These changes aim to

improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing the

The guidance was effective for the Company beginning on January 1, 2021 and prescribes different transition methods for

the various provisions.

The adoption of ASU 2019-12 did not have a material impact on the Company’s financial statements and related

Other than the above,

the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s

business or that no material effect is expected on the financial statements as a result of future adoption.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Summary of Significant Accounting Policies

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 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.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Summary of Significant Accounting Policies

Recent Accounting Pronouncements

The Company has determined that other significant

newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected

on the financial statements as a result of future adoption.

Prepaid Expenses and Deposits

The following summarizes

the Company's prepaid expenses and deposits outstanding as at December 31, 2021 and 2020:

The following summarizes the Company's prepaid expenses

and deposits outstanding as at December 31, 2022 and 2021:

Schedule of prepaid expenses

Rental deposit

on February 11, 2022 shareholder meeting

Deposit on February 11, 2022 shareholder meeting

Total Prepaid Expenses and Deposits

PROTOKINETIX, INC.

Development Stage Company)

TO FINANCIAL STATEMENTS

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Intangible Assets

Intangible asset transactions are summarized as follows:

Intangible asset transactions

are summarized as follows:

asset transactions

Patent Rights

Patent Application

Balance, December 31, 2020

Balance, December 31, 2021

December 31, 2021

Balance, December 31, 2022

Accumulated amortization

1 unchanged sentence

Balance, December 31, 2021

December 31, 2021

Balance, December 31, 2022

Net carrying amounts

1 unchanged sentence

December 31, 2022

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 year ended December 31, 2021, the Company recorded $ 3,000

(2020 - $ 3,000 )

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

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

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 year ended December 31, 2022, the Company recorded $ 58,450 (2021 - $ 3,000 ) 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.

1 unchanged sentence

to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration.

Company incurred an additional $317,171 in direct costs relating to the Patent Application Rights, $ 90,985

of which were incurred during the year ended December 31, 2021.

Company incurred an additional $449,220 in direct costs relating to the Patent Application Rights, $ 132,049 of which were incurred during

the year ended December 31, 2022.

PROTOKINETIX, INC.

Development Stage Company)

TO FINANCIAL STATEMENTS

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

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

No amortization was

recorded on the Patent Application Rights or the New Patent Application Rights to December 31, 2021.

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).

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.

Stock Options

an amendment on April 6, 2020, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the

“2017 Plan”) is 85,700,000 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 December 31,

2021, there are 84,690,000

options granted and outstanding under the 2017 Plan.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

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 December 31, 2022, there are 94,290,000 options

granted and outstanding under the 2017 Plan.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Stock Options (cont'd)

Stock option transactions

are summarized as follows:

of Share-based Compensation, Stock Options, Activity

Stock option transactions are summarized as follows:

Schedule of Share-based Compensation, Stock Options, Activity

Stock Options

Average Exercise Price

Average Remaining Life

Weighted Average Exercise Price

Weighted Average Remaining Life

Outstanding, December 31, 2020

( 36,000,000 )

Options cancelled

( 76,100,000 )

December 31, 2020

Options exercised

Options granted

Outstanding, December 31, 2021

Stock Options

Average Exercise Price

Average Remaining Life

Weighted Average Exercise Price

Weighted Average Remaining Life

Outstanding, December 31, 2021

Options cancelled

( 93,540,000 )

Options expired

Options granted

Outstanding, December 31, 2022

During the year ended December 31, 2022, the Company

granted the following stock options:

On March 15, 2022, 10,000,000 options for shares of common stock exercisable

at $0.06 per share, expiring March 14, 2030.

These were cancelled On December 7, 2022 and reissued exercisable at $ 0.028 , expiring December

On December 7, 2022 , 93,540,000 options for shares of common stock exercisable

between $ 0.06 and $ 0.11 per share, with various expiration dates were cancelled and reissued exercisable at $ 0.028 expiring December 6,

Total share-based compensation for the 103,540,000

stock options granted (2021 - 78,890,000 ) and vested during the year ended December 31, 2022 was $ 1,070,983 (2021 - $ 1,413,055 ).

values of the stock options granted were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average

Sch edule of valuation assumptions for options

December 31, 2022

During the year ended

December 31, 2021, the Company granted the following stock options:

options for shares of common stock exercisable at $0.18 per share, expiring April 15, 2027.

options for shares of common stock exercisable at $0.11 per share, expiring Aug 3, 2028

The CFO of the Company exercised 750,000

options for shares of common stock at $ 0.07

per share through a cashless exercise of the options resulting in 555,556

shares being issued.

Total share-based compensation

for the 78,890,000

stock options granted (2020 - 30,400,000 )

and vested during the year ended December 31, 2021 was $ 1,413,055

(2020 - $ 6,740,743 ).

The fair values of the stock options granted were estimated using the Black-Scholes Option Pricing Model, based on the following weighted

average assumptions:

Schedule of valuation assumptions for options

interest rate

stock price volatility

forfeiture rate

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

December 31, 2021

Risk-free interest rate

Dividend yield

Expected stock price volatility

Expected forfeiture rate

Expected life

weighted-average fair value of the stock options granted during the year ended December 31, 2022 was $ 0.03 (December 31, 2021 - $ 0.10 )

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Stock Options (cont'd)

The following non-qualified

stock options were outstanding and exercisable at December 31, 2021:

The following non-qualified stock options were outstanding

and exercisable at December 31, 2022:

Schedule of options by exercise price

As at December 31,

2021, the aggregate intrinsic value of the Company's stock options is $ 2,107,500

Exercise Price

Number of Options

October 26, 2026

November 27, 2026

December 6, 2028

Development Stage Company)

TO FINANCIAL STATEMENTS

As at December 31, 2022, the aggregate intrinsic value

of the Company's stock options is $Nil .

PROTOKINETIX ,

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Warrant transactions are summarized as follows:

of Stockholders' Equity Note, Warrants or Rights

Average Exercise Price

Schedule of Stockholders' Equity Note, Warrants or Rights

Weighted Average Exercise Price

Outstanding, December 31, 2020

Warrants cancelled

Warrants granted

Warrants exercised

( 3,214,286 )

Outstanding, December 31, 2021

Warrants granted

Warrants expired

( 6,081,143 )

Warrants cancelled

( 6,000,000 )

Outstanding, December 31, 2022

The following

warrants were outstanding and exercisable as at December 31, 2021:

The following warrants were outstanding

and exercisable as at December 31, 2022:

Schedule of outstanding and exercisable

November 19, 2021, the board of directors of Protokinetix, Inc.

Extended the expiration date of the warrant issued as follows:

to the December offering and the August offering a total of 4,795,429

warrants to expire as of March

modifications to the warrants resulted in them meeting the definition of a derivative instrument under ASC 815 – Derivative and

They continue to be classified in equity as the number of shares and the exercise price were both fixed at inception.

The extension

of the term of the warrants resulted in additional value being attributed to those warrants.

On November 19, 2021 the fair value of the

warrants was estimated to be $ 19,227

using a Black Scholes Model.

The Company recorded a deemed dividend of $ 19,227

in deficit related to the difference between the original and modified warrants.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

Number of Warrants

Exercise Price

March 15, 2024

December 6, 2028

2022 t he Company issued 4,300,000

warrants as part of private placement transactions.

On April 4, 2022 and May 12, 2022 the Company issued 1,000,000

and 2,000,000

warrants, respectively, as part of private placement transactions.

On December 13, 2022, the Company cancelled 6,000,000

warrants issued July 15, 2019 with an exercise price of $ 0.26

in consideration for patent assignments, and expiring July

The Company reissued the 6,000,000

warrants with an exercise price of $ 0.028

and expiring December

Total share-based compensation for the reissued warrants

during the year ended December 31, 2022, was $115,537.

The fair values of the reissued warrants were estimated

using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:

Schedule of assumptions

Risk-free interest rate

Dividend yield

Expected stock price volatility

Expected forfeiture rate

Expected life

weighted-average fair value of the warrants granted during the year ended December 31, 2022 was $ 0.03 (December 31, 2021 - $nil)

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Stockholders' Equity

The Company is authorized

to issue 400,000,000 (December

31, 2020 – 400,000,000 )

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.

common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion

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.

dividends have been declared or paid as of December 31, 2021 (December 31, 2020 - $ 0

During the year ended December 2021, the

Issued 3,528,572

units (each unit consisting of one share

of common stock and one warrant to purchase one share of common stock $ 0.07 )

as part of a private placement for total proceeds of $ 247,000 .

Issued 200,000

shares of common stock at $ 0.12

as part of a private placement for total

proceeds of $ 24,000 .

Issued 1,440,000

units (each unit consisting of one share

of common stock and one warrant to purchase one share of common stock $ 0.10 )

as part of a private placement for total proceeds of $ 144,000 .

Issued 3,214,286

shares of common stock from exercised warrants

(2,214,286 shares issued at $0.07 and 1,000,000 shares issued at $0.12) for total proceeds of $ 275,000 .

Issued 555,556

shares of common stock to CFO pursuant to

a cashless exercise of 750,000

stock options.

Issued 250,000

shares of common stock at $ 0.08

as part of a private placement for total

proceeds of $ 20,000 .

Issued 2,250,000

shares of common stock at $ 0.06

as part of a private placement for total

proceeds of $ 135,000 .

Extended exercise date

for warrants to purchase 1,440,000

shares of common stock issued August of 2021.

Extended exercise date

for warrants to purchase 3,355,429

shares of common stock, issued December of 2020.

During the year ended December 2020, the

Issued 2,222,222

shares of common stock to investors at $ 0.09

per share for gross proceeds of $ 200,000 .

Issued 320,513

shares of common stock to investors at $ 0.078

per share for gross proceeds of $ 25,001 .

Issued 3,653,077

shares of common stock to investors at $ 0.065

per share for gross proceeds of $ 237,450 .

Issued 2,532,143

shares of common stock to investors (one

of which was the President and CEO of the Company) at $ 0.07

per share for gross proceeds of $ 177,250 .

The Company is authorized to issue 500,000,000 (December

31, 2021 – 400,000,000 ) 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 December 31, 2022 (December 31, 2021 - $Nil).

During the year ended December 2022, the Company:

Issued 5,450,000 shares of common stock (5,450,000 shares issued at $ 0.02 ) as part of a private placement for total proceeds of $ 109,000 .

Issued 3,100,000 shares of common stock (3,100,000 shares issued at $ 0.025 ) as part of a private placement for total proceeds of $ 77,500 .

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 .

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 .

Issued 7,300,000 units (each unit consisting of 1 share of common stock and 1 warrant to purchase 1 share of common stock at $ 0.05 ) as part of a private placement for total proceeds of $ 365,000 .

During the year ended December 2021, the Company:

Issued 3,528,572

shares of common stock to investors at $ 0.07

per share for gross proceeds of $ 127,880

and the option to exercise a warrant for

one additional share at $0.07, exercisable for one year.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $ 0.07

per share) as part of a private placement for total proceeds of $ 247,000 .

Issued 200,000 shares of common stock at $0.12 as part of a private placement for total proceeds of $ 24,000 .

Issued 1,440,000 units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $ 0.10 ) as part of a private placement for total proceeds of $ 144,000 .

Issued 3,214,286 shares of common stock from exercised warrants (2,214,286 shares issued at $0.07 and 1,000,000 shares issued at $ 0.12 ) for total proceeds of $ 275,000 .

Issued 555,556 shares of common stock to the Company’s CFO pursuant to a cashless exercise of 750,000 stock options.

Issued 250,000 shares of common stock at $ 0.08 as part of a private placement for total proceeds of $ 20,000 .

Issued 2,250,000 shares of common stock at $ 0.06 as part of a private placement for total proceeds of $ 135,000 .

Extended exercise date for warrants to purchase 1,440,000 shares of common stock issued August of 2021.

Extended exercise date for warrants to purchase 3,355,429 shares of common stock, issued December of 2020.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Related Party Transactions and Balances

During the twelve

month period ended December 31, 2021 and 2020, the Company entered into the following related party transactions:

to a consulting agreement with an effective date of November 14, 2017, a total of $ 60,000

(2020 - $ 60,000 )

was paid or accrued to the Company's CFO.

During the twelve months ended December 31, 2021, the Company reimbursed a company controlled

by the CFO a total of $ 12,600

(2020 - $ 12,600 )

in office rent.

March 26, 2020, the Company cancelled and concurrently replaced 10,000,000

stock options and 1,000,000

stock options previously issued to the Company’s CEO and a Director of the Company

in 2017, respectively.

During the years ended December 31, 2022 and 2021, 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 $ 60,000 (2021 - $60,000) was paid or accrued to the Company's CFO.

During the year

ended December 31, 2022, the Company reimbursed a company controlled by the CFO a total of $ 11,025 (2021 - $ 12,600 ) in office rent.

b) On December 7, 2022, the Company cancelled

and concurrently replaced 32,350,000 stock options previously issued to the Company’s CEO and a Director of the Company from 2021

The modifications incremental fair value of $ 80,105 was recognized in the current period.

The 32,350,000 replacement options

granted have a term of 6 years, exercisable at a price of $ 0.028 per share, expiring on December 6, 2028

c) On December 7, 2022, the Company cancelled

and concurrently replaced 13,260,000 stock options previously issued to the Company’s CFO of the Company from 2018 to 2022.

modifications incremental fair value of $ 82,398 was recognized in the current period.

The 13,260,000 replacement options granted have

a term of 6 years, exercisable at a price of $ 0.028 per share, expiring on December 6, 2028

d) 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

replacement options granted have a term of 6

years and are exercisable at a price of $ 0.14

options granted have a term of 8 years and are exercisable at a price of $ 0.06 per share, expiring on March 14, 2030 .

e) 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 modification incremental fair value of $ 235,703

was recognized during the period.

No stock options were issued during the three month period

ending December 31, 2021.

12, 2020, the Company cancelled 4,000,000

stock options previously issued in July 2019 to the Company’s CFO and replaced them

with 3,500,000

stock options.

The 3,500,000

replacement options granted have a term of 6

years and are exercisable at a price of $ 0.12

per share, expiring on June

The modification incremental fair value of $ 5,704

was recognized in the period.

August 4, 2021, the Company cancelled and concurrently replaced 25,000,000

stock options previously issued to the Company’s CEO and a Director of the Company

from 2018 to 2020.

The modification incremental fair value of $ 311,500

was recognized in the current period.

The 25,000,000

replacement options and 2,600,000

new options granted have a term of 6

years, exercisable at a price of $ 0.11

per share, expiring on August

August 4, 2021, the Company cancelled and concurrently replaced 7,500,000

stock options previously issued to the Company’s CFO and a Director of the Company

from 2019 to 2020.

The modification incremental fair value of $ 70,700

was recognized in the current period.

The 7,500,000

replacement options and 260,000

new options granted have a term of 6

years, exercisable at a price of $ 0.11

per share, expiring on August

August 4, 2021, the Company cancelled and concurrently replaced 7,000,000

stock options previously issued to a Director of the Company from 2018 to 2020.

The modification

incremental fair value of $ 131,300

was recognized in the current period The 7,000,000

replacement options granted have a term of 6

years, exercisable at a price of $ 0.11

per share, expiring on August

Company recognized $ 722,822

including modification (2020 - $ 3,474,418

) in share-based compensation during the period associated with stock options granted to

key management personnel.

The incremental fair value of modifications to stock options for key management was $ 72,322 .

at December 31, 2021 and December 31, 2020, there were $ 0

nil balances owing to related parties.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

f) The Company recognized $ 638,227 (2021 -

$ 649,822 ) in share-based compensation during the year associated with stock options granted to key management personnel.

g) The Company recognized $ 638,227

including modifications (2021 - $ 722,822 )

in share-based compensation during the year associated with stock options granted to key management personnel.

The total incremental

fair value of stock options including modifications is $ 1,070,983 .

As at December 31, 2022 and December

31, 2021, there were $nil balances owing to related parties.

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Commitments and Contingency

As at December 31, 2021, the Company has

the following commitments:

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

into a consulting agreement effective January 1, 2018, whereby the Company would pay the consultant $ 1,000

per month for a term of 1 year for providing public relations services, unless otherwise

terminated by either party with at least 30 days’ notice.

into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $ 1,500

per month minimum plus travel expenses for a term of 1 year for providing research consulting

As at December 31, 2022, 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

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 a term of 1 year for providing

research consulting services.

Agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice.

was delinquent in filing certain income tax returns with the U.S.

Internal Revenue Service and reports disclosing its interest in foreign

bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs").

In September 2015, the

Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program

for late filing of the returns and FBARs.

Under the program, the IRS has indicated that it will not impose a penalty for the failure

to file delinquent income tax returns if there are no under reported tax liabilities.

On November 30, 2017, the Company received

a letter from the IRS concluding their review of the Company's tax returns under the program and accepting the returns as filed.

No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating

to the tax years submitted under the program.

PROTOKINETIX,

Development Stage Company)

TO FINANCIAL STATEMENTS

a Nevada corporation, the Company is liable for taxes in the United States.

As of December 31, 2021, the Company did not have any

income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements (December 31, 2020

reconciliation of income taxes at statutory rates with the reported taxes is as follows:

Schedule of Effective Income

Tax Reconciliation

Net loss for the

The Company was delinquent in filing certain

income tax returns with the U.S.

Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1,

"Report of Foreign Bank and Financial Accounts" ("FBARs").

In September 2015, the Company filed the delinquent income

tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns

Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income

tax returns if there are no under reported tax liabilities.

On November 30, 2017, the Company received a letter from the IRS concluding

their review of the Company's tax returns under the program and accepting the returns as filed.

No penalties have been assessed

by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

As a Nevada corporation,

the Company is liable for taxes in the United States.

As of December 31, 2022, the Company did not have any income for tax purposes

and therefore, no tax liability or expense has been recorded in these financial statements (December 31, 2021 – nil).

A reconciliation of

income taxes at statutory rates with the reported taxes is as follows:

Schedule of Effective Income Tax Reconciliation

Net loss for the year

$ ( 1,907,309 )

4 unchanged sentences

Non-deductible expenses

Impact of change of future tax rate

Adjustment to prior years provision versus statutory

Adjustment to prior years provision versus statutory tax returns

Change in valuation allowance

Total income tax expense (recovery)

Schedule of Deferred Tax Assets

Company’s deferred tax assets that have not been recognized are as follows:

Schedule of Deferred Tax

Schedule of Deferred Tax Assets

Tax benefit of net operating loss carry forward

2 unchanged sentences

$ ( 6,300,000 )

Company has tax losses of approximately $ 30,000,000

(December 31, 2020 - $ 29,000,000 )

to reduce future taxable income.

The tax losses expire in years starting from 2021.

deferred tax asset associated with the tax loss carry forward is approximately $ 6,300,000

(December 31, 2020 - $ 6,200,000 ).

The Company has provided a full valuation allowance against the deferred tax asset since it is more likely than not that the asset will

not be realized.

The difference between the Company's statutory income tax rate of ( 21 %)

and its effective rate of zero is primarily attributable to the valuation allowance provided on deferred taxes arising from net operating

loss carry forwards.

The Company has net operation

loss carryforwards of approximately $ 30,500,000 (December 31, 2021 - $ 30,000,000 ) to reduce future taxable income.

The valuation

allowance has not changed during the year ended December 31,2022.

Tax losses expire in years starting from 2023.

The deferred tax asset associated

with the tax loss carry forward is approximately $ 6,400,000 (December 31, 2021 - $ 6,300,000 ).

The Company has provided a full valuation

allowance against the deferred tax asset since it is more likely than not that the asset will not be realized.

Subsequent Events

Subsequent to the year ended December 31,

2021, the Company:

January 1, 2022 and February 8, 2022 the Company issued 2,136,666

shares of common stock to investors at $ 0.06

per share for gross proceeds of $ 128,200 .

A Form D/A was filed on February 25, 2022.

February 11, 2022 the Company approved amending and restating of the Company’s articles

of incorporation to increase the number of authorized shares from 400,000,000

to 500,000,000

of common stock.

Subsequent to the year ended December 31, 2022, the Company:

Issued 2,000,000 shares of common stock ( 2,000,000 shares issued at $ 0.02 ) to the CEO of the Company, as part of a private placement for total proceeds of $ 40,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures