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 U.
S. SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from ___________ to _____________

 Commission
File Number: 000-32917

 (Name
of small business issuer as specified in its charter)

 Nevada

 94-3355026

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 109 W Main St

 Dalton,
 Ohio 44618

 (Address
 of principal executive offices, including zip code)

 Registrant's
 telephone number, including area code:

 330 - 455-4971

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

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

 $.0000053
par value common stock

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:

 Yes
 No

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Securities Exchange Act of 1934.

 Large accelerated
 filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller
 reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes
 No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 6,856,188
based upon the closing price of our common stock which was $0.0243 as of June 30, 2023, the last business day of the Company's
most recently completed second fiscal quarter. Shares of common stock held by each officer and director and by each person or group
who owns 10% or more of the outstanding common stock amounting to shares have been excluded in that such persons or groups may be deemed
to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 As
of March 20, 2024, there were 346,713,485 shares of our common stock that were issued and outstanding.

 TABLE
OF CONTENTS

 FORM
10-K ANNUAL REPORT

 Part

 Page

 Item
 1.

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Part
 II

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

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

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Part
 III

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Part
 IV

 Item

 Exhibits and Financial Statement Schedules

 Item

 Form 10-K Summary

 Signatures

 PART
I

 ITEM 1.
 BUSINESS

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

 ProtoKinetix
was incorporated as RJV Network, Inc. under the laws of the State of Nevada on December 23, 1999 for the primary purpose of developing
an internet-based listing site that would provide detailed commercial real estate property listings and related data. In July 2003,
the Company entered into an assignment of license agreement with BioKinetix Research, Incorporated for the assignment of rights relating
to proprietary technologies of BioKinetix Research, Incorporated for the creation and commercialization of "superantibodies."
On July 8, 2003, the Company changed its name to "ProtoKinetix, Incorporated."

 The
Company's executive (or corporate) offices are located at 109 W Main St, Dalton, Ohio 44618. Our telephone number is (330)
445-4971 and our website is www.protokinetix.com.

 Cautionary
Note Regarding Forward-Looking Statements

 The
information discussed in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as well as some statements in press
releases and some oral statements of the Company's officers during presentations about the Company include "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements, other than statements of historical facts,
included herein and therein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of
potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations,
are forward looking statements. These forward looking statements are identified by their use of terms and phrases such as "may,"
"expect," "estimate," "project," "plan," "believe," "intend,"
"achievable," "anticipate," "will," "continue," "potential," "should,"
"could," and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking
statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not considered to be)
guarantees of future performance. Our results could differ materially from those anticipated in these forward-looking statements as a
result of certain factors, including, among others:

 •

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

 •

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

 •

 Ongoing
 testing of the AAGP molecule;

 •

 Our
 intellectual property position;

 •

 Our
 commercialization, marketing and manufacturing capabilities and strategy;

 •

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

 •

 The
 effects of competition;

 •

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

 •

 The
 effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and our common
 stock's limited trading history.

 Finally,
our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the section
entitled "Risk Factors" included elsewhere in this Annual Report. All forward looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere
in this Annual Report. Other than as required under securities laws, we do not assume a duty to update these forward looking statements,
whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

 Recent
Developments

 On
June 6, 2023, the Company announced the submission of a research paper describing cell characterization, graft evaluation, and yield
of islet-like cells differentiated from patient-derived iPSCS for the treatment and eventual cure of Type-1 Diabetes for publication
in Transplantation.

 Research
and Development

 Our
business depends on our ability to sponsor research and development activities. For the year ended December 31, 2022, the Company
incurred total research and development expenses of $448,873. For the year ended December 31, 2023, the Company incurred total
research and development expenses of $112,444. In order to reach the Company's goals of developing a marketable product,
we will need to increase the funding of our research and development activities which at this time is limited by our ability to raise
money to fund the Company.

 ITEM 1A.
 RISK
FACTORS

 The
Company's securities are highly speculative and involve a high degree of risk, including among other items the risk factors described
below. The below risk factors are intended to generally describe certain risks that could materially affect the Company and its
current business operations and activities.

 You
should carefully consider the risks described below and elsewhere herein in connection with any decision whether to acquire, hold or
sell the Company's securities. If any of the contingencies discussed in the following paragraphs or other materially adverse
events actually occur, the business, financial condition and results of operations could be materially and adversely affected.
In such case, the trading price of our common stock could decline, and you could lose all or a significant part of your investment.

 Our
Company has a lack of operating history and lack of revenues from operations. Our Company has no revenues and very limited
operating history. As of the date of this Annual Report, our most significant assets are cash and our intellectual property.
Our ability to successfully generate revenues from our intellectual property is dependent on a number of factors, including availability
of funds to complete development efforts, to adequately test and refine our products, and to commercialize our products. There
can be no assurance that we will not encounter setbacks with our products, or that funding will be sufficient to bring our products to
the point of commercialization.

 We
are dependent on our key personnel, and the loss of such personnel could adversely affect our business. We depend on the
continued performance of the members of our management team and our Business and Scientific Advisory Board who have contributed to the
expertise of our team and the position of our business. If we lose the services of members of our management teams, and are unable
to locate a suitable replacement in a timely manner, it could have a material adverse effect on our business. We do not expect
to obtain key man life insurance for any members of management in the foreseeable future.

 We
may experience difficulty implementing our business plan. Our business plan is to continue with the development of the
Company's intellectual property and to develop a product for sale commercially. We may require additional capital in order
to develop our products for sale commercially. There can be no assurance that we would be able to obtain additional capital on
reasonable terms, or at all.

 We
have been and expect to be significantly dependent on our collaborative agreements for the research, development and testing of AAGP,
which exposes us to the risk of reliance on the performance of third parties. In conducting our research and development
activities, we currently rely, and expect to continue to rely, on numerous collaborative agreements with third parties such as contract
research organizations, commercial partners, universities, governmental agencies and not-for-profit organizations for both strategic
and financial resources. The loss of, or failure to perform by us or our partners (who are subject to regulatory, competitive and
other risks) under any applicable agreements or arrangements, or our failure to secure additional agreements for our product candidates,
would substantially disrupt or delay our research and development and commercialization activities. Any such loss would likely
increase our expenses and materially harm our business, financial condition and results of operations.

 We
may have difficulty raising any needed additional capital. We may have difficulty raising needed capital in the future
as a result of, among other factors, our lack of revenues from operations, as well as the inherent business risks associated with our
Company and present and future market conditions. Our business currently generates no revenue from operations. We will likely
require additional funds to conduct research and development, establish and conduct non-clinical and clinical trials, secure clinical
and commercial-scale manufacturing arrangements and provide for marketing and distribution. If adequate funds are unavailable,
we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs,
product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

 We
are a research and product development stage company that has not yet developed or sold any products. To
date, we have not yet developed nor marketed a product. Ongoing testing of the AAGP molecule with three amino acids
joined to a monosaccharide by a gemdiflouride bond continues to show that there is significant promise in the field of medicine of preserving
cells, tissue and organs from various stresses. Tests have confirmed that the AAGP molecule improves the harvest
of cells from cryopreservation by 30% to 120%. We believe there is a market for AAGP to preserve cells, particularly
various stem cells, and we will continue testing with potential customers. At the same time, we are taking steps to improve the manufacturing
process to reduce costs and improve purity and biochemical activity.

 Even
if we develop product candidates which obtain regulatory approval they may never achieve market acceptance or commercial success.
 Even if we develop products and obtain FDA or other regulatory approvals, our products may not achieve market acceptance among
physicians, patients and third party payors and, ultimately, may not be commercially successful. Market acceptance of our product
candidates for which we receive approval depends on a number of factors. Any failure by our product candidates that obtain regulatory
approval to achieve market acceptance or commercial success would adversely affect our financial results.

 The
potential widespread acceptance of therapies that are alternatives to ours may limit market acceptance of our formulations or products,
even if commercialized. Many of our targeted diseases and conditions can also be treated by other medication or technologies.
These treatments may be widely accepted in medical communities and have a longer history of use. The established use of these competitive
drugs may limit the potential for our technologies, formulations and products to receive widespread acceptance if commercialized.

 The
market for our product candidates is rapidly changing and competitive, and new technologies treatments which may be developed by others
could impair our ability to maintain and grow our business and remain competitive. The pharmaceutical and biotechnology
industries are subject to rapid and substantial technological change. Developments by others may render our technologies and our
product candidates noncompetitive or obsolete, or we may be unable to keep pace with technological developments or other market factors.
Technological competition from pharmaceutical and biotechnology companies, universities, governmental entities and others now existing
or diversifying into the field is intense and is expected to increase. Many of these entities have significantly greater research
and development capabilities, human resources and budgets than we do, as well as substantially more marketing, manufacturing, financial
and managerial resources. These entities represent significant competition for us.

 Risks
Related to Product Development and Regulation

 Our
ability to generate revenues will be dependent on our ability to develop a product that complies with legal requirements.
Although the laws and regulations of the various jurisdictions in which we may operate vary in their technical requirements and are subject
to amendment from time to time, virtually all of these jurisdictions require licenses, permits, and other forms of approval. We
will have to apply for, and obtain, all requisite government licenses, registrations, findings of suitability, permits and approvals
necessary for us to do business in these new markets. We cannot offer any assurance that we will be able to obtain all necessary
licenses, registrations, findings of suitability, permits, or approvals.

 Our
failure to obtain costly government approvals, including required FDA approvals, or to comply with ongoing governmental regulations relating
to our technologies and product candidates could delay or limit introduction of our products and result in failure to achieve revenues
or maintain our ongoing business. Our research and development activities and the manufacture and marketing of our product
candidates are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the United States
and abroad. Before receiving FDA or foreign regulatory clearance to market our proposed formulations and products, we will have
to demonstrate that our formulations and products are safe and effective in the population. Clinical trials, manufacturing and
marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities.
The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the testing,
manufacture, labeling, advertising, distribution and promotion of drugs and medical devices. As a result, regulatory approvals
can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and other resources.

 Conducting
and completing the clinical trials necessary for FDA and/or Health Canada approval is costly and subject to intense regulatory scrutiny
as well as the risk of failing to meet the primary endpoint of such trials. We will not be able to commercialize and sell
our proposed products and formulations without completing such trials. In order to conduct clinical trials that are necessary to
obtain approval by the FDA and/or Health Canada to market a formulation or product, it is necessary to receive clearance from the FDA
and/or Health Canada to conduct such clinical trials. The FDA and/or Health Canada can halt clinical trials at any time for safety
reasons or because we or our clinical investigators did not follow the FDA's and/or Health Canada requirements for conducting clinical
trials. If we are unable to receive clearance to conduct clinical trials or the trials are permanently halted by the FDA and/or
Health Canada, we would not be able to achieve any revenue from such product as it is illegal to sell any drug or medical device for
human consumption or use without FDA and/or Health Canada approval.

 We
could be exposed to significant drug product liability claims which could be time consuming and costly to defend, divert management attention
and adversely impact our ability to obtain and maintain insurance coverage. The testing, manufacturing, marketing and
sale of our proposed products involve an inherent risk that product liability claims will be asserted against us. Product liability
insurance may prove inadequate to cover claims and/or litigation costs. Product liability claims or other claims related to our
products, regardless of their outcome, could require us to spend significant time and money in litigation or to pay significant settlement
amounts or judgments. Any successful product liability or other claim may prevent us from obtaining adequate liability insurance
in the future on commercially desirable or reasonable terms. An inability to obtain sufficient insurance coverage at an acceptable
cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our products
and product candidates. A product liability claim could also significantly harm our reputation and delay market acceptance of our
proposed formulations and products.

 Risk
Factors Related to Intellectual Property and Obsolescence

 We
rely on patents and other intellectual property to protect our business interests. We have attempted to protect our products
and will attempt to protect other products through a combination of trade secrets, confidentiality agreements, patents and other contractual
provisions. Patents only provide a limited protection against infringement, and patent infringement suits are complex, expensive,
and not always successful. Although the Company believes its patents will provide significant protection, there can be no assurance
that they will be issued and if they are, that they will provide enough protection.

 Because
it is difficult and costly to protect our proprietary rights, we may not be able to ensure their protection. Our commercial success
will depend in part on maintaining patent protection and trade secret protection for our products, as well as successfully defending
these patents against third-party challenges. We will only be able to protect our technologies from unauthorized use by third parties
to the extent that valid and enforceable patents or trade secrets cover them.

 The
patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions
for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in pharmaceutical
or biotechnology patents has emerged to date in the United States. The patent situation outside the United States is even more uncertain.
Changes in either the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value
of our intellectual property. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or
in third-party patents.

 Our
competitive position could be harmed if we are unable to enforce confidentiality agreements. Our proprietary information
is critically important to our competitive position and is a significant aspect of our business plan. We generally enter into confidentiality
agreements with most of our employees and consultants, and control access to, and distribution of, our documentation and other proprietary
information. Despite these precautions, we cannot assure you that these strategies will be adequate to prevent misappropriation
of our proprietary information. Therefore, we could be required to expend significant amounts to defend our rights to proprietary
information in the future if a breach were to occur.

 General
Corporate Risk Factors

 Insiders
continue to have substantial control over the Company. As of March 20, 2024, the Company's directors and executive
officers hold the current right to vote approximately 34.4% of the Company's outstanding voting stock; of which 28.4% is owned
or controlled, directly or indirectly by the Company CEO, Clarence Smith. In addition, the Company's directors and executive officers
have the right to acquire additional shares which could increase their voting percentage significantly. As a result, Mr. Smith acting
alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company's decisions
and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders for approval,
including the election and removal of a director, the removal of any officer and any merger, consolidation or sale of all or substantially
all of the Company's assets. Accordingly, this concentration of ownership may harm a future market price of the Company's
common stock by:

 Delaying,
 deferring or preventing a change in control of the Company;

 Impeding
 a merger, consolidation, takeover or other business combination involving the Company; or

 Discouraging
 a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.

 The
Company may not be able to continue as a going concern. Our independent public accountants noted that our recurring losses
from operations ($415,479 and $1,907,309 for the years ended December 31, 2023 and 2022, respectively) and negative net operating cash
flow ($375,989 and $804,669 for the years ended December 31, 2023 and 2022, respectively) raise substantial doubt about our ability to
continue as a going concern. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable
terms than would otherwise be available.

 The
Company is dependent upon additional financing which it may not be able to secure in the future. As it has in the past,
the Company will likely continue to require financing to address its working capital needs, continue its development efforts, support
business operations, fund possible continuing operating losses, and respond to unanticipated capital requirements. There can be
no assurance that additional financing or capital will be available and, if available, upon acceptable terms and conditions. To
the extent that any required additional financing is not available on acceptable terms, the Company's ability to continue in business
may be jeopardized and the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until
sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Such a plan could have a material adverse effect on the Company's business, financial condition and results of operations, and
ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy.

 Our
management is relatively inexperienced with running a public company and could create a risk of non-compliance. Management's
inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against
us and a negative impact on our stock price.

 Compliance
with changing regulation of corporate governance and public disclosure may result in additional expenses and could create a risk of non-compliance.
 Changing laws, regulations and standards relating to corporate governance and public disclosure have created uncertainty
for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting.
These corporate governance standards are the product of many sources, including, without limitation, public market perception, stock
exchange regulations and SEC disclosure requirements. Our management team expects to invest significant management time and financial
resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative
expenses and a diversion of management time and attention from revenue generating activities to compliance activities. Management's
inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against
us and a negative impact on our stock price.

 As
a company with a class of securities registered pursuant to the Exchange Act the Company has significant obligations under the Exchange
Act. Having a class of securities registered under the Exchange Act is a time consuming and expensive process and subjects the
Company to increased regulatory scrutiny and extensive and complex regulation. Complying with these regulations is expensive
and requires a significant amount of management's time. For example, public companies are obligated to institute and
maintain financial accounting controls and for the accuracy and completeness of their books and records. These requirements
could necessitate additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.

 Risk
Factors Related to Our Common Stock

 The
Company will face significant regulation by the SEC and state securities administrators. The holders of shares of the
Company's common stock and preferred stock may not offer or sell the shares in private transactions or (should a public market
develop, of which there can be no assurance) public transactions without compliance with regulations imposed by the SEC and various state
securities administrators. To the extent that any holder desires to offer or sell any such shares, the holder must prove to the reasonable
satisfaction of the Company that he has complied with all applicable securities regulations, and the Company may require an opinion of
the holder's legal counsel to that effect. Thus, there can be no assurance that the holder will be able to resell the shares or
any interest therein when the holder desires to do so.

 Our
existing stockholders could experience further dilution if we elect to raise equity capital to meet our liquidity needs or finance a
strategic transaction. As part of our growth strategy we may desire to raise capital and or utilize our common stock to
effect strategic business transactions. Either such action will likely require that we issue equity (or debt) securities which
would result in dilution to our existing stockholders. Although we will attempt to minimize the dilutive impact of any future capital-raising
activities or business transactions, we cannot offer any assurance that we will be able to do so. If we are successful in raising
additional working capital, we may have to issue additional shares of our common stock at prices at a discount from the then-current
market price of our common stock.

 Because
we have no plans to pay dividends on our common stock, investors must look solely to stock appreciation for a return on their investment
in us. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently
intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be
at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements,
level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the
board of directors deems relevant. Investors must rely on sales of their common stock after price appreciation, which may never
occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common
stock.

 As
our stock is not listed on a national securities exchange, trading in our shares will be subject to rules governing "penny stocks,"
which will impair trading activity in our shares. Our stock is not on a national securities exchange. Therefore, our stock
is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in "penny stocks."
Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock"
not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the SEC. That disclosure document
advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker
is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise
caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson
with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide
the customer with certain other information and must make a special written determination that the "penny stock" is a suitable
investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that,
following the proposed transaction, the broker provide the customer with monthly account statements containing market information about
the prices of the securities.

 The
over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not be able to resell
your shares at or above the public sale price. The securities of companies such as ours have historically experienced extreme price and
volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends
in the industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results,
may have a negative effect on the market price of our common stock.

 ITEM 1B.

UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 As
a smaller reporting company, we are not required to provide the information required for this item.

 ITEM 2.

PROPERTIES

 The
Company's principal executive office, for all operations during the year 2023 was at 109 W. Main St, Dalton, Oh 44618.

 The
Company does not have a lease for its principal executive office but rents month to month. A lease on the space is held by the CFO's,
company, The Guzzetta Company LLC. The Company paid $500 per month for the office ($500 in 2022). ProtoKinetix
does not own any real property.

 ITEM 3.

LEGAL PROCEEDINGS

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

 ITEM 4.
 MINE
SAFETY MATTERS

 Not
applicable.

 PART
II

 ITEM 5.

 MARKET
 FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
common stock is currently quoted on OTCQB tier of the OTC Markets under the symbol "PKTX". The table below sets forth
the high and low bid prices of the Company's common stock during the periods indicated as reported on OTC Markets Inc. (www.otcmarkets.com).
The quotations are inter-dealer prices without retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

 2023

 Low

 High

 First Quarter

 $
 0.021

 $
 0.032

 Second Quarter

 0.018

 0.035

 Third Quarter

 0.018

 0.030

 Fourth Quarter

 0.010

 0.029

 2022

 Low

 High

 First Quarter

 $
 0.051

 $
 0.092

 Second Quarter

 0.022

 0.060

 Third Quarter

 0.023

 0.049

 Fourth Quarter

 0.018

 0.041

 Holders

 As
of December 31, 2023, there were approximately 114 stockholders of record of the Company's common stock. This does not include
an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in "street name."

 Dividends

 We
have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined
by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs
and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and
our future credit arrangements may then impose.

 Adoption
and Amendment of the 2017 Stock Option and Stock Bonus Plan

 On
December 30, 2016, the Board of Directors of the Company the ("Board") adopted the 2017 Stock Option and Stock Bonus Plan
(the ""2017 Plan"). The Board adopted the 2017 Plan as it anticipates utilizing equity compensation as part of
its ongoing standard corporate operations and in connection with its contemplated activities going forward.

 On
November 9, 2018, the Board amended the 2017 Stock Option and Stock Bonus Plan to increase the aggregate number of shares that may be
issued under the 2017 Plan from 30,000,000 to 50,000,000 shares subject to adjustment as provided therein to continue to incentivize
contractors and future employees (if any) of the Company (the amended 2017 Plan is hereinafter referred to as the "Amended 2017
Plan"). On July 15, 2019, the Board again amended the Amended 2017 Plan to increase the aggregate number of shares that may
be issued under the 2017 Plan from 50,000,000 to 89,700,000 shares. On April 6, 2020, the Board approved an amendment to the 2017 Plan
to reduce the number of shares of common stock of the Company available for issuance pursuant to the 2017 Plan from 89,700,000 shares
to 85,700,000 shares. On February 16, 2022, the Board approved an amendment to the 2017 Plan to increase the number of shares of common
stock of the Company available for issuance pursuant to the 2017 Plan from 85,700,000 shares to 97,700,000 shares.

 The
Amended 2017 Plan also provides for the ability of the Board to extend the exercise period of an option and provides for flexibility
in the event of a change in control of the Company or consolidation or merger.

 The
Amended 2017 Plan is administered by the Board, or a committee appointed by the Board. In addition to determining who will be granted
options or bonuses, the committee has the authority and discretion to determine when options and bonuses will be granted and the number
of options and bonuses to be granted. The committee also may determine a vesting and/or forfeiture schedule for bonuses and/or
options granted, the time or times when each option becomes exercisable, the duration of the exercise period for options and the form
or forms of the agreements, certificates or other instruments evidencing grants made under the Amended 2017 Plan. The committee
may determine the purchase price of the shares of common stock covered by each option and determine the fair market value per share.
The committee also may impose additional conditions or restrictions not inconsistent with the provisions of the Amended 2017 Plan.
The committee may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the
Amended 2017 Plan.

 The
committee also has the power to interpret the Amended 2017 Plan, and the provisions in the instruments evidencing grants made under it,
and is empowered to make all other determinations deemed necessary or advisable for the administration of it.

 Participants
in the Amended 2017 Plan may be selected by the committee from employees, officers, consultants and advisors (including board members)
of ProtoKinetix. The committee may take into account the duties of persons selected, their present and potential contributions
to the success of ProtoKinetix and such other considerations as the committee deems relevant to the purposes of the Amended 2017 Plan.

 In
the event of a change, such as a stock split, is made in the Company's capitalization which results in an exchange or other adjustment
of each share of common stock for or into a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses
and in the exercise price and in the number of shares subject to each outstanding option. The committee also may make provisions
for adjusting the number of bonuses or underlying outstanding options in the event the Company effects one or more reorganizations, recapitalizations,
rights offerings, or other increases or reductions of shares of its outstanding common stock. Options and bonuses may provide that
in the event of the dissolution or liquidation of ProtoKinetix, a corporate separation or division or the merger or consolidation of
ProtoKinetix, the holder may exercise the option on such terms as it may have been exercised immediately prior to such dissolution, corporate
separation or division or merger or consolidation; or in the alternative, the committee may provide that each option granted under the
2017 Plan shall terminate as of a date fixed by the committee.

 The
exercise price of any option granted under the Amended 2017 Plan must be no less than 100% of the "fair market value" of
ProtoKinetix's common stock on the date of grant. Any incentive stock option granted under the Amended 2017 Plan to a person
owning more than 10% of the total combined voting power of the common stock must be at a price of no less than 110% of the fair market
value per share on the date of grant.

 The
exercise price of an option may be paid in cash, in shares of ProtoKinetix 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. The committee determines
whether or not property other than cash or common stock may be used to purchase the shares underlying an option and shall determine the
value of the property received.

 As
of both December 31, 2023 and March 20, 2024, 94,290,000 options remain as granted under the Amended 2017 Plan.

Authorized for Issuance Under Equity Compensation Plans

 The
following table sets forth securities authorized for issuance under equity compensation plans, including but not limited to the Amended
2017 Plan and individual compensation arrangements as of December 31, 2023:

 Plan category

 of securities
 to
 be issued upon
 exercise
 of outstanding options,
 warrants
 and rights

 Weighted-average
 exercise
 price of
 outstanding
 options, warrants and rights

 of securities remaining available
 for
 future issuance
 under
 equity compensation plans (excluding securities
 reflected
 in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation plans not approved by security holders

 107,590,000

 $
 0.06

 Total

 107,590,000

 $
 0.06

the year ended December 31, 2023, warrants to purchase 13,300,000 (2022 – 13,300,000) shares of common stock of the Company were
outstanding (see Note 6 of the notes to the financial statements). As of the year ended December 31, 2023, there were options outstanding
representing a total of 94,290,000 (2022 – 94,290,000) shares of common stock to be issued upon exercise, of which: (i) options
to purchase 94,290,000 shares of common stock were outstanding under the Amended 2017 Plan; and (ii) warrants outstanding to purchase
13,300,000 shares of common stock not pursuant to any plan.

 Recent
Sales of Unregistered Securities and Use of Proceeds

 Between
January 23, 2023 and February 13, 2023, the Company issued 4,000,000 shares of common stock to accredited investors in a private placement
for gross proceeds of $80,000. Mr. Smith was one of the investors and 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 February 6, 2023 and an amended Form D on February 15, 2023.

 Between
April 10, 2023 and June 15, 2023, the Company issued 8,750,000 shares of common stock to accredited investors in a private placement
for gross proceeds of $175,000. Mr. Smith was one of the investors and purchased 5,750,000 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 February 6, 2023, an amended Form D on February 15, 2023, an amended Form D with the SEC on May
25, 2023, and an amended Form D on June 16, 2023.

 Between
July 31, 2023 and August 29, 2023, the Company issued 3,250,000 shares of common stock to accredited investors in a private placement
for gross proceeds of $65,000. Mr. Smith was one of the investors and purchased 1,500,000 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 February 6, 2023, an amended Form D on February 15, 2023, an amended Form D with the SEC on May
25, 2023, and an amended Form D on June 16, 2023, and an amended Form D with the SEC on September 7, 2023.

 On
December 28, 2023 the Company issued 7,333,334 shares of common stock to Mr. Smith, an accredited investor, in a private placement for
gross proceeds of $110,000. Each share of common stock had a purchase price of $0.015. 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 December 28, 2023.

 ITEM 6.

[RESERVED]

 Not
applicable.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion provides information regarding the results of operations for the years ended December 31, 2023 and 2022, and our
financial condition, liquidity and capital resources as of December 31, 2023 and 2022. The financial statements and the notes thereto
contain detailed information that should be referred to in conjunction with this discussion.

 The
following discussion and analysis should be read in conjunction with and our historical financial statements and the accompanying notes
included elsewhere in this Annual Report on Form 10-K, as well as the Risk Factors and the Cautionary Note Regarding Forward-Looking
Statements included above.

 Results
of Operations

 For the
 Years Ended

 2023

 2022

 Operating Expenses

 $
 48,259

 $
 58,450

 General and Administrative

 99,619

 162,749

 Professional Fees

 155,157

 166,254

 Research and Development

 112,444

 448,873

 Share-Based Compensation

 —

 Total operating expenses

 415,479

 1,907,309

 Loss from Operations

 (415,479
)

 (1,907,309
)

 Net Loss

 $
 (415,479
)

 $
 (1,907,309
)

 Revenues

 We
had no revenues for the years ended December 31, 2023 and 2022.

 Gross
profit and expenses

 The
Company's net loss was $415,479 for the year ending December 31, 2023 compared to $1,907,309 for the year ending December 31, 2022.
These expenses were primarily incurred for professional fees, share-based compensation related to the operations of the Company's
business, research and development and other general and administrative expenses. Significant changes from the prior year include:

 •

 Professional
 fees decreased by $11,097, year over year going to $155,157 from $166,254 as legal and auditing fees contributed to a small
 decrease, while accounting activity remained unchanged over prior year totals.

 •

 Share-based
 compensation decreased by $1,070,983 from $1,070,983 to $Nil primarily because the Company did not issue share options as a form
 of compensation.

 •

 Research
 and development decreased significantly by $336,429 from $448,873 to $112,444 as the Company scaled back on new research and moves
 toward leveraging the positive study findings. New projects will be targeted investments expanding the development of
 the AAGP molecule through institutional collaborations and industry partnerships. The Company is making a concentrated
 effort to find industry partners to move research forward.

 •

 General
 and administrative expenses pushed downward again year over year, changing by $63,130 from $162,749 to $99,619 due to the spending
 cuts in marketing, press releases and social media exposure. Majority of new information is currently released through updates to
 Company website.

 Our
expenses in 2023 were $415,479 which included $155,157 in professional fees. We operate the Company by hiring outside consultants to
assist us with management, strategic planning, organization and daily operations. These professional consulting services are related
to marketing, accounting, merger opportunities as well as research development services. The Company also incurred total research
and development expenses of $112,444 and general and administrative costs of $99,619 during the year ended December 31, 2023.

 Liquidity
and Capital Resources

 As at

 31,

 2023

 2022

 Cash

 $
 20,408

 $
 25,550

 Working Capital

 $
 (23,238
)

 $
 (14,930
)

 At
December 31, 2023, we had $20,408 in cash and $21,458 in total current assets. As of December 31, 2023, we had a working capital
equity deficit position of $23,238. Although as of the date of this Annual Report we do not believe we have sufficient capital
to meet cash flow projections and carry forward our business objectives in the short-term, the Company will need additional working capital
to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. There
can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our business.

 The
failure to secure adequate outside funding would have an adverse effect on our plan of operation and results therefrom and a corresponding
negative impact on stockholder liquidity.

 Sources
and Uses of Cash for the Years ended December 31, 2023 and 2022

 Net
Cash Used in Operating Activities

the year ended December 31, 2023, net cash used in operating activities decreased $428,680 from $804,669 to $375,989 for the years ended
December 31, 2022 and 2023, respectively. This decrease was predominantly due to the overall decreased spending on web marketing, news
releases, and social media, as well as significant reduction in new research spending. Informative updates have been posted on the Company
website, reducing the need for news releases and associated expenses.

 Net
Cash Used in Investing Activities

the year ended December 31, 2023, net cash used in investing activities decreased by $72,896 primarily from reduced number of new patent
applications. Current year spending was narrowed to maintenance of existing patent family. Net cash used for investing activities for
the year ended December 31, 2022 was $132,049. Net cash used for investing activities for the year ended December 31, 2023 was
$59,153.

 Net
Cash Provided by Financing Activities

the year ended December 31, 2022, net cash provided by financing activities reduced by $474,700 from $904,700 to $430,000 for the years
ended December 31, 2022 and 2023 respectively. This decrease was predominantly due to a reduction in funding of new research through
private placement of common stock shares.

 Going
Concern

 The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
("U.S. GAAP"), which contemplate continuation of the Company as a going concern. The history of losses and the potential
inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue
as a going concern. In spite of the fact that the current cash obligations of the Company are relatively minimal, given the cash position
of the Company, we have very little cash to operate. We intend to fund the Company and attempt to meet corporate obligations by selling
common stock. However, the Company's common stock is at a low price and trading is not consistent.

 Off-Balance
Sheet Arrangements

 None.

 Contractual
Obligations

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

 Critical
Accounting Policies

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

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

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

 Share-Based

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

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

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

Assets – Patent and Patent Application Costs

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

 As
at December 31, 2023, the Company does not hold any intangible assets with indefinite lives.

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

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

is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization
has been recognized on the not yet approved patent application costs for any new patents as at December 31, 2023.

 Sales
and Marketing

 The
Company is currently not selling or marketing any products.

 Inflation

 Although
management expects that our operations will be influenced by general economic conditions, we do not believe that inflation had a material
effect on our results of operations during the year ending December 31, 2023.

 ITEM 7A.
 QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, we are not required to provide the information required by this item.

 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information required by this Item begins on page F-1 of this Annual Report on Form 10-K and is incorporated into this part by reference.

 ITEM 9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.

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, 2023 (the end of the period covered by this report). Based on that evaluation, our principal executive
officer and our principal accounting officer concluded that these disclosure controls and procedures are 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

 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. GAAP. Our ICFR are expected to include those policies and procedures that management believes are necessary that:

 (1)

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

 (2)

 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; and

 (3)

 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, 2023, 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, 2023.

 Material
Weaknesses Identified

 In
connection with the preparation of our financial statements for the year ended December 31, 2023, 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, 2023,
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 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, 2023, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B.
 OTHER INFORMATION

the Company's fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement.

 ITEM 9C.
 Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

 As
of March 20, 2024, the Company's current officers and directors consist of the following persons:

 Name

 Age

 Title

 Year
 Appointed

 Chairman,
 Chief Executive Officer, President

 February
 2015

 June
 2014

 R Guzzetta

 Chief
 Financial Officer

 November
 2017

 Edward
 P. McDonough

 July
 2015

E. 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. In 1981, Mr. 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. Mr. 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. Mr. Smith served as Chairman of the Board and CEO of Trans Energy, Inc. from 2005 to 2006.
Mr. Smith graduated from St. Marys High School in West Virginia in 1981.

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

 Edward
P. 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. 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. Mr. 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.
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. Mr. 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.

 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 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 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 or nominating 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. The Board of Directors deems it appropriate for all directors to consider director nominees.

 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).

 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 current member on the board is:

 Mr.
 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, 2023 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable
to them except that Mr. Smith filed two Forms 4 late representing two transactions not reported on a timely basis.

 ITEM 11.

EXECUTIVE COMPENSATION

 The
following table summarizes the annual compensation paid to ProtoKinetix's named executive officers for the two years ended December
31, 2023 and 2022:

 Summary
Compensation Table for Executive Officers

 Name
 and Principal Position

 Fiscal

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards(1)

 ($)

 Non-equity

 Incentive

 Plan

 ($)

 Nonqualified

 Deferred

 Earnings

 ($)

 All
 Other

 ($)

 Total

 ($)

 President
 & CEO

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 2022

 -

 -

 -

 364,426

 -

 -

 -

 364,426

 R. Guzzetta

 Chief
 Financial Officer

 2023

 60,000

 -

 -

 -

 -

 -

 -

 60,000

 2022

 60,000

 -

 -

 86,723

 -

 -

 -

 146,723

 (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

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

E. Smith – Mr. 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. Mr. 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.

 Mr.
Smith is also entitled to a termination fee if the agreement is terminated for the following two reasons:

 •

 A
 termination without cause: If Mr. 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. Smith and the Company entered into an amendment to the 2017 Smith Agreement (the "September Amendment"),
whereby the term of the agreement was extended from December 31, 2017 to December 31, 2018 and automatically renews for one-year increments
under the same terms and conditions of the 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
December 7, 2022, in connection with Mr. Smith's continued service to the Company, the Company cancelled, and concurrently replaced 32,350,000 stock
options previously issued to 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 Awards at Fiscal Year-End" for a description of the option grants held by Mr. Smith.

R. Guzzetta – Mr. Guzzetta is Chief Financial Officer of the Company. He entered into a consulting agreement with
the Company dated November 14, 2017. The consulting agreement term is from November 14, 2017 to December 1, 2018, with automatic renewal
in one-year increments with both parties having a right to terminate by giving either party notice 30 days prior to the end of the term.
It also provides for a monthly consulting fee of $5,000. In 2023, the Company paid Mr. Guzzetta $60,000 in consulting fees, and reimbursed
The Guzzetta Company LLC $6,000 for office rent of $500 monthly. In 2022, he received $60,000 in consulting fees and The Guzzetta Company
LLC was reimbursed $11,025 for office rent of $1,050 monthly.

 On
December 7, 2022, in connection with Mr. Guzzetta's continued service to the Company, the Company cancelled, and concurrently replaced 13,260,000 stock
options previously issued to Mr. Guzzetta 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 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 Awards at Fiscal Year-End" for a description of the option grants held by Mr. Guzzetta.

 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, 2023.

 Name

 of
 Underlying
 Unexercised
 Options
 (#)
 Exercisable

 of
 Underlying
 Unexercised
 Options
 (#)
 Unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Clarence E. Smith

 32,350,000
 (1)

 —

 0.028

 12/06/2028

 Michael R. Guzzetta

 13,260,000
 (2)

 —

 0.028

 12/06/2028

 (1)

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

 (2)

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

 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, 2023:

 Fees

 Earned
 or Paid in Cash

 Bonus

 Stock

 Awards
 (1)

 Option

 Awards
 (2)

 Nonequity

 Incentive

 Plan

 Nonqualified

 Deferred

 Earnings

 All
 Other

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Edward P. McDonough

 —

 —

 —

 —

 —

 —

 —

 —

 (1)

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

 (2)

 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.

 (3)

 As
 of December 31, 2023, 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 6, 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 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, 2023, in connection with Mr. McDonough's continued service to the Company, the Company cancelled, and concurrently
replaced 7,500,000 stock options previously issued to Mr. McDonough pursuant to the Company's Amended 2017 Plan between
2018 to 2020 at various 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.

 ITEM 12.

 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 20, 2024, 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.

 Name & Address
 of Beneficial Owner

 Amount
 and
 Nature
 of
 Beneficial
 Ownership

 Beneficial
 Ownership
 Percentage
 as
 of
 March
 20, 2024 (1)

 More than 5% Stockholders

 Grant Young (2)

 52,301,250

 13.45
 %

 Alexandra Smith (3)

 27,700,776

 7.99
 %

 John & Edith Smith (4)

 23,458,709

 6.77
 %

 Directors and Named Executive Officers

 Clarence E. Smith(5)

 106,320,426

 28.05
 %

 Michael R. Guzzetta(6)

 13,996,369

 3.89
 %

 Edward P. McDonough(7)

 7,500,000

 2.12
 %

 All directors and executive officers as a group:

 127,816,795

 34.06
 %

 (1)

 Based
 on 346,713,485 shares of common stock outstanding on March 20, 2024, and, with respect to each individual holder, rights to
 acquire common stock exercisable within 60 days of March 20, 2024.

 (2)

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

 (3)

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

 (4)

 of 23,458,709 shares of common stock jointly owned by John and Edith Smith directly.

 (5)

 of 58,547,777 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, and the right to acquire 32,350,000 shares of common stock upon option exercise.

 (6)

 of 736,369 shares of common stock owned by Mr. Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise
 of stock options.

 (7)

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

 ITEM 13.

 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 (2022 - $60,000) was paid or accrued to
the Company's CFO. During the year ended December 31, 2023, the Company reimbursed a company controlled by the CFO a total of $6,000 (2022
- $11,025) in office rent.

 Please
refer to "Recent Sales of Unregistered Securities and Use of Proceeds" for a description of the securities purchased by Mr.
Smith during 2023.

 Please
refer to "Outstanding Equity Awards at Fiscal Year-End" for a description of the option grants held by Mr. Smith and Mr.
Guzzetta.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 For
the years ended December 31, 2023 and 2022, Davidson & Company LLP, Chartered Professional Accountants ("Davidson") the
Company's principal accountants billed the Company $30,366 and $28,847, respectively for fees for the audit of the Company's
annual financial statements. All amounts are in U.S. dollars.

 Audit-Related
Fees

 For
the years ended December 31, 2023 and 2022, 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."

 Tax
Fees

 For
the years ended December 31, 2023 and 2022, Davidson billed $4,000 in 2023 and $3,500 in 2022 for professional services for tax compliance,
tax advice, and tax planning.

 All
Other Fees

 For
the years ended December 31, 2023 and 2022, 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, 2023 and 2022, Davidson billed the Company $25,811 and $25,293 for fees for the review of the Company's
quarterly financial statements. All amounts are in U.S. dollars.

 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.

 PART
IV

 ITEM 15.
 EXHIBITS,
FINANCIAL STATEMENTS AND SCHEDULE

 EXHIBIT

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

 Exhibit

 Description

 3.1

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

 3.2

 Amended and Restated Bylaws of the Company as approved on December 20, 2021(2)

 4.1

 Amended 2017 Stock Option and Stock Bonus Plan(3)

 4.2

 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(6)

 4.3

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

 4.4

 Consultant Warrant(12)

 4.5

 Form of Warrant(12)

 4.6

 Description of Capital Stock of the Company*

 10.1

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

 10.2

 Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(5)

 10.3

 Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(7)

 10.4

 Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(7)

 10.5

 Consulting Agreement between the Company and Grant Young, dated December 30, 2016(8)

 10.6

 First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(9)

 10.7

 First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(9)

 10.8

 First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(9)

 10.9

 Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(11)

 14.1

 Code of Business Conduct
 and Ethics and Whistleblower Policy adopted July 8, 2019(6)

 31.1

 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 1.

 Current Report on Form 8-K filed on February 14, 2022 with the SEC.

 2.

 Current Report on Form 8-K filed on December 23, 2021 with the SEC.

 3.

 Current Report on Form 8-K filed on November 13, 2018 with the SEC.

 4.

 Annual Report on Form 10-K filed on April 14, 2015 with the SEC.

 5.

 Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC.

 6.

 Current Report on Form 8-K filed on July 17, 2019 with the SEC.

 7.

 Annual Report on Form 10-K filed on February 21, 2017 with the SEC.

 8.

 Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC.

 9.

 amended Current Report on Form 8-K filed on September 12, 2017 with the SEC.

 10.

 Current Report on Form 8-K filed on April 10, 2020 with the SEC.

 11.

 Current Report on Form 8-K filed on November 15, 2017 with the SEC.

 12.

 Annual Report on Form 10-K filed on March 17, 2023 with the SEC.

 *

 Filed herewith.

 **

 Furnished, not filed herewith.

 ITEM
16.
 Form
 10-K Summary

 This
Item is optional and the registrant is not required to furnish this information.

 SIGNATURES

 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.

 Dated: March 20, 2024

 By:

 /s/ Clarence

 Principal Executive Officer

 Dated: March 20, 2024

 By:

 /s/ Michael
 R. Guzzetta

 R. Guzzetta

 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:

 Dated: March 20, 2024

 By:

 /s/ Clarence

 Chief
 Executive Officer (principal executive officer)

 &
 Chairman of the Board

 Dated: March 20, 2024

 By:

 /s/ Edward
 P. McDonough

 Edward
 P. McDonough

 (A

 FINANCIAL
 STATEMENTS

 31, 2023

 (Stated
 in US Dollars)

 C
O N T E N T S

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

 FINANCIAL STATEMENTS

 BALANCE SHEETS

 STATEMENTS OF OPERATIONS

 STATEMENT OF STOCKHOLDERS' EQUITY

 STATEMENTS OF CASH FLOWS

 F- 1

 Report of Independent Registered Public Accounting Firm

 To the Shareholders and Directors of

 Protokinetix, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Protokinetix, Inc. (the "Company") as of December 31, 2023 and 2022, and the related statements of operations, stockholders'
equity, and cash flows for the years then ended, 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,
2023 and 2022, and the results of its operations and its cash flows for the years December 31, 2023 and 2022, in conformity with
accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, 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 of $47,863,958 and a working capital deficiency of $23,238 at December 31, 2023. Management's plans in regard
to these matters are also described in Note 1, The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. 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 entity's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 Fair value of intangible assets

 As discussed in Note 4 to the financial statements,
the Company held intangible assets of $459,099 relating to patent and patent application rights.

 We identified the estimation of the fair value of
intangible assets as a critical audit matter. Subjective auditor judgment was required to evaluate management's estimates and assumptions
used to determine the fair value of the intangible assets, including the economic useful life over which the patent rights are being amortized
and whether indicators of impairment were present.

 The following are the primary procedures we performed
to address this critical audit matter:

 We obtained management's impairment analysis of intangible assets and assessment of impairment triggers.

 We assessed the consistency and reasonableness of the assumptions used by management in performing the impairment test and whether
there were any changes in the expected useful life as compared to prior years.

 We discussed with management the plans and intent for the patents and patent applications.

 We reviewed the Company's ability to fund future activities and reviewed any available budgets for future periods.

 We confirmed title to ensure patent rights and patent application rights remain in good standing.

 We have served as the Company's auditor since
2008.

 /s/ DAVIDSON & COMPANY LLP

 Vancouver, Canada

 Chartered Professional Accountants

 March 20, 2024

 F- 3

 (A

 BALANCE
SHEETS

 As
of December 31, 2023 and 2022

 2023

 2022

 ASSETS

 Current Assets

 Cash

 $
 20,408

 $
 25,550

 Prepaid expenses and deposits (Note 3)

 1,050

 1,050

 Total current assets

 21,458

 26,600

 Intangible assets (Note 4)

 459,099

 436,270

 Total assets

 $
 480,557

 $
 462,870

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts payable and accrued liabilities

 $
 44,696

 $
 41,530

 Total liabilities

 44,696

 41,530

 Stockholders' Equity

 Common stock, $ 0.0000053 par value; 500,000,000 common shares authorized; 346,213,485 and 322,880,151 shares issued and outstanding for 2023 and 2022 respectively (Note 7)

 1,850

 1,726

 Additional paid-in capital

 48,297,969

 47,868,093

 Accumulated deficit

 ( 47,863,958
)

 ( 47,448,479
)

 Total stockholders' equity

 435,861

 421,340

 Total liabilities and stockholders' equity

 $
 480,557

 $
 462,870

 Basis
of Presentation – Going Concern Uncertainties (Note 1)

 Commitments
and Contingency (Note 9)

 See

 F- 4

PROTOKINETIX, INCOPORATED

 (A

 STATEMENTS
OF OPERATIONS

 For
the Years Ended December 31, 2023 and 2022

 2023

 2022

 EXPENSES

 Amortization – intangible assets (Note 4)

 $
 48,259

 $
 58,450

 General and administrative

 99,619

 162,749

 Professional fees (Note 8)

 155,157

 166,254

 Research and development

 112,444

 448,873

 Share-based compensation (Notes 5 and 8)

 —

 Operating Income (Expenses)

)

)

 $
)

 $
)

 Net loss per common share (basic and diluted)

 $
 ( 0.01
)

 $
 ( 0.01
)

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

 333,102,754

 307,392,069

 See

 F- 5

 (A

 STATEMENT
OF STOCKHOLDERS' EQUITY

 For
the Years Ended December 31, 2023 and 2022

 Common Stock

 Additional
 paid-in

 Accumulated

 Shares

 Amount

 capital

 deficit

 Total

 Balance, December 31, 2021

 297,393,485

 $
 1,591

 $
 45,892,545

 $
 ( 45,541,170
)

 $
 352,966

 Fair value of share-based compensation

 —

 —

 —

 Issuance of common stock pursuant to private placement offering

 25,486,666

 904,565

 —

 904,700

 —

 —

 —

)

)

 Balance, December 31, 2022

 322,880,151

 $
 1,726

 $
 47,868,093

 $
 ( 47,448,479
)

 $
 421,340

 See

 F- 6

 (A

 STATEMENT
OF STOCKHOLDERS' EQUITY

 For
the Years Ended December 31, 2023 and 2022

 Common Stock

 Additional
 paid-in

 Accumulated

 Shares

 Amount

 capital

 deficit

 Total

 Balance, December 31, 2022

 322,880,151

 $
 1,726

 $
 47,868,093

 $
 ( 47,448,479
)

 $
 421,340

 Issuance of common stock pursuant to private placement offering

 23,333,334

 429,876

 —

 430,000

 —

 —

 —

)

)

 Balance, December 31, 2023

 346,213,485

 $
 1,850

 $
 48,297,969

 $
 ( 47,863,958
)

 $
 435,861

 See

 F- 7

 (A

 STATEMENTS
OF CASH FLOWS

 For
the Years Ended December 31, 2023 and 2022

 2023

 2022

 CASH FLOWS USED IN OPERATING ACTIVITIES

 $
)

 $
)

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

 Amortization – intangible assets

 48,258

 58,450

 Fair value of compensatory options granted

 —

 Changes in operating assets and liabilities:

 Prepaid expenses and deposits

 —

 24,945

 Accounts payable and accrued liabilities

 ( 8,768
)

 ( 51,738
)

 Net cash used in operating activities

 ( 375,989
)

 ( 804,669
)

 CASH FLOWS USED IN INVESTING ACTIVITIES

 Purchase of intangible assets

 ( 59,153
)

 ( 132,049
)

 Net cash used in investing activities

 ( 59,153
)

 ( 132,049
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock for cash

 251,000

 904,700

 Issuance of common stock for shareholder advance

 179,000

 —

 Net cash from financing activities

 430,000

 904,700

 Net change in cash

 ( 5,142
)

 ( 32,018
)

 Cash, beginning of year

 25,550

 57,568

 Cash, end of year

 $
 20,408

 $
 25,550

 Cash paid for interest

 $
 —

 $
 —

 Cash paid for income taxes

 $
 —

 $
 —

 Supplementary information – non-cash transactions:

 There were 10,783,334 shares issued in settlement of shareholder advance

 $
 179,000

 $
 —

 Intangible asset costs remaining in accounts payable

 11,934

 See

 F- 8

 (A

 NOTES
TO FINANCIAL STATEMENTS

31, 2023

 Note
1. Basis of Presentation – Going Concern Uncertainties

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

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

 The
Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
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 of $ 47,863,958 and a working capital deficiency of $ 23,238 at December 31,
2023. These factors raise substantial doubt about the Company's ability to continue as a going concern.

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

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

 Note
2. Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying 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.

 F- 8

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

 Use
of Estimates

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

 Cash

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

 Fair
Value of Financial Instruments

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

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

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

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

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

 At
December 31, 2023, there were no other assets or liabilities subject to additional disclosure.

 Income
Taxes

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

 F- 9

 Note
2. 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 at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization
and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied
in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

 As
at December 31, 2023, the Company does not hold any intangible assets with indefinite lives.

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

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

is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company's patents, whereas no amortization
has been recognized on the not yet approved patent application costs at December 31, 2023.

 Research
and Development Costs

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

 Loss
per Share and Potentially Dilutive Securities

 Basic
loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares
outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings
per share) and potentially dilutive securities. The effect of 94,290,000 stock options (December 31, 2022 – 94,290,000) and
 13,300,000 warrants (December 31, 2022 – 13,300,000) 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.

 Share-Based

 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.

 F- 10

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

 Share-Based
Compensation (cont'd)

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

 Common
stock

 Common
stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement
date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is
reached or the date at which the counterparty's performance is complete. Transaction costs directly attributable to the issuance of common
stock, units and stock options are recognized as a deduction from equity, net of any tax effects.

 Related
Party Transactions

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

 Recent
Accounting Pronouncements

 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.

 Note
3. Prepaid Expenses and Deposits

 The
following summarizes the Company's prepaid expenses and deposits outstanding as at December 31, 2023 and 2022:

 Schedule of prepaid expenses

 2023

 2022

 Rental deposit

 $
 1,050

 $
 1,050

 F- 11

 Note
4. Intangible Assets

asset transactions are summarized as follows:

 Schedule of intangible asset transactions

 Intangible asset transactions

 Patent Rights

 Patent Application

 Rights

 Total

 Cost

 Balance, December 31, 2021

 $
 30,000

 $
 352,171

 $
 382,171

 Additions

 —

 132,049

 132,049

 Balance, December 31, 2022

 $
 30,000

 $
 484,220

 $
 514,220

 Additions

 —

 71,088

 71,088

 Balance, December 31, 2023

 $
 30,000

 $
 555,308

 $
 585,308

 Accumulated amortization

 Balance, December 31, 2021

 $
 19,500

 $
 —

 $
 19,500

 3,000

 55,450

 58,450

 Balance, December 31, 2022

 $
 22,500

 $
 55,450

 $
 77,950

 3,000

 45,259

 48,259

 Balance, December 31, 2023

 $
 25,500

 $
 100,709

 $
 126,209

 Net carrying amounts

 December 31, 2022

 $
 7,500

 $
 428,770

 $
 436,270

 $
 4,500

 $
 454,599

 $
 459,099

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, 2023, the Company
recorded $ 48,259 (2022 - $ 58,450) in amortization expense associated with the Patents Rights.

the year ended December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his
50% ownership of certain patents and all rights associated therewith (the "Patent Application Rights"). In exchange for
the Patent Application Rights, the Company agreed to pay $ 10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of
the Company's common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total
fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the
warrant component of the overall consideration. The Company incurred an additional $555,308 in direct costs relating to the Patent Application
Rights, $ 71,088 of which were incurred during the year ended December 31, 2023.

 The
remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for
a future gross revenue royalty of 5% from any product developed as a result of research done at the University.

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

 The
Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of
provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period. No amortization
was recorded on the New Patent Application Rights to December 31, 2023.

 Note
5. Stock Options

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

 As
of December 31, 2023, there are 94,290,000 options granted and outstanding under the 2017 Plan.

 F- 12

 Note
5. Stock Options (cont'd)

 Stock
option transactions are summarized as follows:

 Schedule of stock
option transactions

 Number of
 Stock Options

 Weighted Average Exercise
 Price

 Weighted Average Remaining
 Life

 Outstanding, December 31, 2021

 84,690,000

 0.15

 Options cancelled

 ( 93,540,000
)

 0.14

 Options expired

 ( 400,000
)

 0.06

 Options granted

 103,540,000

 0.028

 Outstanding, December 31, 2022, and 2023

 94,290,000

 0.03

 4.92

the year ended December 31, 2023, there were no stock options granted by Company.

 Total
share-based compensation for year ended December 31, 2023 was $nil 0 (2022
– $ 1,070,983),
stock options granted and vested during year ended December 31, 2023 was nil 0 ( 2022 – 103,540,000). The weighted –
average fair value of stock options granted during the year ended December 31, 2023 was $ 0.00 (2022 – $ 0.03).

 Schedule of valuation assumptions for options

 31, 2023

 31, 2022

 Risk-free interest
 rate

 -

 %

 3.50

 %

 Dividend yield

 0.00

 %

 0.00

 %

 Expected stock price volatility

 -

 %

 143.43

 %

 Expected forfeiture rate

 0.00

 %

 0.00

 %

 Expected life

 -

 6.00 years

 The
following non-qualified stock options were outstanding and exercisable at December 31, 2023:

 Schedule of options by exercise price

 Expiry date

 Exercise
 Price

 of Options

 Outstanding

 of

 Options

 Exercisable

 $

 October 26, 2026

 0.10

 500,000

 500,000

 November 27, 2026

 0.10

 250,000

 250,000

 December 6, 2028

 0.028

 93,540,000

 93,540,000

 94,290,000

 94,290,000

 As
at December 31, 2023, the aggregate intrinsic value of the Company's stock options is $Nil 0.

 F- 13

 Note
6. Warrants

 Warrant
transactions are summarized as follows:

 Schedule of warrant transactions

 of

 Warrants

 Weighted
 Average Exercise Price

 $

 Outstanding, December 31, 2021

 12,081,143

 0.17

 Warrants granted

 13,300,000

 0.04

 Warrants expired

 ( 6,081,143

)

 0.09

 Warrants cancelled

 ( 6,000,000

)

 0.26

 Outstanding, December 31, 2022, and 2023

 13,300,000

 0.04

 The
following warrants were outstanding and exercisable as at December 31, 2023:

 Schedule
of outstanding and exercisable

 of Warrants

 Exercise
 Price

 Expiry
 Date

 1,000,000

 $

 0.05

 200,000

 0.05

 1,000,000

 0.05

 600,000

 0.05

 1,000,000

 0.05

 500,000

 0.05

 1,000,000

 0.05

 2,000,000

 0.05

 6,000,000

 0.028

 December 12, 2028

 13,300,000

 In
March, 2022 the 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 14, 2024. The Company reissued the 6,000,000 warrants
with an exercise price of $ 0.028 and expiring December 12, 2028.

 Total
share-based compensation for the reissued warrants during the year ended December 31, 2022 was $ 115,537. The fair value of the reissued
warrants were estimated using the Black-Scholes Option pricing model.

 F- 14

 Note
7. Stockholders' Equity

 The
Company is authorized to issue 500,000,000 (December
31, 2022 – 500,000,000)
shares of $ 0.0000053 par
value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares
of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or
conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared
by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to
dividends. 0 No dividends
have been declared or paid as of December 31, 2023 (December 31, 2022 - $Nil).

the year ended December 2023, the Company:

 a)

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

 b)

 Issued 7,333,334 shares
 of common stock ( 7,333,334 shares issued at $ 0.015) as part of a private placement for total proceeds of $ 110,000.

the year ended December 2022, the Company:

 a)

 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.

 b)

 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.

 c)

 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.

 d)

 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.

 e)

 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.

 F- 15

 Note
8. Related Party Transactions and Balances

the years ended December 31, 2023 and 2022, the Company entered into the following related party transactions:

 a)
Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $ 60,000 (2022 - $ 60,000) was paid or accrued
to the Company's CFO. During the year ended December 31, 2023, the Company reimbursed a company controlled by the CFO a total of $ 6,000
(2022 - $ 11,025) 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 to 2022. 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. The 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 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.

 f)
The Company recognized $nil 0 (2022 - $ 638,227) in share-based compensation during the year associated with stock options granted
to key management personnel.

 g)
The Company recognized $nil 0
 including modifications (2022 - $ 955,451)
in share-based compensation during the year associated with stock options granted to key management personnel. The total incremental
fair value of modifications to stock options, $nil 0 (2022 - $ 1,070,983).

 As
at December 31, 2023 and December 31, 2022, there were $nil 0 balances owing to related parties

 Note
9. Commitments and Contingency

 Commitments

 As
at December 31, 2023, the Company has the following commitments:

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

 b)
Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $ 1,500 per month minimum plus
travel expenses for 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.

 Contingency

 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 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.

 F- 16

 Note
10. Income Taxes

 As
a Nevada corporation, the Company is liable for taxes in the United States. As of December 31, 2023, 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, 2022
– $nil).

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

 Schedule of effective income tax reconciliation

 2023

 2022

 $
)

 $
)

 Expected income tax recovery

 $
 ( 87,250
)

 $
 ( 400,535
)

 Non-deductible expenses

 $
 —

 $
 224,907

 Impact of change of future tax rate

 —

 —

 Adjustment to prior years provision versus statutory tax returns

 $
 ( 257,615
)

 $
 75,628

 Expiration of losses

 $
 3,124

 —

 Change in valuation allowance

 341,741

 $
 100,000

 Total income tax expense (recovery)

 $
 —

 $
 —

 Schedule of deferred tax assets

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

 Schedule of Deferred Tax Assets

 Tax benefit of net operating loss carry forward

 $
 6,253,860

 $
 6,400,000

 Valuation allowance

 $
 ( 6,253,860
)

 $
 ( 6,400,000
)

 $
 —

 $
 —

 The
Company has net operation loss carryforwards of approximately $ 29,800,000 (December 31, 2022 - $ 30,500,000) to reduce future taxable
income. The valuation allowance has not changed during the year ended December 31,2023. Tax losses expire in years starting from
2023.

 The
deferred tax asset associated with the tax loss carry forward is approximately $ 6,296,352 (December 31, 2022 - $ 6,400,000). 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.

 Note
11. Subsequent Events

 Subsequent
to the year ended December 31, 2023, the Company:

 a)

 On
 February 26, 2024 the Company issued 500,000 shares of common stock ( 500,000 shares issued at $ 0.015) as part of a private placement
 for total proceeds of $ 7,500.