ProtoKinetix, Inc. (Form: 10-K, Received: 04/14/2015 06:08:15)

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2014

☐	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

PROTOKINETIX, INCORPORATED

(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.)
9176 South Pleasants Highway St. Marys, West Virginia 26170 ________________________________________________________________________ (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:		304-299-5070
Securities registered pursuant to Section 12(b) of the Act:		None
Securities registered pursuant to Section 12(g) of the Act:		$.0000053 par value common stock

___________________

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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 ☑
(Do not check if a smaller reporting company)

Indicate 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 $ 4,934 ,000 based upon the closing price of our common stock which was $0.0325 as of June 30, 2014, 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 April 10, 2015, there were 198,002,433 shares of our common stock that were issued and outstanding.

TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT

_________________________

PROTOKINETIX, INCORPORATED

Forward Looking Statements

Part I
Item 1	Business	4
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	15
Item 2	Properties	15
Item 3	Legal Proceedings	15
Item 4	Mine Safety Disclosures	15

Part II
Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6	Selected Financial Data	18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8	Financial Statements and Supplementary Data	21
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A	Controls and Procedures	22
Item 9B	Other Information	23
		23
Part III
Item 10	Directors, Executive Officers, and Corporate Governance	24
Item 11	Executive Compensation	26
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships and Related Transactions, and Director Independence	28
Item 14	Principal Accounting Fees and Services	28

Part IV
Item 15	Exhibits and Financial Statement Schedules	29

PART I

ITEM 1. BUSINESS

ProtoKinetix, Incorporated (“ProtoKinetix” 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 skincare/cosmetic products and 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 9176 South Pleasants Highway, St. Marys, West Virginia 26170. Our telephone number is (304) 304-299-5070 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, 2014 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:

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

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

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Ongoing testing of the AAGP™ molecule;

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Our intellectual property position;

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Our commercialization, marketing and manufacturing capabilities and strategy;

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

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The effects of competition;

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

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

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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.

Background

Native AFGP Compound

AFGP (Anti-Freeze Glycoprotein) is found in nature as a compound produced by some fish, insects, reptiles, bacteria and plants that enable survival in freezing temperatures.

One of the many accomplishments from pioneering research of the U.S. Antarctic Program was the discovery, in the early sixties, that fish living year-long in subzero temperature are extremely resistant to freezing. The substances that prevent these fish from freezing were isolated, characterized and designated as antifreeze glycoproteins or AFGP. Various kinds of AFGP were isolated from many species of fishes, and in some amphibians, plants and insects. All of the AFGPs share a common characteristic that prevents ice crystals from growing and connecting to each other. Research has also confirmed a cell membrane stabilizing characteristic of native AFGP.

There has been much scientific research done in an attempt to synthetically replicate AFGPs in research institutions because the protective properties of AFGPs could have commercial applications, primarily in food and crop preservation at freezing temperatures. The native antifreeze glycoproteins are very large molecules that are often made up of a repeating series of smaller molecules, glycoproteins. Glycoproteins are often very biologically active, but they are inherently unstable. The oxygen-glycosidic link is readily cleaved by glycosidases, resulting in a low bio-availability of these glycoconjugate based molecules.

Scientific research prior to AAGP has focused on building a stable and more efficient compound with a strong bond.

AAGP™ – The Core Technology of ProtoKinetix

AAGP™ Invention

Dr. Geraldine Castelot-Deliencourt, along with Dr. Jean-Charles Quirion at the Research Institute of Organic Chemistry in Rouen, France, developed a patented process to stabilize the oxygen-glycosidic bond in these sugar based molecules. This patented process replaces the weaker oxygen bond with a C-F ₂ mimetic. The resultant molecules are biologically active and stable over a pH range of 2 to 13. They are not broken down by glycosidases.

AAGP™ Toxicity Tests

Tests have shown that cells exposed to AAGP™ at low and high concentrations have remained viable. A common viability test used on cell cultures using trypan blue dye exclusion method has been used to show AAGP™ non-toxicity.

AAGP™ Stability Tests

AAGP™ molecules have remained stable when subjected to three tests:

pH ranging from a strong acid level of 1.8 (stronger than stomach acid) to a strong alkali level of 13.8. (the pH scale is calibrated from 1, highly acidic, to 14, highly alkali);

Enzymatic action using protease, which targets the amino acid bonds, and glycosidase, which targets the amino acid bonds, and glycosidase, which targets the sugar molecules; and

Temperatures ranging from -196°C (cryopreservation) to +37°C (body temperature).

Stress Tests on 12 Different Cell Lines

Cell lines are selected for their high level of sensitivity. Cell lines are also selected for their potential role in adding value in medical applications, enhancing health and extending life. All tests are designed to explore how cells from different cell lines act biologically in the presence of AAGP™ when subjected to health and life threatening inflammatory stress conditions and agents.

Cell Lines Tested

§ Stem cells (human)	§ Adult skin fibroblast cells
§ Whole blood cells	§ Heart cells (cardiac myocites)
§ Blood Platelet cells	§ Liver cells (hepatocites)
§ Heart tissue	§ Embryonic skin fibroblast cells
§ Hela (cancer) cells	§ Islet cells (pancreatic)
§ Kidney (KB and vero) cells	§ Stem cells (mouse)

Stress Conditions and Agents

Temperature

temperatures ranging from -80° C to +37° C

UV-C Radiation

harsh sterilizing radiation

254 nanometer wavelength

Oxidation

hydrogen peroxide (H ₂ O ₂ )

powerful oxidant

Starvation

serum free culture media

food/growth/nutrients factors (fetal bovine serum) withheld

Inflammation

Interleukin 1 Beta, a standard agent for stimulating inflammation in cell testing

Bio-Screening Control Lab Testing

For the last two years, AAGP™ testing has been conducted pursuant to a comprehensive transplantation testing program in conjunction with the University of Alberta transplant research team. Although there is no formal agreement in place, the Company is collaborating with the James Shapiro Laboratory at the University of Alberta in Edmonton, Alberta, Canada. Dr. Shapiro directs the largest clinical islet transplantation program in the world. Dr. Shapiro and his team have conducted extensive testing with our AAGP™ molecule using human islet cells in transplantation, investigating its effect on engraftment, insulin production, protective effect against anti-rejection drugs and investigation of the mechanism of action. The results provided consistent encouragement to continue testing to develop protocols that can be applied to transplantation medicine.

Allogeneic transplantation is the transplanting of cells, tissues or organs from the same species, but from a donor different than the recipient. Serious issues that have to be addressed are the engraftment of the transplanted organ or cells and the subsequent protection against the immune rejection caused by the foreign organ or cells. The protection, in the form of anti-rejection drugs, is toxic and causes damage to the graft. AAGP™ has been shown in these trials to increase engraftment and reduce the toxicity damage.

AAGP™ Commercial Applications

The extent of the value of the ProtoKinetix family of AAGPs™ is subject to investigation by commercial entities specializing in regenerative medicine, cellular and tissue therapies, organ transplantation, trauma, blood product banking, anti-inflammation and cosmetics/skin care. The Company is targeting these entities in furtherance of product development.

Health Care

Acute medical problems are increasingly reliant on, and benefit from, solutions that can deal with the fundamental factors of inflammation and oxidation. Both are well-known causes of life-threatening conditions and diseases, and accelerated aging. In addition many acute medical problems are benefiting from cell therapies and transplantation of cells, tissues and time sensitive organs.

Health Care Applications of AAGP™ fall into two main categories: (i) harvesting, storage and transplanting cells, tissues and organs; and (ii) treatments for conditions and disease caused by stress factors, including UV radiation, oxidation and inflammation. These are all areas that expand into many sub-categories of existing and future health care solutions.

Intellectual Property

On March 4, 2014, the Company entered into an agreement with Intrepid Innovations Corporation (“Intrepid”) to sell the exclusive rights for the application of the AAGP™ molecule. The total purchase price for the exclusive rights to the application was $2,500,000 and was to be paid as follows:

·	$25,000 cash deposit (received);

·	$25,000 paid by cash on or before April 22, 2014 as a balance of the transaction deposit (received);

·	Six monthly payments of $25,000 on or before May 22, June 22, July 22, August 22, September 22 and October 22, 2014 ($5,000 received);

·	$2,300,000 paid by the issuance of 3,500,000 restricted shares of the buyer as payment of the outstanding balance. These shares can be redeemed by a cash payment at any time within the first 6 months of the effective date of this agreement.

Once the Company had received $2,500,000 in total through payment, sale of the shares and through the redemption of the shares, any surplus shares would have been returned to Intrepid. In the event that the total payment had not totaled $2,500,000, Intrepid would pay the difference to the Company no later than 13 months after the effective date of the agreement.

The agreement was terminated on October 27, 2014 due to non-payment of the agreed to amounts. The amounts advanced were non-refundable in accordance with the agreement and as at December 31, 2014, the Company recognized a gain on deposit on sale in the amount of $55,000 to the statement of operations.

Patents

On or about January 5, 2015, the Company entered into an Assignment of Patents and Patent Application (the “Patent Assignment”) between the Company and Institut National des Sciences Appliquées 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 transferred all of the Patents and rights associated therewith to the Company upon payment to INSA of the sum of 25,000 Euros.

Through this assignment, ProtoKinetix, Incorporated is now the sole owner of all the patent applications and all issued patents of the “Gem difluorinated C-glycopeptides, their preparation and their use for the preservation of biological materials and/or in cryosurgery” family, and all the rights associated therewith. Importantly, this family includes issued patents in Canada (Patent No. CA2,558,801), England, France, and Germany (Patent No. EP1,817,329) and the United States (Patent No. US8,394,362).

On or about April 8, 2015, ProtoKinetix entered into a Royalty Agreement (the “Agreement”) between the Company and the Governors of the University of Alberta (“UAB”) for the assignment of UAB’s portion of certain patents and all rights associated therewith (the “Patent Rights”). The Agreement also grants UAB a royalty of 5% of the gross revenue from the assignment, manufacturing, sale, distribution, or licensing of the Patent Rights and any commercial products generated from the Patent Rights. The Company has the irrevocable option to purchase the royalty for CAN $5,000,000 (approximately US $4,000,000) for two years from the earlier of the first date UAB publishes its research related to the Patent Rights or September 1, 2015.

Through this assignment, the Company has gained UAB’s portion of US provisional patent application no. 62/007,626 related to the use of anti-aging glycopeptides to enhance beta cell health, survival and improve transplant outcomes, and all patents issuing from and claiming priority to such application.

The Patents from INSA and Patent Rights from UAB secure, amongst other things, key intellectual property rights to the Company’s use of the AAGP™ lead compound in regenerative medicine.

Consistent with our agreements with the licensors of various technologies we license, we have no finished commercial product or products, and have received no FDA approvals for any product or diagnostic procedures. We are focused on the research and development of one lead compound known as AAGP™. We filed a trademark application with the United States Patent & Trademark Office on September 15, 2005 with a registration date of August 7, 2007.The application was subsequently cancelled on March 14, 2014 because we did not file a renewal declaration. We are in the process of filing a new application for registration of the mark.

Subject to our available financial resources, our intellectual property strategy is to continue testing of the AAGP™ lead compound and develop marketable applications of the compound.

Trade Secrets and Know-How

The Company has developed a substantial body of trade secrets and know-how relating to the development, use and manufacture of AAGP™, including but not limited to the optimization of materials for efforts, and how to maximize sensitivity, speed-to-result, specificity, stability, purity and reproducibility.

Competition

The markets that the Company is focusing on are multi-billion dollar international industries which are intensely competitive. Many of the Company’s competitors are substantially larger and have greater financial, research, manufacturing, and marketing resources.

Industry competition in general is based on the following:

Scientific and technological capability;

Proprietary know-how;

The ability to develop and market products and processes;

The ability to obtain FDA or other required regulatory approvals;

The ability to manufacture products that meet applicable FDA requirements, (i.e. FDA’s Quality System Regulations) see also Governmental Regulation section;

Access to adequate capital;

The ability to attract and retain qualified personnel; and

The availability of patent protection.

The Company’s ability to develop its research is in large measure dependent on having sufficient and additional resources and/or collaborative relationships.

The Company’s access to capital is more challenging, relative to most of its competitors. This is a competitive disadvantage. The Company believes however that its access to capital may increase as it gets closer to the development of a commercially viable product.

The Company believes that its research has enabled it to attract and retain qualified consultants. Because of the greater financial resources of many of its competitors, the Company may not be able to complete effectively for the same individuals to the extent that a competitor uses its substantial resources to attract any such individuals.

Governmental Regulation

The Company’s AAGPs™ have commercial applications in markets and circumstances that fall under government regulations ranging from none to limited to extensive.

Although there is no such immediate need to make any regulatory filing in the United States or other jurisdictions, the Company has limited or no experience with regard to obtaining FDA or other required regulatory approvals. In February 2015 the Company appointed Dr. Julia Levy to its Business and Scientific Advisory Board and intends to retain the services of additional appropriately experienced consultants. For this reason, should our research efforts continue to show promise, we will need to hire consultants to assist the Company with such governmental regulations.

As the Company continues to conduct research and testing programs, in collaboration with commercial entities, to expand and confirm the potential medical applications of AAGP™ in a number of fields, including regenerative medicine, cell therapy, blood products, transplants and skin care/cosmetics, the Company intends to utilize the regulatory expertise of others, whether they are consultants or commercial entities involved on collaborative development programs with the Company.

The following discussion relates to factors that may come into play when and if the Company has a commercially viable product in an area which requires regulatory approval. These products may be regulated by the European regulatory agencies, FDA, U.S. Department of Agriculture, certain state and local agencies, and/or comparable regulatory bodies in other countries (collectively, these agencies shall be referred to as the “Agencies”). Government regulation affects almost all aspects of development, production, and marketing, including product testing, authorizations to market, labeling, promotion, manufacturing, and record keeping. The products regulated by FDA and U.S. Department of Agriculture require some form of action by such agency before they can be marketed in the United States, and, after approval or clearance, the products must continue to comply with other FDA requirements applicable to marketed products. Both before and after approval or clearance, failure to comply with the FDA’s requirements can lead to significant penalties. The Company’s proposed AAGP™ products will require government regulatory approval as a biologic agent. Such regulatory approval will be granted only after the appropriate preclinical and clinical studies are conducted to confirm efficacy and safety.

Every company that manufactures biologic products or medical devices distributed in the United States must comply with the FDA’s Quality System Regulations. These regulations govern the manufacturing process, including design, manufacture, testing, release, packaging, distribution, documentation, and purchasing. Compliance with the Quality System Regulations is required before the FDA will approve an application. These requirements also apply to marketed products. Companies are also subject to other post-market and general requirements, including compliance with restrictions imposed on marketed products, compliance with promotional standards, record keeping, and reporting of certain adverse reactions or events. The FDA regularly inspects companies to determine compliance with the Quality System Regulations and other post-approval requirements. Failure to comply with statutory requirements and the FDA’s regulations can lead to substantial penalties, including monetary penalties, injunctions, product recalls, seizure of products, and criminal prosecution.

The Clinical Laboratory Improvement Act of 1988 prohibits laboratories from performing in vitro tests for the purpose of providing information for the diagnosis, prevention or treatment of any disease or impairment of, or the assessment of, the health of human beings unless there is in effect for such laboratories a certificate issued by the U.S. Department of Health and Human Services applicable to the category of examination or procedure performed. Although a certificate is not required for ProtoKinetix, the Company considers the applicability of the requirements of the Clinical Laboratory Improvement Act in the potential design and development of its products.

The Company is also subject to regulations in foreign countries governing products, human clinical trials and marketing, and may need to obtain approval or evaluations by international public health agencies, such as the World Health Organization, in order to sell products in certain countries. Approval processes vary from country to country, and the length of time required for approval or to obtain other clearances may in some cases be longer than that required for U.S. governmental approvals. The extent of potentially adverse governmental regulation affecting ProtoKinetix that might arise from future legislative or administrative action cannot be predicted.

Research and Development

Our business depends on our ability to sponsor research and development activities. For the year ended December 31, 2013, the Company incurred total research and development expenses of $74,500. For the year ended December 31, 2014, the Company incurred total research and development expenses of $13,750. 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.

Environmental Laws

To date, the Company has not encountered any costs relating to compliance with any environmental laws.

Employees

To date, the Company does not have any employees. The Company’s President and Chief Executive Officer and the Chief Financial Officer are both engaged as consultants to 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 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 the funding from this Offering will be sufficient to bring our products to the point of commercialization.

We are dependent on our key personnel, and the loss of any 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 significantly 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 operation.

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 gemdifluride bond continues to show that there is significant promise in the field of medicine of preserving cells, tissue and organs from various stresses. The antiaging properties and the protective effect of AAGP™ also is of significant interest to the cosmetic and skin care industries. 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 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 to market a formulation or product, it is necessary to receive clearance from the FDA to conduct such clinical trials. The FDA can halt clinical trials at any time for safety reasons or because we or our clinical investigators did not follow the FDA’s 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, 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 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 April 10, 2015 the Company’s directors and executive officers hold the current right to vote approximately 22% of the Company’s outstanding voting stock. Of this total, 20% is owned or controlled, directly or indirectly by 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 auditors noted that our recurring losses from operations ($168,479 and $448,577 for the years ended December 31, 2014 and 2013, respectively) and negative net operating cash flow ($229,248 and $105,341 for the years ended December 31, 2014 and 2013, 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.

We may have substantial tax liabilities that could have an adverse effect on our financial condition. Due to the history of the Company’s business between the U.S. and Canada, we are subject to both U.S. and Canadian tax law. Since new management has been put in place in February 2015, we have not yet been able to determine what, if any, tax liabilities the Company may have in Canada and U.S. as a result of conducting business in either jurisdiction. If there is any tax liability, we could be subject to interest and penalties which could be very significant and affect our ability to continue our business and raise capital.

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.

The Company is subject to the securities reporting requirements under the laws of British Columbia. Because we have been deemed a “reporting issuer” under the laws of British Columbia, and are therefore subject to Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, we are subject to certain laws of British Columbia to remain in compliance with reporting requirements which increases the cost of doing business.

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 AWLD’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 AWLD that he has complied with all applicable securities regulations, and AWLD 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.

The Company is considered a “reporting issuer” under the laws of British Columbia. We have been deemed a “reporting issuer” under the laws of British Columbia, and are therefore subject to Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, which prescribes certain conditions that must be met in order for holders of the Company’s securities who acquired their securities under an exemption from the prospectus requirement to resell their securities in or from any jurisdiction of Canada (excluding sales resulting from a take-over bid or issuer bid in a jurisdiction of Canada; an amalgamation, merger, reorganization or arrangement under a statutory procedure or court order; or, the dissolution or winding up of the issuer under a statutory procedure or court order), and therefore our common stock may not be sold in or from a jurisdiction of Canada by any stockholder unless certain conditions are met. Shareholders should consult their legal counsel if they intend to sell their shares to a purchaser in a jurisdiction of Canada, or if the shareholder is in a jurisdiction of Canada and intends to complete the sale from a jurisdiction of Canada.

Our existing shareholders 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 our 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 2. PROPERTIES

The Company’s principal executive office, for all operations, is located at 9176 South Pleasants Highway, St. Marys, West Virginia 26170. The Company currently does not have a lease for its principal executive office because the Company’s President and CEO, Clarence E. Smith, is providing the space at no cost to the Company. ProtoKinetix does not own any real property.

ITEM 3. LEGAL PROCEEDINGS

Effective February 19, 2015, the Company entered into a Settlement Agreement by and between the Company, Ross L. Senior, and the British Columbia Securities Commission (the “BCSC”). The Company and Ross L. Senior, ProtoKinetix’ former President and CEO, cooperated with the BCSC in reaching the settlement.

In the Settlement Agreement, Mr. Senior and the Company admitted that the Company breached an ongoing Cease Trade Order (CTO) that became effective on May 9, 2013. The CTO was originally issued by the BCSC due to the Company’s failure to make required filings under the British Columbia Securities Act.

During the time the CTO has been in effect, Mr. Senior had been the President, CEO and a director of the Company. Between May 28, 2013 and June 6, 2014, and while subject to the CTO, the Company and Mr. Senior distributed securities to 14 individuals and two companies for payment of services and repayment of loans valued at approximately $360,000, as well as an existing shareholder and current director for cash proceeds of $100,000. Mr. Senior acknowledges that he and the Company made the distributions in contravention of the CTO.

Under the terms of the Settlement Agreement, Mr. Senior is prohibited from becoming or acting as a director or officer of any reporting issuer in Canada other than the Company for a period of one year, and Mr. Senior and the Company have jointly paid $10,000 to the BCSC. Mr. Senior has also agreed to successfully complete a course on the duties and responsibilities of corporate officers and directors that is acceptable to the Executive Director of the BCSC within one year of the date of the Settlement Agreement.

The CTO was lifted effective February 23, 2015. The Company has made all required filings with the BCSC to date.

There are currently no legal proceedings pending.

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 the Pink Sheets 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.

2014	Low		High
First Quarter	$	0.018	$	0.045
Second Quarter		0.018		0.045
Third Quarter		0.020		0.045
Fourth Quarter		0.012		0.070

2013	Low		High
First Quarter	$	0.006	$	0.020
Second Quarter		0.009		0.020
Third Quarter		0.001		0.028
Fourth Quarter		0.009		0.080

Holders

As of April 10, 2015, there were approximately 74 shareholders 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.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth securities authorized for issuance under equity compensation plans as of December 31, 2014.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number 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		5,200,000	$	0.09		-
Total		5,200,000	$	0.09		0

During the year ended December 31, 2014, there were warrants to purchase 4,700,000 shares of common stock of the Company (see Note 10 of the notes to the financial statements) and the explanation below. As of the year ended December 31, 2014, warrants representing a total of 5,200,000 shares of common stock to be issued upon exercise.

To management’s knowledge, there are no outstanding options, warrants or other rights to acquire the common stock of the Company that were issued pursuant to the Company’s 2003, 2004 or 2005 Stock Incentive Plans (the “Plans”) for the year ended December 31, 2014. To management’s knowledge, the Plans have expired and terminated.

Recent Sales of Unregistered Securities and Use of Proceeds

In January 2014, the Company issued 25,550,000 shares of common stock for consulting, research and investor relations services provided during the year ended December 31, 2013 to seven separate persons for $255,500 or an average of $0.01 per share of common stock. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

In January 2014, the Company issued warrants to purchase 1,600,000 shares of common stock exercisable at $0.10 per share, warrants to purchase 300,000 shares of common stock exercisable at $0.05 per share, and warrants to purchase 300,000 shares of common stock exercisable at $0.15 per share for consulting services provided to the Company by members of the Company’s Business and Scientific Advisory Board. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

In February 2014, the Company issued 2,500,000 units consisting of one share of common stock and one warrant exercisable at a price of $0.05 for a period of one year expiring on February 15, 2015 to settle a portion of short-term loans from related parties totaling $25,000. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

In June 2014, the Company issued 50,000 shares of common stock to an individual for services provided during the year ended December 31, 2014 for $1,000 or $0.02 per share of common stock. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On June 6, 2014, the Company issued 5,000,000 shares of common stock at a price of $0.02 per share for gross proceeds of $100,000 pursuant to a private placement financing with a related party. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On June 25, 2014, the Company issued 250,000 shares of common stock in error. Management of the Company had believed that that they had issued the shares pursuant to share subscription proceeds previously received during the year ended December 31, 2011. The shares were issued to the wrong individual and were cancelled subsequent to the year ended December 31, 2014. Management identified the original subscriber in the 2011 financing and issued 250,000 shares to the correct individual in March 2015. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On February 25, 2015, the Company has issued 1,000,000 shares of common stock and a three-year option for 1,000,000 shares of common stock exercisable at $0.05 per share to a director in connection with his appointment to the Board of Directors and for services to the Company. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On March 1, 2015, the Company entered into a consulting agreement agreeing to issue a five-year stock option exercisable for 5,000,000 shares of common stock exercisable at $0.04 to a consultant in connection with services provided to the Company. Under a separate consulting agreement, the Company agreed to issue a separate consultant a stock award of 400,000 shares of common stock issued at a rate of 100,000 shares every three months over the term of the consultant’s contract and a five-year stock option exercisable for 1,000,000 shares of common stock at $0.10 in connection with services provided to the Company. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On March 20, 2015, the Company issued 15,000,000 shares of common stock to the Company’s President and CEO at a price of $0.025 per share for proceeds of $375,000 in a private placement. The proceeds are to be used for general operating expenses. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On March 20, 2015, the Company issued 2,500,000 shares of common stock at a price of $0.05 per share to accredited investors. One of the purchasers under the offering was the President and Chief Executive Officer of the Company, Clarence E. Smith, who invested $75,000 for the purchase of 1,500,000 shares of common stock of the Company. The proceeds are to be used for general operating expenses. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) and 4(a)(5) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. A Form D was filed for these transactions on March 31, 2015.

On March 27, 2015, the Company issued 3,840,000 shares of common stock pursuant to a settlement agreement completed on March 2, 2015 with a convertible note holder. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. No Form D was filed for these transactions.

On or about April 9, 2015, we received subscription proceeds of $155,000 for the purchase of 1,937,500 shares of common stock to accredited investors. Upon release of the bank hold on the proceeds, the Company will issue the common shares and use the proceeds for general operating expenses. No solicitation was used in this offering. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) and 4(a)(5) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with this issuance of securities. A Form D will be filed for these transactions upon release of the bank hold on the funds.

ITEM 6. SELECTED FINANCIAL DATA

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

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, 2014 and 2013, and our financial condition, liquidity and capital resources as of December 31, 2014 and 2013. 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 consolidated 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
	December 31,
	2014			2013

Sales	$	-		$	-
Cost of sales		-			-
Gross (loss) profit		-			-
Operating Expenses
Consulting Fees	$	95,158		$	213,334
General and Administrative		141,500			95,752
Professtional Fees		133,769			38,591
Research and Development		13,750			74,500
Total operating expenses		384,177			422,177
Loss from Operations		(384,177	)		(422,177	)

Other Expense
Interest Expense		34,418			26,400
Total other expenses		34,418			26,400

Other Income
Gain on Settlement of Convertible Note Payable		192,000			-
Gain on Settlement of Short-Term Loans		3,116			-
Write-Off of Deposit on Sale		55,000			-
Total other income		250,116			-
Net Loss	$	(168,479	)	$	(448,577	)

Revenues

We had no revenues for the years ended December 31, 2014 and 2013.

Gross profit and expenses

The Company’s net loss was $168,479 for the year ending December 31, 2014 compared to $448,577 for the year ending December 31, 2013. These expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses. Significant changes from the prior year include:

Professional fees increased by $95,178 from $38,591 to $133,769 primarily as a result of an increase in activity with our independent accountants as well as an increase in legal fees associated with the CTO.

Consulting fees decreased by $118,176 from $213,334 to $95,158 as a result of less consulting agreements entered into by the Company in 2014. As at December 31, 2013, the Company was also committed to issue 15,750,000 shares of its common stock with a fair value of $157,500 for consulting services provided during the year.

Our expenses in 2014 were $418,595 which included $133,769 in professional expenses. We operate the Company by hiring outside consultants to assist us with management, strategic planning, organization and daily operations. These professional consulting fees amounted to $95,158. These professional consulting services related to marketing and investment banking services including financing, capitalization and merger opportunities. The Company also incurred total research and development expenses of $13,750 and general and administrative costs of $141,500 during the year ended December 31, 2014.

Liquidity and Capital Resources

	For the Years Ended
	December 31,
	2014			2013

Cash	$	317		$	3,065

Working Capital Deficiency	$	(428,329	)	$	(618,150	)

At December 31, 2014, we had $317 in cash and $5,814 in total current assets. As of December 31, 2014 we had a working capital deficiency position of $428,329. Although as of the date of this Annual Report we believe we have sufficient capital to meet cash flow projections and carry forward our business objectives, there can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our new business.

The failure to secure adequate outside funding would have an adverse affect 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, 2014 and 2013

Net Cash Used in Operating Activities

During the year ended December 31, 2014, net cash used in operating activities increased by $123,907 from $105,341 to $229,248 for the years ended December 31, 2013 and 2014, respectively. This increase was predominantly due to an increase in cash-based expenditures as well as the Company’s efforts to reduce historical accounts payable and accrued liabilities concurrent with the partial change in management completed in the fourth quarter of 2014 and subsequent to year end.

Net Cash Used in Investing Activities

During the year ended December 31, 2014, net cash provided by financing activities increased by $115,500 from $81,000 to $196,500 for the years ended December 31, 2013 and 2014, respectively. This increase was predominantly due to a private placement completed in addition to the receipt of a convertible note during the year.

Net Cash Provided by Financing Activities

During the year ended December 31, 2014, net cash provided by investing activities increased by $5,000 from $25,000 to $30,000 for the years ended December 31, 2013 and 2014, respectively due to an additional deposit received on a cancelled sales agreement with Intrepid Innovations Corporation.

Going Concern

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

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 Compensation

The Company has granted warrants to purchase shares of the Company’s common stock to various parties for consulting services. The fair values of the warrants issued have been estimated using the Black-Scholes option pricing model.

The Company accounts for share-based compensation under “Share-Based Payments,” which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model.

The Company accounts for stock compensation arrangements with non-employees in accordance with FASB Codification 505 – 50 “Equity-Based Payments to Non-Employees”, which require that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying instruments vest.

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, 2014.

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

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, 2014 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

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

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, 2014, 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 (1992) 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, 2014.

Material Weaknesses Identified

In connection with the preparation of our financial statements for the year ended December 31, 2014, 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, 2014, 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 in 2015.

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, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

As of April 10, 2015, the Company’s current officers and directors consist of the following persons:

Name	Age		Title	Year Appointed
Clarence E. Smith		51	Chairman, Chief Executive Officer, President	February 2015
			Director	June 2014

Susan M. Woodward		49	Chief Financial Officer	October 2014

Peter K. Jensen		63	Director	February 2015

Clarence E. Smith , age 51, 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.

Susan M. Woodward , age 49, was appointed Chief Financial Officer of the Company on October 1, 2014. Prior to joining the Company as CFO, Ms. Woodward served as Controller of Unistrut Service Company of Ohio, a distribution company from 1996 to 2001. From 2001 to 2003, Ms. Woodward served a Senior Accountant at Renal Care Group and from 2008 to 2011 served as Chief Financial Officer for Wirt County Health Services Association, Inc. She also acquired experience in the oil & gas industry serving as Lead Accountant at Triad Energy and as an Accounting Manager, simultaneously at Arvilla Oilfield Services, LLC and Arvilla Pipeline Construction Co., Inc from 2003 to 2007. She has twenty-five years’ experience in the accounting field and has formed her own consulting practice which provides accounting, investment and asset management services. Ms. Woodward graduated from Cleveland State University in 1988 receiving a Bachelor of Business Administration with a major in Accounting.

Peter Jensen , LL.B., BCL, B.Sc., age 63, was appointed as a member of the Board of Directors of the Company on February 25, 2015. Beginning in 1981, Mr. Jensen commenced the practice of law in the corporate and securities fields in British Columbia, has a wide range of legal counseling experience internationally and has an active legal practice with Beadle Raven LLP in Vancouver. Since 2010, Mr. Jensen has served as Chairman of RepliCel Life Sciences, a public cell replication company (OTCQB: REPCF) which recently struck an agreement with Shiseido of Japan to license Shiseido with RepliCel’s leading edge cell replication technology. Since 2012 he has also served as a director of Deer Horn Capital Inc., a public Canadian mining company (CSE: DHC). Mr. Jensen has also served as Chairman beginning in 2011 of Solar Flow-Through Limited Partnerships I, II, III and IV which are installing solar power arrays in Ontario under the Ontario FIT program. Since 2014 Mr. Jensen has served as a director of a British Columbia public agricultural land banking company, New Age Farms (CSE: NF), and as a director of a California public company, bBooth, Inc. (OTCQB: BBTH), offering music booth recording facilities to the public. Mr. Jensen has an understanding of the particular nature of the challenges facing corporate management through his director positions with a number of private and publicly traded companies. Mr. Jensen acquired his Bachelor of Science and Law degrees at McGill University in Montreal, Quebec, (with a dual degree in common and civil law). His science degree is in the field of biology (marine biology and ecology). He also conducted diabetes research at the Royal Victoria Hospital (Montreal), was a director of a community medical clinic for three years and ran the McGill legal clinic for two years.

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 shareholders 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

Effective March 31, 2006, our board of directors adopted the ProtoKinetix, Inc. Code of Business Conduct and Ethics. The board of directors believes that our Code of Business Conduct and Ethics provides standards that are reasonably designed to deter wrongdoing and to promote the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission; (3) compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons; and (4) accountability for adherence to the Code of Business Conduct and Ethics.

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. 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.

Business and Scientific Advisory Board

Our Business and Scientific Advisory Board exists to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical industry are particularly valuable for the expansion and commercialization of AAGP™ applications. The members on the board are:

Dr. Julia Levy, PhD, Chairman, Business and Scientific Advisory Board. Dr. Levy is a founder, former President and former Chief Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading cause of blindness among the elderly. She has received numerous awards and honorary degrees. In her honor the Julia Levy B.C. Leadership Chair in Macular Research at the University of British Columbia was established.

·	Dr. John S. Parker, M.D., Major General (Ret.) US Army and Former Commanding General US Army Medical Research and Material Command (MRMC)

·	Dr. Edward D. Martin, M.D., Group Chair, Rear Admiral (Ret.) US Public Health Service, Chair, Martin-Blanck & Associates, Falls Church, Virginia

·	Dr. Harold M. Koenig, M.D., Vice Admiral (Ret.) US Navy Surgeon General

Section 16(a) Beneficial Ownership Reporting Compliances

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 filed with the Securities and Exchange Commission and stockholder reports from our transfer agent, during the fiscal year ended December 31, 2014, the following officers, directors and 10%+ stockholders did not file reports under Section 16(a): Ross L. Senior, Keith Henderson, and Mark Ralston.

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, 2014 and 2013:

Summary Compensation Table for Executive Officers

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ⁽²⁾ ($)		Total ($)
Ross L. Senior, LLB	2014		-		-		37,500	⁽¹⁾		-		-		-		45,975		83,475
President and Chief Executive Officer (former)	2013		-		-		-			-		-		-		42,500		42,500

(1) Mr. Senior received 3,750,000 shares of common stock of the Company for services provided during the 2013 fiscal year. Does not include shares granted for director services.

(2) Includes all other compensation not reported in the preceding columns, including perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards held by the named executive officers of the Company as of December 31, 2014.

Director Compensation

The following table sets forth a summary of the compensation earned by each non-employee director who served on the Board during the fiscal year ended December 31, 2014.

	Director Compensation
	Fees Earned or Paid in Cash		Bonus		Stock Awards ⁽¹⁾		Option Awards ⁽²⁾		Nonequity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
	($)		($)		($)		($)		($)		($)		($)		($)
Ian Gregory ⁽³⁾		-		-		7,495		-		-		-		-		7,495
Max Arella ⁽³⁾		-		-		5,497				-		-		-		5,497
Ross Senior ⁽³⁾		-		-		37,480				-		-		-		37,480

(1)	The aggregate grant date fair value of these stock awards was computed in accordance with FASB ASC Topic 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 consolidated financial statements.
(3)	Represents shares granted to directors in 2014 for services provided in 2013.

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 April 10, 2015, 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 April 10, 2015 ⁽¹⁾
More than 5% Stockholders ⁽²⁾
See below

Directors and Named Executive Officers
Clarence E. Smith		36,570,500	⁽³⁾		18.4	%
Peter K. Jensen		2,000,000	⁽⁴⁾		1.0	%
Susan M. Woodward		1,200,000	⁽⁵⁾		0.6	%
All directors and executive officers as a group:		39,770,500			20.0	%

(1)

Based on 198,002,433 shares of common stock outstanding on April 10, 2015, and, with respect to each individual holder, rights to acquire common stock exercisable within 60 days of April 10, 2015.

(2)

Based on our most recent list of the shareholders of record from our transfer agent, other than Mr. Smith, there are no additional than 5% or more owners.

(3)

Consists of 36,170,500 shares of common stock owned by Mr. Smith directly and the right to acquire 400,000 shares of common stock upon conversion of a promissory note. The principal address of Mr. Smith is 1845 County Road #214, St. Augustine, FL 32084.

(4)

Consists of 1,000,000 shares of common stock owned by Mr. Jensen directly and 1,000,000 shares of common stock issuable upon the exercise of stock options. The principal business address of Mr. Jensen is 600 – 1090 West Georgia Street, Vancouver, BC, Canada V6E 3V7..

(5)

Consists of 1,200,000 shares of common stock issuable upon the exercise of stock options. The principal address of Ms. Woodward is 705 Dugan Road, Belpre, OH 45714.

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:

During the year ended December 31, 2014, the Company accrued accounting fees of $12,000 (2013 - $nil) to the Susan Woodward, the Company’s newly appointed Chief Financial Officer.

·	As at December 31, 2014, the following amounts were due to related parties:

		2014
Clarence Smith (CEO)	Accounts payable and accrued liabilities	$	129,592
	Short-term loans	$	20,000
	Convertible note payable	$	100,000

Susan Woodward (CFO)	Accounts payable and accrued liabilities	$	12,000

Amounts included in accounts payable and accrued liabilities are non-interest bearing, unsecured and repayable on demand. Amounts included in short-term loans and convertible note payable have been disclosed in Notes 5 and 6 of the Company’s financial statements for the year ended December 31, 2014.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the years ended December 31, 2014 and 2013, Davidson &Company LLP, the Company’s principal accountants billed the Company $27,162 and $0, respectively for fees for the audit of the Company’s annual financial statements. All amounts are in U.S. dollars, using the Bank of Canada’s average noon exchange rate for 2014 of 1 CAD to 0.9054 USD.

Audit-Related Fees

For the years ended December 31, 2014 and 2013, Davidson & Company LLP 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, 2014 and 2013, Davidson and Company LLP did not bill for professional services for tax compliance, tax advice, and tax planning.

All Other Fees

For the years ended December 31, 2014 and 2013, Davidson & Company LLP 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, 2014 and 2013, Davidson & Company LLP billed the Company $21,956 and $0 for fees for the review of the Company’s quarterly financial statements. All amounts are in U.S. dollars, using the Bank of Canada’s average noon exchange rate for 2014 of 1 CAD to 0.9054 USD.

Audit Committee Pre-Approval Policies

The Company currently does not have a formal audit committee. The Company’ Board of Directors currently approves in advance all audit and non-audit related services performed by the Company’s principal accountants and appointed Peter Jensen 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 INDEX

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

Exhibit		Description
3.1		Certificate of Incorporation ¹
3.2		Bylaws ¹
10.1		Agreement for Rights to sell AAGP Blood Preservation Applications, dated March 4, 2015 and Termination Notice dated October 27, 2014 ³
10.2		Assignment of Patents and Patent Application between the Company and Institut National des Sciences Appliquées de Rouen dated January 5, 2015 ⁴
10.3		Settlement and Indemnity Agreement by and between the Company and Standard Bankcorp Inc. and Mark Ralston dated March 2, 2015 ⁴
10.4		Consulting Agreement between the Company and Clarence E. Smith, dated March 30, 2015 ⁴
10.5		Consulting Agreement between the Company and Susan M. Woodward, dated March 30, 2015 ⁴
10.6		Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015 ⁴
14.1		Code of Ethics ²
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁴
31.2		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁴
32.1		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁴
32.2		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁴
101 INS		XBRL Instance Document
101 SCH		XBRL Schema Document
101 CAL		XBRL Calculation Linkbase Document
101 DEF		XBRL Definition Linkbase Document
101 LAB		XBRL Label Linkbase Document
101 PRE		XBRL Presentation Linkbase Document

	1.	Incorporated by reference from the Company’s registration statement on Form 10-SB/A filed on July 24, 2001 with the SEC.
	2.	Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 13, 2006 with the SEC .
	3.	Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 6, 2014 with the SEC.
	4 .	Filed herewith.

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.

	PROTOKINETIX, INCORPORATED

Dated: April 13, 2015	By:	/s/ Clarence E. Smith
		Clarence E. Smith
		Principal Executive Officer


Dated: April 13, 2015	By:	/s/ Susan M. Woodward
		Susan M. Woodward
		Principal Financial Officer & Principal AccountingOfficer

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: April 13, 2015	By:	/s/ Clarence E. Smith
		Clarence E. Smith
		Chief Executive Officer (principal executive officer) & Chairman of the Board


Dated: April 13, 2015	By:	/s/ Peter J.L. Lawrence
		Peter J.L. Lawrence
		Director

PROTOKINETIX, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2014

C O N T E N T S

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

FINANCIAL STATEMENTS

BALANCE SHEETS	F-3
STATEMENTS OF OPERATIONS	F-4
STATEMENTS OF STOCKHOLDERS' DEFICIENCY	F-5
STATEMENTS OF CASH FLOWS	F-6
NOTES TO FINANCIAL STATEMENTS	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Protokinetix, Inc. (A Development Stage Company)

We have audited the accompanying financial statements of Protokinetix, Inc. (the “Company”), which comprise the balance sheets of Protokinetix, Inc. as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ deficiency, and cash flows for the years ended December 31, 2014 and 2013. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Protokinetix, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years ended December 31, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Protokinetix, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, the Protokinetix, Inc. has suffered recurring losses from operations and has a net capital deficiency. These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants

April 10, 2015

F-2

PROTOKINETIX, INC.

(A Development Stage Company)

BALANCE SHEETS

As at December 31

	2014			2013
ASSETS

Current Assets
Cash	$	317		$	3,065
Accounts receivable (Note 4)		5,497			119
Prepaid expenses and deposits		-			21,461
Total current assets and total assets	$	5,814		$	24,645


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable and accrued liabilities	$	270,893		$	173,962
Short-term loans (Note5)		63,250			143,833
Deposit on sale (Note 3)		-			25,000
Convertible note payable (Note 6)		100,000			300,000
Total current liabilities		434,143			642,795

Stockholders' Deficiency
Common stock, $0.0000053 par value; 400,000,000 common
shares authorized; 175,662,433 and 142,312,433 shares issued and
outstanding for 2014 and 2013 respectively (Note 11)		939			763
Common stock issuable; 3,840,000 and 25,550,000 shares as at
December 31, 2014 and 2013 respectively (Note 11)		20			135
Stock subscriptions received in advance (Note 11)		25,000			25,000
Common stock to be returned to treasury (Note 11)		(25,000	)		-
Additional paid-in capital		25,411,550			25,028,311
Accumulated deficit		(25,840,838	)		(25,672,359	)
Total stockholders' deficiency		(428,329	)		(618,150	)
Total liabilities and stockholders' deficiency	$	5,814		$	24,645

Basis of Presentation-Going Concern Uncertainties (Note 1)
Subsequent Events (Note 13)

See Notes to Financial Statements

F-3

PROTOKINETIX, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2014 and 2013

	2014			2013



EXPENSES
Consulting fees (Note 12)		95,158			213,334
General and administrative		141,500			95,752
Interest		34,418			26,400
Professional fees (Note 12)		133,769			38,591
Research and development		13,750			74,500
		(418,595	)		(448,577	)

OTHER INCOME
Gain on settlement of convertible note payable (Note 6)		192,000			-
Gain on settlement of short-term loans (Note 5)		3,116			-
Write-off of deposit on sale (Note 3)		55,000			-
		250,116			-
Net loss for the year	$	(168,479	)	$	(448,577	)
Net loss per common share (basic and diluted)	$	-		$	-
Weighted average number of common shares outstanding (basic and diluted)		172,401,474			137,107,228

See Notes to Financial Statements

F-4

PROTOKINETIX, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

For the Years Ended December 31, 2014 and 2013


	Common Stock				Common Stock								Stock
											Additional		Subscriptions			Common Stock
					Issuable						paid-in		received in			to be returned			Accumulated
	Shares		Amount		shares			Amount			capital		advance			to treasury			deficit			Total

Balance, December 31, 2012		134,512,433	$	722		-		$	-		$	24,690,587	$	25,000		$	-		$	(25,223,782	)	$	(507,473	)

Issuance of common stock for services		2,000,000		11		-			-			19,989		-			-			-			20,000

Issuance of common stock to settle short-term loans		5,800,000		30		-			-			57,970		-			-			-			58,000

Common stock issuable for services		-		-		25,550,000			135			255,365		-			-			-			255,500

Fair value of compensatory warrants issued		-		-		-			-			4,400		-			-			-			4,400

Net loss for the year		-		-		-			-			-		-			-			(448,577	)		(448,577	)

Balance, December 31, 2013		142,312,433	$	763		25,550,000		$	135		$	25,028,311	$	25,000		$	-		$	(25,672,359	)	$	(618,150	)

Issuance of common stock for services		25,600,000		136		(25,550,000	)		(135	)		999		-			-			-			1,000

Fair value of compensatory warrants issued		-		-		-			-			40,300		-			-			-			40,300

Issuance of commons tock to settle short-term loans		2,500,000		13		-			-			24,987		-			-			-			25,000

Issuance of common stock pursuant to private placement offering		5,000,000		25		-			-			99,975		-			-			-			100,000

Common stock issued in error		250,000		2		-			-			24,998		(25,000	)		-			-			-

Common stock to be returned to treasury		-		-		-			-			-		25,000			(25,000	)		-			-

Common stock issuable on settlement of convertible note payable		-		-		3,840,000			20			191,980		-			-			-			192,000

Net loss for the year		-		-		-			-			-		-			-			(168,479	)		(168,479	)

Balance, December 31, 2014		175,662,433	$	939		3,840,000		$	20		$	25,411,550	$	25,000		$	(25,000	)	$	(25,840,838	)	$	(428,329	)

See Notes to Financial Statements

F-5

PROTOKINETIX, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2014 and 2013

	2014			2013

CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the year	$	(168,479	)	$	(448,577	)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on settlement of convertible note payable		(192,000	)		-
Gain on settlement of short-term loan		(3,116	)		-
Write-off of deposit on sale		(55,000	)		-
Accretion of short-term loan		2,630			733
Issuance and amortization of common stock for services		8,667			13,333
Fair value of compensatory warrants granted		40,300			-
Commitment to issue common stock for services		-			255,500

Changes in operating assets and liabilities:
Accounts receivable		(5,378	)		5,901
Prepaid expenses and deposits		14,794			(14,794	)
Accounts payable and accrued liabilities		128,334			82,563
		(229,248	)		(105,341	)
Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Deposit on sale		30,000			25,000

Net cash from investing activities		30,000			25,000

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Short-term loan proceeds		20,000			81,000
Settlement of short-term loan		(23,500	)
Issuance of common stock for cash		100,000
Convertible note proceeds		100,000

Net Cash from financing activities		196,500			81,000

Net change in cash		(2,748	)		659

Cash, beginning of year		3,065			2,406
Cash, end of year	$	317		$	3,065

Cash paid for interest	$	-		$	-
		-			-
Cash paid for income taxes	$			$

Supplementary information - non-cash transactions:

Common stock issued for consulting services	$	1,000		$	20,000
Common stock issued to settle short-term loans		25,000			58,000
Commitment to issue common stock for services		-			25,500
Accounts payable converted to short-term loans		-			90,000
Short-term loans converted to accounts payable		60,250			-

See Notes to Financial Statements

F-6

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 1. Basis of Presentation – Going Concern Uncertainties

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

The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins ("AFGP"). Subsequent to the year ended December 31, 2014, the Company acquired certain patents and rights for cash consideration of 25,000 Euros (Note 13).

A Cease Trade Order (“CTO”) was issued in respect of the Company’s securities by the British Columbia Securities Commission (“BCSC”) on May 9, 2013 based on the Company’s failure to file annual financial statements for the year ended December 31, 2012 by the deadline of April 1, 2013. The Company has since completed all of the required filings for annual and interim periods and received a full Revocation Order from the BCSC subsequent to the year ended December 31, 2014. (Note 13).

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

The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at December 31, 2014. 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.

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 in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in United States dollars.

F-7

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

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 and deferred income taxes .

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

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

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

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

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

Level 1 inputs are used to measure cash. At December 31, 2014 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 consolidated 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.

Research and Development Costs

Research and development costs are expensed as incurred.

F-8

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

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

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 5,200,000 (2013 – 21,300,000) outstanding warrants and debt convertible into 400,000 (2013 – 12,000,000) common shares ($100,000 convertible note payable with a $0.25 conversion price) 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 Compensation

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

The Company accounts for share-based compensation under "Share-Based Payment," which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model.

The Company accounts for stock compensation arrangements with non-employees in accordance with FASB Codification 505 – 50 “Equity-Based Payments to Non-Employees”, which requires that such equity instruments are recorded at their fair value on the measurement date. 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.

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

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following, among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders' equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, “Risks and Uncertainties”, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and early adopted during the year ended December 31, 2014.

In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

F-9

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 3. Sales Agreement with Intrepid Innovations Corporation

During the year ended December 31, 2013, the Company entered into an agreement with Intrepid Innovations Corporation (“Intrepid”) to sell the exclusive rights for the application of the AAGP molecule. The total purchase price for the exclusive rights to the application was $2,500,000 and was to be paid as follows:

·	$25,000 cash deposit (received);

·	$25,000 paid by cash on or before April 22, 2014 as a balance of the transaction deposit (received);

·	Six monthly payments of $25,000 on or before May 22, June 22, July 22, August 22, September 22 and October 22, 2014 ($5,000 received); and

·	$2,300,000 paid by the issuance of 3,500,000 restricted shares of the buyer as payment of the outstanding balance. These shares can be redeemed by a cash payment at any time within the first 6 months of the effective date of this agreement.

The agreement was terminated during the year ended December 31, 2014 due to non-payment of the agreed to amounts. The amounts advanced are non-refundable in accordance with the agreement and as at December 31, 2014, the Company recognized a gain on deposit on sale in the amount of $55,000 to the statement of operations.

Note 4. Accounts Receivable

Accounts receivable consists of refundable sales tax paid on purchases made in Canada.

Note 5. Short-Term Loans

During the year ended December 31, 2013, the Company received a loan of $20,000. The loan was to be repaid by November 8, 2014, along with $10,000 in interest. In addition, the Company issued 500,000 warrants to the lender, exercisable at $0.25 for a period of 5 years. The proceeds of the loan were allocated between the debt and warrants based on a relative fair value approach, which bifurcates between the values of the two securities at the time of issuance. Using this approach, the fair value of the warrants was estimated at $4,400, with the remaining $15,600 being allocated to the debt portion; to be accreted to its settlement value over the term of the loan.

The loan was settled in August 2014 for $23,500 (Note 6), and total accretion for the year ended December 31, 2014 was $2,630 (2013 - $733), while accrued interest on the loan principal totaled $7,653 as at the settlement date. A gain on settlement of $3,116 was recognized based on a settlement payment made totaling $23,500 (Note 6).

During the year ended December 31, 2014, the Company issued a total of 2,500,000 units to settle $25,000 in short-term loans (Note 11).

A total of $60,250 in short-term loans were paid directly by the Company’s CEO. The amount is now owing to the CEO and has been included in accounts payable and accrued liabilities as at December 31, 2014 as no formal loan agreements had been completed .

The remainder of the short-term loans in the amount of $63,250 (December 31, 2013 - $127,500) are unsecured, non-interest bearing and are repayable on demand.

F-10

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 6. Convertible Note Payable

On July 1, 2011, the Company executed a loan agreement under which the Company issued to a corporation an 8% convertible promissory note in exchange for $300,000. The note holder had the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note was due and payable no later than June 30, 2016, and was convertible into shares of the Company's common stock at $0.025 per share. No beneficial conversion feature was applicable to this convertible note.

During the year ended December 31, 2014, the Company and the corporation commenced discussions in regards to the settlement of the convertible note. A settlement agreement was finalized subsequent to year end, but the Company has accounted for the transaction as at December 31, 2014 . The settlement agreement stipulated that the convertible note plus accrued interest of $84,000 (included in accounts payable and accrued liabilities) was to be settled through the issuance of 3,840,000 shares of the Company’s common stock. The fair value of the shares was determined to be $192,000 ($0.05 per share) and the Company recognized a gain on settlement in the amount of $192,000 as at December 31, 2014 (Note 11). The settlement agreement also stipulated the payment of $161,750 to the corporation to settle other amounts included in accounts payable and accrued liabilities and short-term loans.

On June 17, 2014, the Company executed a loan agreement under which the Company issued to a related party an 8% convertible promissory note in exchange for an initial amount of $10,000, with the ability to be increased to $100,000. During the year ended December 31, 2014, additional amounts totaling $90,000 were advanced, $23,500 of which was paid directly to settle certain short-term loans outstanding (Note 5). The note holder has the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note is due and payable no later than December 31, 2015, and is convertible into shares of the Company's common stock at $0.25 per share. No beneficial conversion feature was applicable to this convertible note.

Note 7. Income Taxes

The Company is liable for taxes in the United States. As of December 31, 2014, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.

The Company has tax losses of approximately $ 25,800,000 (2013 - $25,700,000) to reduce future taxable income. The tax losses expire in years starting from 2028.

The deferred tax asset associated with the tax loss carry forward is approximately $ 8,800,000 (2013 - $8,700,000). The Company has provided a full valuation allowance against the deferred tax asset since it is more likely than not that the asset will not be realized. The difference between the Company's statutory income tax rate of (34%) and its effective rate of zero is primarily attributable to the valuation allowance provided on deferred taxes arising from net operating loss carryforwards.

F-11

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 8. Share-Based Compensation

The Company does not have a Stock Incentive Plan in place as at December 31, 2014 and 2013. During the years ended December 31, 2013 and 2014, the Company issued shares of common stock to non-employee consultants for services rendered as follows:

2013	Number of Shares		Value per Share		Total

May 2013		2,000,000	$	0.01	$	20,000
Total, December 31, 2013		2,000,000			$	20,000

2014	Number of Shares		Value per Share		Total

January 2014		25,550,000	$	0.01	$	255,500
June 2014		50,000	$	0.02	$	1,000
Total, December 31, 2014		25,600,000			$	256,500

Note 9. Stock Options

Stock option transactions are summarized as follows:

Number of

Options

Weighted

Average Exercise

Price

Aggregate

Intrinsic

Value

Outstanding and exercisable at December 31, 2014 and 2013

Weighted average fair value of options granted during the year

Nil

At December 31, 2014 and 2013, there were no stock options outstanding.

F-12

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 10. Warrants

There were 4,700,000 (2013 – 6,300,000) warrants issued and 20,800,000 (2013 – 1,530,000) warrants that expired unexercised during the year ended December 31, 2014.

Warrant transactions are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price

Balance, December 31, 2012		16,530,000		$	0.04
Issued		6,300,000			0.03
Expired		(1,530,000	)		0.15

Balance, December 31, 2013		21,300,000		$	0.03
Issued		4,700,000			0.07
Expired		(20,800,000	)		0.02


Balance, December 31, 2014		5,200,000		$	0.09

At December 31, 2014, the following warrants were outstanding:

Number of Warrants		Exercise Price		Expiry Date
	2,500,000	$	0.05	February 18, 2015
	1,600,000		0.10	January 1 , 2016
	300,000		0.05	January 1 , 2016
	300,000		0.15	January 1 , 2016
	500,000		0.25	November 8, 2018
	5,200,000

During the year ended December 31, 2014, the Company issued a total of 4,700,000 warrants, of which 2,200,000 warrants were compensatory for consulting services provided to the Company by arm's length parties. The value of these warrants was estimated at $40,300 using the Black-Scholes Option Pricing Model with the following assumptions:


Risk-free interest rate		2.36	%
Annual dividends		-
Expected stock price volatility		125.00	%
Expected life	2 years

F-13

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 10. Warrants cont'd...)

The relative fair value of 500,000 warrants issued in connection with a short-term loan advanced to the Company during the year ended December 31, 2013 (Note 5) was estimated using the Black-Scholes Option Pricing Model with the following assumptions:


Risk-free interest rate		1.83	%
Annual dividends		-
Expected stock price volatility		125.00	%
Expected life	5 years

Subsequent to the year ended December 31, 2014, 2,500,000 warrants expired unexercised on February 18, 2015.

Note 11. Stockholders’ Deficiency

The Company is authorized to issue 400,000,000 (2013 – 400,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of December 31, 2014 (2013 - $nil).

During the year ended December 31, 2014, the Company:

a)	Issued 25,550,000 shares of restricted common stock for consulting, research and investor relations services provided during the year ended December 31, 2013. The value of these shares was $255,500 and had been accrued as common stock issuable as at December 31, 2013.

b)	Issued 50,000 shares of common stock to an individual for website services provided during year ended December 31, 2014. The value of these shares was $1,000 and was recorded as general and administrative expense.

c)	Issued 2,200,000 compensatory warrants with a fair value of $40,300 (Note 10).

d)	Issued 2,500,000 units to settle a portion of the short-term loans totaling $25,000. Each unit consists of one share of common stock and one warrant exercisable at a price of $0.05 for a period of 1 year expiring on February 18, 2015 (Note 10).

e)	Issued 5,000,000 units at $0.02 per unit to a related party for gross proceeds of $100,000.

Issued 250,000 shares of common stock in error. Management of the Company had believed that they had issued the shares pursuant to share subscriptions previously received during the year ended December 31, 2010 . The shares were issued to the wrong individual and were returned to treasury and cancelled subsequent to the year ended December 31, 2014 (Note 13). Management has identified the original subscriber to the 2011 financing and has issued the 250,000 shares to this individual subsequent to December 31, 2014 (Note 13).

As at December 31, 2014, the Company is committed to issue a total of 3,840,000 shares of common stock pursuant to a settlement agreement related to a convertible note payable (Note 6). The fair value of these shares has been determined to be $192,000 and has been accrued as at December 31, 2014. The shares were issued subsequent to year end (Note 13).

As at December 31, 2013, the Company was committed to issue a total of 25,550,000 shares of common stock to arm`s length and related parties for consulting, research and investor relations services provided.

During the year ended December 31, 2013, the Company:

a)	Issued 2,000,000 shares of common stock for services provided. The fair value of these shares was determined to be $20,000.

b)	Issued 5,800,000 units to settle short-term loans. Each unit consists of one common share and one warrant to purchase an additional share of the Company’s common stock at an exercise price of $0.01. The warrants expired on October 1, 2014.

F-14

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 12. Related Party Transactions and Balances

During the year ended December 31, 2014, the Company accrued accounting fees of $12,000 (2013 - $nil) to Susan Woodward, the Company’s CFO .

During the year ended December 31, 2013, related party consulting fees totaled $45,000, representing the fair value of 4,500,000 shares of common stock issued to Ian Gregory, a former director, and Ross Senior, the Company’s former President, CEO and CFO.

Ross Senior was paid a consulting fee of $45,975 during the year ended December 31, 2014 (2013 – paid or accrued $42,500).

As at December 31, 2014 and 2013, the following amounts are due to related parties:

		2014		2013
Clarence Smith (CEO)	Accounts payable and accrued liabilities	$	129,592	$ nil
	Short-term loans	$	20,000	$ nil
	Convertible note payable	$	100,000	$ nil

Susan Woodward (CFO)	Accounts payable and accrued liabilities	$	12,000	$ nil

Note 13. Subsequent Events

Subsequent to the year ended December 31, 2014, the Company:

a)	Received a full Revocation Order from the BCSC in regards to its previously implemented CTO (Note 1). The Company was also required to pay a fine totaling $10,000, half of which is to be paid by the Company’s former CEO and CFO.

Entered into a directorship agreement effective February 25, 2015 with a newly appointed director of the Company. Pursuant to the agreement, the director was issued 1,000,000 shares of common stock as an engagement fee and will be entitled to a compensatory service fee. The director is also entitled to 1,000,000 stock options on signing, with each stock option exercisable into a common share at a price of $0.05 for a period of 3 years. All of the stock options will vest 10 days following the grant.

Entered into a consulting agreement effective March 1, 2015, whereby the Company would pay the consultant $10,000 on signing and $5,000 per month for an initial term of 1 year for providing research and development services. The consultant is also entitled to 5,000,000 stock options within 30 days of the consulting agreement, with each stock option exercisable into a common share at a price of $0.04 for a period of 5 years. The stock options will vest at the rate of 25% every 3 months over the term of the agreement.

Entered into a consulting agreement effective March 1, 2015, whereby the Company would pay the consultant $2,700 per month for an initial term of 1 year for providing public relation services. The consultant is also entitled to 400,000 shares of common stock, which will be issued at a rate of 25% (100,000 shares) every 3 months over the term of the agreement. The consultant is also entitled to 1,000,000 stock options on signing, with each stock option exercisable into a common share at a price of $0.10 for a period of 5 years. The stock options will vest at the rate of 25% every 3 months over the term of the agreement.

e)	Issued 3,840,000 shares of common stock pursuant to a settlement agreement completed on March 2, 2015 with a convertible note holder (Notes 6 and 11).

f)	Entered into a subscription agreement on March 3, 2015 with the Company’s President and CEO whereby the Company issued a total of 15,000,000 shares of common stock at a price of $0.025 per share for proceeds of $375,000.

F-15

PROTOKINETIX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

Note 13. Subsequent Events (cont'd...)

g)	Cancelled 250,000 shares of common stock that were returned to treasury. The shares had been issued in error and the Company had accounted for the return as “Common stock to be returned to treasury” as at December 31, 2014 (Note 11).

h)	Issued 250,000 shares of common stock pursuant to a stock subscription received during the year ended December 31, 2010 (Note 11).

Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Company’s President and CEO whereby he will be compensated at a nominal amount of $1 for services through to December 31, 2015. The agreement also stipulates a termination fee that would pay the Company’s President and CEO $100,000 if terminated without cause or in the case of termination upon a change of control event, the termination fee would be equal to $100,000 plus 2.5% of the aggregate transaction value of the change of control.

Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Company’s CFO whereby she will be compensated at a monthly fee of $4,000 for services through to December 31, 2018 ($4,000 per month for fiscal 2015, then increased by not less than 5% each year thereafter). She is also entitled (as of February 26, 2015) to 4,000,000 stock options exercisable into common shares of the Company for a period of 5 years at a price of $0.04 per share. The options will vest monthly in tranches of 400,000 over 10 months. She will also be entitled to as additional 2,000,000 stock options exercisable for a period of 2 years at a price of $0.04 per share that will vest only upon a change in control. If terminated without cause, the agreement also stipulates a termination fee that would pay the Company’s CFO three times her monthly consulting fee in effect as of the date of termination or if terminated without cause after January 1, 2016, six times her monthly consulting fee in effect as of the date of termination. In the case of termination upon a change of control event, the termination fee would be equal to two times the amount that she would receive as if terminated without cause.

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 25,000 Euros. The amount was paid subsequently.

l)	Entered into subscription agreements in March 2015 whereby the Company issued a total of 2,500,000 shares of common stock at a price of $0.05 per share for proceeds of $125,000.

m)	Entered into subscription agreements in April 2015 whereby the Company will issue a total of 1,937,500 shares of common stock at a price of $0.08 per share for proceeds of $155,000.

Entered into a royalty agreement on March 23, 2015 with the Governors of the University of Alberta (the “University”) whereby the University had developed certain intellectual property (the “Patent Rights”) in conjunction with and by permission of the Company employing patented intellectual property of the Company. The agreement assigns the Patent Rights to the Company in return for 5% of any future gross revenues (the “Royalty”) derived from products arising from the Patent Rights. The Company will have the right and option for two years from the earlier of the first date that the University publishes its research related to the Patent Rights or September 1, 2015 to buy out all of the University’s Royalty for consideration of the aggregate sum of CDN $5,000,000.

F-16

Exhibit 10.2

INSI

INSTITUT NATIONAL DES SCIENCES APPLIQUEES

ROUEN

Saint Etienne du Rouvray, Ie 28 Octobre 2014

Direction de la Recherche et de la Valorisation

Affaire suivie par Mme JOUETTE/Mme VANDER EECKEN

Tel: 02 32 95 66 62

Karine.jouette@insa-rouen.fr

Objet: Cession de brevets

Monsieur,

L'INSTITUT NATIONAL DES SCIENCES APPLIQUEES DE ROUEN(INSA) de 685 avenue de l'Universite, BP08, 76801, Saint-Etienne-du-Rouvray, Cedex, France, cede et transfere a PROTOKINETIX, INC domiciliee a 2225 Folkestone Way, V7S 2Y6 West Vancouver, CB, CANADA, qui I'accepte, la propriete pleine et entiere des brevets inscrits dans l e contrat intitule «ASSIGNMENT OF PATE NTS AND PATENT APPLICATION ICESSION DE DEMANDE DE BREVETS ET BREVETS» signe en date du / /2014.

Ce present courrier de cession est fait sans reserve d'aucune sorte.

Cette presente cession de brevet est consentie moyennant Ie paiement par PROTOKINETIX, INC a L'INSA DE ROUEN d'une somme de 25 000 € (vingt-cinq mille euros).

NA TlONAL I NSTITUTE OF APPLIED SCIENCES OF ROUEN (INSA) of 685 avenue de l'Universite, BP08, 76801, Saint-Etienne-du-Rouvray, Cedex, France, assigns and transfers to PROTOKINETIX,INC based in 2225 Folkestone Way, V7S 2Y6, West Vancouver, BC, Canada, who accepts full and complete ownership of the patents listed in the contract entitled "ASSIGNMENT OF PATENTS AND PATENT APPLICATlON / TRANSFER OF PATENTS AND PATENT APPLICATION" signed on / /2014.

The present letter assignment is made without reservation of any kind.

The present patent assignment is granted upon payment by PROTOK/NET/X, /NC to /NSA of a

sum of € 25,000 (twenty-five thousand euros).

La somme indiquee ci-dessus sera versee par virement au par cheque a I'INSA a I'ordre de :

The amount indicated above will be paid by bank transfer or by check payable to INSA:

Monsieur l'Agent Comptable de I'INSA de Rauen BP 08 - 685 Avenue de l'Universite

76801 SAINT ETIENNE DU ROUVRAY Cedex

Domiciliation : Trasor Public de Rauen

Code Banque: 10071 ; Code Guichet: 76000 ; N ° de compte: 00001000151 ; Cle RIB: 50

INSA ROUEN

Campus du Madrillet

685, avenue de I'Universite ...SP08 .. 76801 Sf.,INT.ETIENNE ..DU ..ROUVR,W CEDEX .. France

Tel.+ 33 (0)2 32 95 97 00 Fax + 33 (0)2 32 985 98 60

www.insa-rouen.fr

INSI

INSTITUT NATIONAL DES SCIENCES APPLIQUEES

ROUEN

Cette somme sera versee par PROTOKINETIX a L'INSA apres signature de la cession de demande de brevets et brevets et ce a compter du 01/01/2015.

This sum is to be paid by PROTOKINETIX, INC. to INSA after signing the sale of patent applications and patents and effective as of 01/01/2015.


/s/ M. Ross Senior			/s/ M Jean-Louis Billoet
M. ROSS SENIOR			M. JEAN-LOUIS BILOET
November 20, 2014 CEO, PROTOKINETIX, INC. Titre/Title			Director INSA de Rouen Titre/Title

ASSIGNMENT OF PATENTS AND PATENT APPLICATION

CESSION DE DEMANDE DE BREVETS ET BREVETS

WHEREAS, INSTITUTNATIONAL DES SCIENCESAPPLIQUEESDE ROUEN (INSA) of INSA DE ROUEN, 685 avenue de l'Universite, BP08, 7680 I SAINT ETIENNE DU ROUVRA Y, CEDEX, France; hereinafter referred to as the "ASSIGNOR,"is the exclusive owner of the patents and patent application(s) listed in Schedule I attached hereto and any inventions disclosed therein, all relating generally to GEM DIFLUORINA TEDC-GLYCOPEPTIDES, THEIRPREPARATIONAND THEIRUSE FORTHEPRESERVATIONOF BIOLOGICALMATERIALSAND/ORIN CRYOSURGERY: AND WHEREAS, PROTOKINETIX, Inc. of 2225 FolkestoneWay, West Vancouver, BC,Canada, hereinafter referred to as the "ASSIGNEE,"isdesirousofacquiring ASSIGNOR'sinterest in the said invention(s) and application(s) and in any Letters Patent which may be granted on the same; NOW, THEREFORE,TO ALL WHOM IT MAY CONCERN: Be it known that, for good and valuable consideration, receipt of which is hereby acknowledgedby Assignor, Assignor has sold, assignedand transferred, and by these presents does sell, assign and transfer unto the said Assignee, and Assignee's successors and assigns, all the Assignor's right, title and interest in and to the said invention(s) and application(s), and in and to any Letters Patent which may hereafter be granted on the same and in and to any divisions, continuations, continuations-in-part, renewals, re- examinations and extensions of said applications, the right to claim priority to the application(s) under any and all international treaties, and the right to take any legal action concerning the rights granted by any such patents or patent applications including the right to sue for any past or previous infringements,the said interest to be held and enjoyed by said Assignee as fully and exclusively as it would have been held and enjoyed by said Assignor had this Assignment and transfer not been made, to the full end and term of any Letters Patent which may be granted thereon.		CONSIDERANT QUE, INSTITUT NATIONAL DES SCIENCESAPPLIQUEES DE ROUEN (INS A) de INSA DE ROUEN, 685 avenue de I'Universite, BP08, 76801 SAINT ETIENNE DU ROUVRA Y, CEDEX, France; ci- apres denomme "Ie CEDANT", est Ie proprietaire exclusif des brevets et demande de brevet (s) Iistees dans I'annexe I ci-jointe et toutes les inventions qui y sont decrites, tous portant generalementsur C- GLYCOPEPTIDESGEM-DIFLUORES,LEUR PREPARATIONETLEURUTILISATION POUR LA CONSERVATIONDE MATIERES BIOLOGIQUESET/OULA CRYOCHIRURGIE: ET CONSIDERANT QUE, PROTOKINETIX, INC. de 2225 Folkestone Way, West Vancouver, BC, Canada, ci-apres denomme "Ie CESSIONNAIRE", est desireux d'acquerir I'interet du cedant dans cette/ces invention(s) et demande(s) de brevet(s) et dans toutes les lettres patentes sont ou seront accordees a partir de cette/ces demande(s); PAR CONSEQUENT, A QUI DE DROIT: en consideration de toute consideration de valeur, dont la reception est par la presente reconnue par Ie Cedant, par Ia presente confirme que Ie Cedant a vendu, assigne et transfere et par la presente vends / assigne et transrere au dit Cessionnaire et ses successeurs, la totalite des droits exclusifs a ladite invention aux Etats-Unis d'Amerique, Canada et dans tout autre pays et la totalite des droits, titre et interet dans tout brevet d'inventions relie pouvant etre accorde, et la totalite des droits, titre et interet dans ladite / lesdites demande(s) de brevet, demande(s) divisionnaire(s), demande(s)encontinuation,demande(s)en continuation partie lIe et prolongementde ladite / desdites demande(s) de brevet, ainsi que Ie droit de revendiquer Ie benefice du droit de priorite obtenu par la Convention internationale pour la protection de la proprieteintellectuellebasee sur ladite / lesdites demande(s) de brevet, ainsi que Ie droit d'intenter une action en justice contre toute atteinte portee aux droits attaches au brevet ou a la demande de brevet, y compris les actes de contrefa~on anterieurs a la presente cession, led it interet a etre detenu et apprecie par Iedit Cessionnaire aussi pleinement et exclusivement qu'it aurait ete detenu et apprecie par ledit Cl~dant si cette cession et Ie transfert n'avait pas eu lieu, jusqu'a la fin de la duree de vie des Iettres patentes

Assignor further agrees that he/she will promptly on request by Assignee, without charge to Assignor, and at Assignee's expense, cooperate with Assignee in the prosecution, defence and enforcement of said applications and/or Letters Patent, and will use best efforts to execute, verify, acknowledge and deliver all such further papers, including applications for Letters Patent and for the reissue thereof, and additional instruments of assignment and transfer thereof, and will use best efforts to perform such other acts as Assignee lawfully may request, to obtain, maintainand enforce Letters Patent for said invention(s) and improvements, and to vest title thereto in Assignee, or Assignee's successors and assigns. The parties hereby agree that this Assignment and the relationship of the parties hereto will be governedby the laws of British Columbia and the laws of Canada applicable therein, and that this Assignment will be subject to the exclusive jurisdiction of the courts of Vancouver, British Columbia		qui peuvent etre accordees. Le Cedant conviens qu'i1 devra rapidement, sur requete du Cessionnaire, sans frais au Cedant, et aux frais du Cessionnaire, cooperer avec Ie Cessionnaire dans la poursuite, la defense et I'application de ladite demande de brevet(s) etlou des lettres patentes,fera de son mieux pour executer, verifier, reconnaitreet remettretous autres documents, y comprisles demandesde brevets et leur redelivrance, et les instruments de la cession et Ie transfert supplementairesde celIe(s)- ci(s), et fera de son mieux pour effectuer tout autres actes sur requetelegale du Cessionnaireafin d'obtenir, maintenir et faire respecter les lettres patentes de ladite/desdites invention(s) et des leurs ameliorations, et pour y assigner Ie titre au nom du Cessionnaire, sessuccesseurs, ayant-droits, representants legaux et beneficiaires designes. Les parties conviennent que la presente cession et la relation entre les parties aux presentes seront regis par les lois de la Colombie-Britannique et les lois du Canada qui y sont applicables, et que cette Cession sera soumis a la competence exclusive des tribunaux de Vancouver, Colombie- Britannique.
IN TESTIMONY WHEREOF, the Assignor and Assignee have executed this Assignemnt on the dates indicated and with effect as of / EN FOI DE QUOI, Ie Cedant et le Cessionnair ont signe la presente cession aux dates indiquees et avec effet a compter de: 05/04/2015
WITNESS/TEMOIN /s/ DHUIVONNROUX DHUIVONROUX (Name/Nom) St Etienne, Du Rouuray (76800) (Address/Adresse)		ASSIGNOR/CEDANT, Institut National des Sciences Appliquees de Rouen: By/Par: /s/ Jean-Louis Billoet Name/Nom: Jean-Louis Billoet Date/Date du: 05/01/2015
WITNESS/TEMOIN /s/ E. Taylor (Signature) E. Taylor (Name/Nom) 3364 Ave, Vancouver (Address/Adresse)		ASSIGNEE/CESSIONAIRE. ProtoKinetix, Inc.: By/Par: /s/ Ross Senior Ross Senior, C.E.O. Date/Date du: Dec. 2, 2014

AFFIDAVIT OF EXECUTION

I, JEAN LOUIS BILLOET, whose full post office address is 685 Avenue de l'Universite BP08 76801 Saint Etienne du Rouvray France, MAKE OATH AND SAY:

That I am JEAN LOUIS BILLOET, an authorized signatory of Institut National Des Sciences Appliquees de Rouen (INSA)., one of the parties named in the accompanying assignment of patents and patent Applications relating to the assignment of inventions and patents and patent applications to ProtoKinetix, Inc., and the signature thereon is my own and was applied by my free act and deed on behalf of and with the knowledge, approval and authority ofInstitut National Des Sciences Appliquees de Rouen, knowledge, approval and authority ofInstitut National Des Sciences Appliquees de Rouen,

SWORN BEFORE ME in the City of Saint Etienne du Rouvray, in France, this 08 day of Decembre, 2014.		/ s/ Jean-Louis Billoet Authorized Signatory of: Institut National Des Sciences Appliquees de Rouen
//SIGNED// //SEAL//

JEAN LOUIS BILLOE, dont l'adresse complete est 685 Avenue de l'Universite BP08 76801 Saint Enennevray France, DECLARE SOUS SERMENT:

Que je suis JEAN LOUIS BILLOET, signataire autorise de Institut National Des Sciences Appiquees de Rouen (INSA)., l'une des parties nommees dans la cession de brevets et de demandes de brevets ci-jointe en relation a la cession d'inventions et de brevets et de demandes de brevets cede a Institut Nati nal Des Sciences Appliquees de Rouen (INSA)., et que la signature qui y est mienne et a ete applique en mon acte libre et volontaire au nom de et en toute connaissance, approbation et autorite de l'Institut National Des Sciences Appliquees de Rouen (INSA).

DECLARE SOUS SERMENT DEY ANT MOl dans la ville de Saint Etienne du Rouvray, France, ce 8 jour de Decembre, 2014 /s/ M. DHUIVONROUX Notaire de et pur la Province/Etat de: Notaire a St ETENNE DU ROUVARY		/ s/ Jean-Louis Billoet Authorized Signatory of: Institut National Des Sciences Appliquees de Rouen
//SIGNED// //SEAL//

AFFIDAVIT OF EXECUTION

I, ROSS SENIOR, whose full post office address is 2225 Folkestone Way, West Vancouver, BC, Canada, MAKE OATH AND SAY:

That I am ROSS SENIOR, C.E.O. and an authorized signatory of ProtoKinetix, Inc., one of the parties named in the accompanying assignment of patents and patent applications relating to the assignment of inventions and patents and patent applications to ProtoKinetix, Inc., and the signature thereon is my own and was applied by my free act and deed on behalf of and with the knowledge, approval and authority of ProtoKinetix,Inc.

SWORN BEFORE ME in the city of Vancouver, in the Province of BC, this 2 day of December , 2014 /s/ Euan Taylor A Notary in and for Province/State of BC		/s/ Ross Senior ROSS SENIOR
Euan Taylor Beniot Cote Law Corporation 3364 W 1st AVe., Vancouver BC V6R 1G4 M: 778-996-6764; D: 604-738-6764

Je, ROSS SENIOR, dont I'adresse complete est 2225 Folkestone Way, West Vancouver, BC, Canada, DECLARE SOUS SERMENT:

Que je suis ROSS SENIOR, C.E.O, signataire autorise de ProtoKinetix, Inc., I'une des parties nommees dans la cession de brevets et de demandes de brevets ci-jointe en relation a la cession d'inventions et de brevets et de demandes de brevets cede a ProtoKinetix, Inc., et que la signature qui yest mienne et a ete applique en mon acte Iibre et volontaire au nom de et en toute connaissance, approbation et autorite de ProtoKinetix,Inc.

ProtoKinetix,Inc.

DECLARE SOUS SERMENT DEVANT MOI dans la ville de Vancouver, dans Tuesday, ce _____ jour de _______________, 2014. _________________________ Notarie de et pur la Province/Etat de:		___________________ ROSS SENIOR

SCHEDULE / ANNEXE 1
TO THE ASSIGNMENT OF PATENTS AND PATENT APPLICATIONS BETWEEN		A LA CESSION DE BREVETs et DEMANDE DE BREVETS ENTRE

INSTITUT NATIONAL DES SCIENCES APPLIQUEES DE ROUEN (INSA)

PROTOKINETIX, INC.

Country	Serial Number	Filing Date	Status
France	2,878,851	December 2, 2004	Abandonne/Abandoned
Internatinoal (PCT)	PCT/IB2005/003940	December 2, 2005	Expire/Expired
Canada	2,588,801	December 2, 2005	Allouee/Allowed
Europe (including any national filings and validations thereof)	EP 1,817,329	December 2, 2005	Allouee/Allowed
France (validation of European patent)	EP 1,817,329	December 2, 2005	Validation EP
Germany (validation of European patent)	EP 1,817,329	December 2, 2005	Validation EP
Great Britain (validation of European patent)	EP 1,817,329	December 2, 2005	Validation EP
Australia	2005310961	December 2, 2005	Abandonne/Abandoned
Brazil	PI0518708-7	December 2, 2005	Abandonne/Abandoned
China	2005-80044994.6	December 2, 2005	Abandonne/Abandoned
India	4089/DELNP/2007	December 2, 2005	Abandonne/Abandoned
Japan	2007-543945	December 2, 2005	Abandonne/Abandoned
Russia	2007124554	December 2, 2004	Abandonne/Abandoned
United States	8,394,362	December 2, 2005	Delivree/Issued

This is Schedule 1 referred to in the attached assignment of patents and patent applications / Ceci est l'Annexe l auquel l a cessiou des brevets et demaudes de brevets ci-joiute fait refereuce

/s/ Ross Senior

(Ross Senior) (Wi s)

/s/ E. Taylor

(Witness)

This is Schedule 1 referred to in the attached Assign ment of Patents and Patent Applications / Ceci est l'Annexe 1 auquella cession des brevets et demandes de brevets ci-jointe fait reference

/s/ Jean-Louis Billoet

(Signatory for / Signataire pur INSA)

/s/ M DHUIVONROUX

Notary

Exhibit 10.3

SETTLEMENT AND INDEMNITY AGREEMENT

IBIS AGREEMENT dated for reference 2nd day of March, 2015.

BETWEEN:
	Protokinetix, Inc. having a business address at 9176 South Pleasant Highway, St. Marys, West Virginia, USA261 70 (the "Company")
AND		OF THE FIRST PART
	Standard Bankcorp Inc . having a business address at 6528 Wellington Place, West Vancouver, BC V7W 2Jl (the "Creditor")
		OF THE SECOND PART
AND
	Mark Ralston (the "Principal") having a mailing address at 6528 Wellington Place, West Vancouver, BC V7W 2Jl
		OF THE THIRD PART

WHEREAS:

The Creditor asserts that the Company owes the Creditor a first debt due of $300,000US plus accrued interest of $84,000US (collectively the "First Debt") and that the Company owes the Creditor a second debt of $161,750US ("Second Debt") (collectively the "Amount Owed") for expenses paid, advances made and services rendered by the Creditor to the Company;

B.	The Principal has agreed to enter into this agreement to ensure the performance of the Creditor and give the Company assistances on which the Company relies;

C.	This agreement is an omnibus settlement of all matters between the parties;

NOW THEREFORE TIIlS AGREEMENT WITNESSETH that in consideration of one ($1.00) dollar (the receipt and sufficiency of which is hereby acknowledged) and the mutual covenants and agreements herein contained, and subject to the terms and conditions set forth herein, the parties hereto agree as follows:

The Company hereby agrees to issue to the Creditor and the Creditor hereby agrees to accept from the Company 3,840,000 common shares (the "Shares") of the Company at a deemed price of $0.10US per Share in full settlement of the First Debt and the Company agrees to pay $161,750US in full settlement of the Second Debt, including settlement of any interest, subject to the following:

(a)	This agreement shall not be enforceable and the Shares shall not be issued or issuable until the issuance is approved or not prohibited by the British Columbia Securities Commission

("BCSC");

(b)	The Creditor and Principal agree that $60,000US of the Second Debt shall be paid directly to Clarence Smith settling debt of the Creditor to Clarence Smith;

(c)

For a period of 18 months from the date hereof the Company shall have a right of first refusal ("RFR") for the Shares such that when the Creditor intends to sell any Shares the Creditor shall give the Company written notice of the intent to sell and the Company shall have 30 days in which to find buyers or to purchase such Shares itself;

(d)	The Principal warrants as follows:

(i)	That the Principal shall employ all influence with the Creditor to ensure compliance with this agreement;

(ii)	The Principal shall within 10 days of execution of this agreement deliver to the Company all Company property and information in his possession or control and shall cause the Creditor to also do so;

(iii)

The Principal shall assist the Company with all such matters as the Company may reasonably require to deal with historical reviews, financial reports, investigations by any regulators or with proceedings by any party or any other matter regarding the Company in which the Principal has particular knowledge;

A certificate(s) legended as appropriate according to law and recording the RFR representing the Shares in the name of the Creditor shall be issued forthwith upon this agreement being approved by the Board of Directors of the Company (the "Board") and not offending the BCSC. At the time of issuance of the Shares, all necessary action will have been taken by the Board to authorize the issuance of the Shares in the manner contemplated by this agreement.

For due and valuable consideration, the receipt of which is acknowledged, the Creditor and the Principal hereby remise, release, hold harmless, indemnify and forever discharge the Company and any and all affiliates, agents, attorneys, family and any other associates related to their involvement with the Company and its technology and from all manner of action, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, conflicts, claims, damages or third party claims caused by action or negligence of the Creditor or Principal, investigations, consequences of the foregoing, damages and demands, whether known or unknown, suspected or unsuspected, whether at law or in equity, which against the Company the Creditor and the Principal ever had, now has, or which any affiliated company or person has or may have and which hereafter can, shall or may arise by reason of any cause, matter or thing whatsoever existing up to the date of this Agreement or which may arise hereafter from any matter whose cause materially or substantially arises from a fact or claim or circumstance existing on or prior to the date of this Agreement excluding only claims for fulfillment or breach of this agreement.

For due and valuable consideration, the receipt of which is acknowledged, the Company hereby remises, releases, holds harmless and forever discharges the Creditor and the Principal and any and all affiliates, agents, attorneys, family and any other associates related to its involvement with the Company and from all manner of action, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims, investigations, consequences of the foregoing, damages and demands, whether known or unknown, suspected or unsuspected, whether at law or in equity, which against them the Company ever had, now has, or which any affiliated company or person has or may have and which hereafter can, shall or may arise by reason of any cause, matter or thing whatsoever existing up to the date of this Agreement or which may arise hereafter from any matter whose cause materially or substantially arises from a fact or claim or circumstance existing on or prior to the date of this Agreement excluding only claims for fulfillment or breach of this agreement.

The Creditor represents and warrants that it has not assigned the Amount Owed, in whole or in part, to any other party. Further, the Creditor agrees that no representations, warranties or covenants have been made as to the past, present or future value of the shares of the Company, or the business or as to the future viability of the Company or its business.

6.	This Agreement constitutes the entire Agreement and supersedes any previous understandings, communications, representations and agreements, whether written or oral.

7.	The parties shall take such further acts and execute such additional documentation as may be necessary from time to time to give full effect to the intent of this agreement.

8.	Each party to this agreement represents and warrants to the other that: at the party is authorized to execute and deliver this agreement;

b.	this Agreement constitutes a valid and binding obligation on the party; and

c.	this Agreement is enforceable against the party in accordance with its terms.

9.	If a provision of this agreement shall be found to be wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof.

10.

This Agreement shall enure to the benefit of and be binding upon the parties hereto, and each of their heirs, executors, administrators, successors and permitted assigns. No assignment may be made of any aspect of this agreement except with permission of the other parties which permission shall be at the sole discretion of the permitting parties.

11.	This Agreement may be executed in counterparts, which taken together shall constitute one and the same instrument, and any facsimile signature shall be taken as an original.

12.

Each notice, demand or other communication required or permitted to be given under this agreement shall be in writing and shall be delivered to the other party(ies) at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be deemed to be the second business day following date of delivery thereof. Transmission by facsimile or e-mail, with electronic confirmation, shall be considered delivery. Any party may at any time and from time to time notify the other parties in writing of a change of address.

13.	It is hereby acknowledged by the parties hereto that, as between the Company and the other parties herein, Beadle Raven, Barristers and Solicitors, acts solely for the Company, and that the other parties have been advised to obtain independent legal advice with respect to this agreement.

[The remainder of this page purposely left blank}

1 4. This Agreement is governed by the laws of the province o f B ritish Columbia and t he parties agree to submit and attorn to the exclusive jurisdiction of any competent Court in British Columbia any dispute which involves or may involve this agreement.

IN WITNESS WHEREOF the parties have hereunto ex ecuted this Agreem ent as of the day an d year first above mentioned.

	Protokinetix, Inc Per: /s/ Clarence E. Smith Clarence E. Smith
	Standard Bankcorp Inc. Per: /s/ Mark Ralston Mark Ralston, President
	/ s/ Mark Ralston Mark Ralson

Exhibit 10.4

PROTOKINETIX, INCORPORATED

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of March 30, 2015 and made effective as of January 1, 2015 (the “Effective Date”), by and between ProtoKinetix, Incorporated, a Nevada corporation (“Company”), and Clarence E. Smith, an individual (“Consultant”).

WHEREAS, the Company is a bio-technology company in the business of developing anti-aging glycoproteins (“AAGP”) for the purpose of enhancing cell survival and health in various applications including transplant procedures, engraftment of tissue and cell preservation; and

WHEREAS, the Company desires Consultant to perform certain services for the Company and the Consultant has agreed to provide such services, on the terms and conditions set forth herein.

AGREEMENT :

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant agree as follows:

1. Services .

(a) General Services . During the Term (as defined below) of this Agreement the Consultant will provide the Company with such general corporate, administrative, technical and management services as is considered necessary or advisable for the due and proper provision of services as CEO within the normal duties of a CEO (collectively, the “Services”).

(b) Specific Services . Without limiting the generality of the Services to be provided as set forth above, it is hereby acknowledged and agreed that the Consultant will provide the following specific services:

(i) supervision of the hiring and conduct of competent personnel as are required for the management of the Company’s business and financial affairs;

(ii) supervision and direction of the activities of management, staff and consultants as the Company’s most senior executive in pursuit of the Company’s business plans;

(iii) direction and conduct of capital funding projects and resources which are necessarily incidental thereto;

(iv) supervision of the preparation and dissemination of business plans and reports to the Board of Directors of the Company and eligible capital funders and bankers; and

(v) such other activities as are necessary or incidental to the above from time to time and as requested by the Board of the Directors of the Company.

2. Compensation and Expenses .

(a) Compensation. Consultant shall receive compensation equal to $1.00 per year in exchange for the Services provided to the Company (“Base Compensation”). The Company agrees to pay the Consultant on the first day of every year (or the first preceding business day if the date falls on a non-business day) during the Term of this Agreement. The parties agree that the Base Compensation has been paid since the Effective Date.

(b) Expenses. Promptly upon the completion of each month of Services, but no later than the 10th day of the following month, Consultant shall provide the Company with an invoice for Permitted Expenses (defined below). Such invoice shall be accurate, complete, and include sufficient detail and receipts to substantiate amounts due hereunder. Amounts due shall be payable within 10 business days of the Company’s receipt of a correct and undisputed invoice from Consultant. “Permitted Expenses” include the following: (i) when requested by the Company, reasonable expenses for travel, and (ii) other expenses specifically approved by the Company in writing.

3. Ownership . (a) Ownership of Work Products. To the extent that the Services provided hereunder include original material subject to copyright (referred to as “Work Product”), Consultant agrees that the Services are done as a “work for hire” as that term is defined under U.S. copyright law, and that as a result, the Company shall own all copyrights in and to the Work Product. To the extent that the Work Product does not qualify as a work for hire under applicable law, and to the extent that the Work Product includes material subject to copyright, patent, trade secret, or other proprietary right protection, Consultant hereby assigns to the Company, its successors and assigns, all right, title and interest in and to the Work Product, including all copyrights, patents, trade secrets, and other proprietary rights therein (including renewals thereof). Consultant shall execute and deliver such instruments and take such other action as may be required and requested by the Company to carry out the assignment contemplated by this paragraph. To the extent permitted by applicable law, Consultant hereby waives all moral rights in and to the Work Product.

(b) License for Prior Works . By incorporating into any Services any original work or authorship created prior to this Agreement (“Prior Works”), Consultant thereby grants the Company a worldwide, perpetual, nonexclusive, transferable license to use, distribute, publish, or publicly display such Prior Works and modify such Prior Works as incorporated into the Services.

(c) Ownership of Equipment . Unless otherwise expressly set forth elsewhere in this Agreement, any and all tangible equipment, materials, documentation, or other items provided by the Company in connection with this Agreement shall remain the property of the Company.

(d) Ownership of Intellectual Property. The Company shall retain title to and all rights in all intellectual property provided by the Company in connection with the Services, including, but not limited to, any know-how related to the Services or products provided or developed in the course of Consultant’s Services or the creation of Work Product, such as hardware, software, data, media or other tools or technologies.

4. Confidentiality .

(a) Nature of Confidential Information . In this Agreement, “Confidential Information” includes, but is not limited to, information, whether or not in written form, which has a business purpose and is not known or generally available from sources outside the Company or typical of industry practice, including but not limited to, the Company’s internal structure, financial affairs, programs, software systems, procedures, manuals, confidential reports, marketing methods, the amount, nature and type of services and methods used and preferred by the Company’s vendors and customers and the fees paid by such persons or entities; the identity of the Company's present and prospective customers and vendors; customer and vendor lists; any data relating to a customer or vendor of the Company; the Company's business arrangements and costs; and information regarding earnings, forecasts, reports and technical data of the Company, provided that Confidential Information does not include:

(i)	Information that is in the public domain at the date hereof or becomes part of the public domain after the date hereof through no act or omission of the Consultant;

(ii)	Information which the Consultant can prove was in its possession prior to the date hereof and was not acquired by the Consultant from the Company or any person under a confidentiality obligation to the Company;

(iii)

Documents or information independently developed by or for the Consultant; and

(iv)	Information received by the Consultant without restriction as to disclosure from a third party who has the lawful right to disclose the same.

(b) Agreement to Keep Information Confidential . The Consultant acknowledges the confidential and proprietary nature of the Confidential Information, shall keep all Confidential Information in strict confidence and will not disclose or dispose of any Confidential Information to any third party. The Consultant may, however, disclose the Confidential Information to its officers, employees, advisers and agents who need to know the Confidential Information for the purposes of the evaluating and assessing the Confidential Information. All individuals receiving any Confidential Information under this Agreement shall be directed by the Consultant to treat the Confidential Information confidentially pursuant to the terms of this Agreement. Nothing in this Agreement prevents the Consultant from disclosing any Confidential Information as may be required by applicable law, regulation, court order or securities regulatory authority.

5. Termination.

(a) Term . This Agreement shall commence as of the Effective Date and continue until December 31, 2015 (the “End Date”), and on a year-to-year basis thereafter ending each December 31 thereafter (the “Term”), unless: (i) either party provides a notice of non-renewal not less than 30 days before the last day of the then-current Term (as then effective) (the “Non-Renewal Notice”) and if the Company issues the Non-Renewal Notice, such non-renewal shall be subject to the Termination Fee in Section 5(d) of this Agreement; or (ii) the Agreement is otherwise terminated as described in Section 5.

(b) Termination for Cause . The Company will have the right to terminate the Consultant upon written notice for Cause. The term “Cause” means as a result of (i) any breach of any written policy of the Company; (ii) conduct involving moral turpitude, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) Consultant’s conviction of, or entry of a plea of nolo contendere to, a felony; and (iv) a material breach of this Agreement. The term “Cause” shall not mean as a result of death or disability of the Consultant.

(c) Termination Upon a Change of Control . This Agreement shall terminate automatically upon a Change of Control of the Company. Upon termination pursuant to this provision, the Consultant shall be entitled to the Termination Fee set forth in Section 5(d) of this Agreement multiplied by a factor of 2.5% of the aggregate transaction value of the Change of Control. For purposes of this Agreement, a “Change of Control” shall mean any of the following:

(i) Any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or

(ii) The sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company, except where such sale, lease transfer or other disposition is to a wholly owned subsidiary of the Company.

(d) Payment Upon Termination . If this Agreement is terminated by the Company (other than for Cause), the Company shall pay the Consultant a termination fee (the “Termination Fee”) equal to:

(i) $100,000 per year of service (including the pro-rata amount for partial years of service); and

(ii) Treatment of any stock options or warrants held at the time of the Consultant’s termination will be governed by the option or warrant agreement granting the same.

(e) Survival. In the event of termination of this Agreement for any reason, Sections 3 through 6 shall survive indefinitely.

6. Indemnification .

(a) Indemnification . The Company shall indemnify and hold harmless the Consultant from and against any claims, damages, losses or expenses incurred by the Consultant which arise out of any acts or omissions taken in good faith by the Consultant in connection with or related to Consultant’s performance of the Services.

7. General Terms .

(a) Return of Work Product . Consultant agrees, promptly upon completion of the Services or other termination of this Agreement, to deliver to the Company all Work Product and to return all notes, designs, code, storage devices, documents and any other Company materials, including Confidential Information. Consultant shall not retain any such materials without the Company’s written approval.

(b) No Employer-Employee Relationship . The Company and the Consultant understand, acknowledge, and agree that Consultant’s relationship with the Company will be that of an “independent contractor” and not that of an employee. Contractor will be an “independent contractor” and Contractor will be entitled to work at such times and places as Contractor determines appropriate, will not be under the direction or control of the Company or the manner in which Contractor performs the Services. Consultant will not be entitled to any of the benefits which the Company may make available to its employees (which benefits may in the future include, but not be limited to, group health or life insurance, profit-sharing or retirement benefits).

(c) Taxes . Consultant is and will be solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority (including, but not limited to Social Security, federal, state, Medicare, and all of other taxes) with respect to the performance of Services and receipt of fees under this Agreement. No part of the compensation payable to Consultant will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes.

(d) Client Solicitation . While providing Services to the Company, Consultant shall not solicit work, remuneration or other benefits of any kind directly from any the Company contacts or affiliates without the express, prior written consent of the Company.

(e) Assignment . This Agreement may not be assigned by either party without prior written consent of the other.

(f) Entire Agreement . This Agreement, not including any other agreement pursuant to which securities of the Company are issued to Consultant, represents the entire agreement between the parties and supersedes all prior negotiations, representations, agreements, arrangements, and understandings, if any, either written or oral, between the parties with respect to the subject matter of this Agreement, none of which shall be used to interpret or construe this Agreement. If any term, covenant, condition or provision of this Agreement or the documents and instruments executed and delivered in connection herewith is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(g) Law Governing . This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada even though the Consultant may perform services or reside in other states.

(h) Amendments . Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

(i) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart. In all other respects, this Agreement shall continue to remain in full force and effect. Facsimile or .pdf transmissions containing signatures shall be considered delivery and shall be deemed binding.

(j) Remedies . As the violation by Consultant of the provisions of Sections 3 and/or 4 of this Agreement would cause irreparable injury to the Company, and there is no adequate remedy at law for such violation, the Company shall have the right to seek specific performance or injunctive relief against Consultant without the posting of a bond or other security. The remedies available with respect to the rights and obligations under this Agreement are cumulative, and this section shall not be construed to limit in any manner whatsoever any other rights or remedies that may be available for any breach of this Agreement.

8. Venue . All disputes arising out of or relating to this Agreement and all actions to enforce this Agreement shall be adjudicated in the state courts of West Virginia or the federal courts sitting in Clarksburg, West Virginia. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding relating to any such dispute. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the undersigned in any such court.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement on the date first written above.

ProtoKinetix, Incorporated

/s/ Susan M. Woodward

By: Susan M. Woodward, CFO

Consultant

/s/ Clarence E. Smith

Clarence E. Smith

Exhibit 10.6

ROYALTY AGREEMENT

This agreement made as of the 23rd day of March, 2015 ("Effective Date")

BETWEEN:

Protokinetix Incorporated

a corporation pursuant to the laws of Nevada

having an address for receipt of notices at 9176 South Pleasants Highway, St. Marys, WV ,

USA 26170

(hereinafter called "Protokinetix")

The Governors of The University Of Alberta

a university incorporated under the Post-secondary Learning Act of the Province of Alberta, having a place of business at 4000 Enterprise Square, 10230 Jasper Avenue,

Edmonton, AB, T5J 4P6

(hereinafter called "University")

WHEREAS certain intellectual property (the "Patent Rights" as herein defined) developed at University by the Inventor is assigned to the University which development was engaged in conjunction with and by permission of Protokinetix employing patented intellectual property ("PIP") of Protokinetix;

AND VVHEREAS Protokinetix desires that such Patent Rights be transferred to Protokinetix and agrees to pay to University a share of revenues derived from products arising from the Patent Rights;

AND WHEREAS Protokinetix and the University wish to set out in greater detail the terms and conditions governing the payment of royalties by Protokinetix to University;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties to this Agreement agree as follows:

ARTICLE 1: INTERPRETATION

1.1	Definitions

For the purposes of this Agreement, the following words and phrases have the following meanings:

1.1.1

"Affiliate" means any related company of Protokinetix, the voting stock of which is directly or indirectly at least 50% owned or controlled by Protokinetix, an organization which directly or indirectly controls more than 50% of the voting stock of Protokinetix and an organization, the majority ownership of which is directly or indirectly common to the ownership of Protokinetix;

1.1.2

"Agreement'' means this royalty agreement, together with any amendments to or replacements of or substitutions for this royalty agreement;

1.1.3

''Confidential Information" means any and all information proprietary to Protokinetix, University or Inventor that is disclosed hereunder from one party to the other party;

1.1.4

"Inventor" means Dr. AM. James Shapiro.

1.1.5

"Gross Revenue'' means all revenues, receipts and monies directly or indirectly collected or received whether for cash or credit, and the fair monetary value of any benefit, advantage or concession, received by Protokinetix from the assignment, manufacturing, sale, distribution, licensing, sublicensing or leasing of the Patent Rights and any Products in any or all parts of the world; for clarity, Protokinetix products that are not Products are excluded from Gross Revenue.

1.1.6

"Party" means either Protokinetix or University or Inventors; "Parties" means any combination of Protokinetix, University and Inventor as appropriate.

1.1.7

"Patent Rights" means US provisional patent application no. 62/007,626 related to use of anti-aging glycopeptides to enhance beta cell health, survival and improve transplant outcomes, and all patents issuing from and claiming priority to such application.

1.1.8

"Products" means commercial products which contain or are generated by the use of the Patent Rights;

1.2	Number and Gender

For the purposes of this Agreement, words importing the singular number include the plural number and vice versa, and words importing one gender only include all genders, and words importing persons include individuals, partnerships, corporations and any other entities, legal or otherwise.

1.3	Interpretation Not Affected by Headings

The divisions of this Agreement into articles, sections, paragraphs, subparagraphs, and clauses and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

ARTICLE 2: PATENT RIGHTS

2.1	Patent Assignment

For the good and valuable consideration provided herein, University hereby sells and assigns to Protokinetix all its right, title and interest in and to the Patent Rights.

2.2	2 Academic Use License

Protokinetix grants to University a non-exclusive, fully paid up, royalty-free, perpetual, irrevocable license under the Patent Rights for non-commercial, educational and research purposes.

2.3	Reassignment

In the event that Protokinetix no longer desires to continue filing, prosecution or maintenance of any of the patent applications or patents within the Patent Rights, it will notify the University in writing, such notice to be given no fewer than 60 days before any response of action is needed to preserve rights. The University, at its option, may notify Protokinetix that it will cover future costs associated with such Patent Rights and, immediately on notice from the University, Protokinetix shall assign all of its right title and interest to such Patent Rights to the University . Such reassignment will not in any way affect or reduce any royalty obligation of Protokinetix to University with respect to any remaining Patent Rights assigned to Protokinetix.

ARTICLE 3: ROYALTY AND OTHER CONSIDERATION

3.1

Payments

Protokinetix will pay to University in the manner specified in this Article 3, royalty payments ("Royalty'') amounting to five percent (5%) of Gross Revenue.

3.2	Reports and Records

Protokinetix will maintain adequate and complete records and books of account containing records of all data and information necessary for the determination of the amounts payable by Protokinetix to University and will, within 90 days after the end of each calendar year, provide to University a written report, certified correct by an authorized senior officer of Protokinetix, showing in reasonable detail and in such form as University may reasonably request:

i.	list of all financial transactions, including but not limited to licenses and sublicenses, related to the Patent Rights during such period;

iii.	total billings for Products sold;

iv.	total payments due;

v. issue of any patent included in the Patent Rights during such period;

vi. if no payments are due to University, Protokinetix will so report.

3.3	Remittance

With each report referred to in Article 3 .2 of this Agreement, Protokinetix will remit to University the total amount of payments then due to University. All payments shall be made in Canadian dollars at the address of University set forth in section 5.7 of this Agreement, or at such other place as University may designate in an invoice or in ·writing to Protokinetix. University will pay the Inventor as per the University Patent Policy. Protokinetix will pay interest on any overdue payment to be made pursuant to this Agreement at a per annum rate 2% above the prime rate in effect at the Bank of Montreal, commencing on the date that such payment is due up to the date that such payment is paid in full.

3.4

Audit

University retains the right to appoint an independent certified public accounting firm approved by Protokinetix, which approval will not be unreasonably withheld, to audit Protokinetix's records to verify the amounts payable hereunder. Such audit will be at University's expense. University may exercise its right to audit no more than once in any calendar year. The accounting firm shall disclose to University only information relating to the accuracy of the payments. Protokinetix will preserve and maintain all such records required for audit for a period of five years after the calendar for which the records apply. In the event such audit reveals discrepancy in reporting to University's detriment, Protokinetix agrees to make payment immediately of any outstanding sums with interest payable at a per annum rate equal to 2% above the prime rate in effect at the Bank of Montreal.

3.5	Royalty Buy-Out Option

Protokinetix shall have the irrevocable right and option (the "Option") for two years from the earlier of the first date the University publishes its research related to the Patent Rights or September 1, 2015 (the "Option Period") to buy out all of the University's and Inventor's right and title in and to the Patent Rights and in and to the Section 3 .1 Royalty and to thereby terminate this Agreement in consideration of the payment to the University of the aggregate sum of $5,000,000 CDN (five million dollars).The option may be exercised by Protokinetix by notice in writing at any time during the Option Period and delivery of payment with such notice. Upon receipt of payment in full, the University and the Inventor shall provide Protokinetix, or a noticed third party, with such Patent Right transfers as Protokinetix or the third party buyer may reasonably request, at the expense of Protokinetix (if any), such transfers to be produced within 30 days of payment.

ARTICLE 4: CONFIDENTIALITY

4.1	Confidentiality Period

The Parties agree that during the term of this Agreement and for a period of 5 years after it

terminates, a Party receiving Confidential Information of the other Party will not use or intentionally disclose such Confidential Information to any third party without prior written consent of the disclosing Parry.

4.2	Excluded Information

A receiving Party of Confidential Information has no obligations with respect to the other Party's Confidential Information that:

i.	is publicly disclosed through no fault of the receiving Party; or

ii.	was known to the receiving Party prior to the Effective Date of this Agreement, which knowledge was acquired independently and not from the other Party (as shown by written records); or

iii.	is subsequently disclosed to the receiving Party without the duty of confidentiality by a third party who has a right to make such disclosure; or

iv.	is disclosed by the receiving Party with the other Party's prior written approval; or

v.	is independently invented or discovered by the receiving Party without reference to the other Part y ' s Confidential Information (as shown by written record); or

vi.	is disclosed under operation of law or by the applicable regulations and policies of any governmental or other regulatory agency or court of law or stock exchange of competent jurisdiction, solely to the extent that such disclosure is required .

4.3	Return of Confidential Information

Upom termination of this Agreement, each Party agrees to return all Confidential Information to the owner of such Confidential Information and provide a written statement that no copies, duplicates or other recordings (electronic or otherwise) have been retained, except that one copy of the Confidential Information may be retained for record purposes.

4.4	Breach of Confidentiality

Each Party acknowledges that its breach of the confidentiality provisions of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party may be entitled to seek injunctive relief under this Agreement , as well as such further relief as may be granted by a court of competent jurisdiction.

ARTICLE 5: MISCELLANEOUS

5.1	Time of the Essence

Time is of the essence of this Agreement.

5.2	Further Acts

The Parties agree to do such things and execute such further documents, agreements and instruments as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement.

5.3	No Partnership

This Agreement does not create any agency or partnership relationship of any kind between the Parties.

5.4	Successors

This Agreement ensures to the benefit of and is binding upon the Parties, their permitted assigns and successors.

5.5	Governing Law

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.6	Entire Agreement

The Parties acknowledge that this Agreement sets forth the entire Agreement and understanding of the Parties and supersedes all prior negotiations, proposals and agreements, whether written or oral, with respect to the subject matter of this Agreement.

5.7

Notices

All payments, reports and notices or other documents that any of the Parties arc required or may desire to deliver to the other Party hereto may be delivered only by personal delivery, commercial courier, registered or certified mail, or facsimile, all postage and other charges prepaid, at the following addresses:

In the case of University:

VP, Technology Management TEC Edmonton

4000 TEC Centre, 10230 Jasper Avenue

Edmonton, Alberta T5J 4P6

Fax # 780-492- 7876

In the case of Protokinetix:

Protokinetix Inc.

9176 South Pleasants Highway,

St. Marys, WV , USA 26170 .

Any notice personally delivered, delivered by commercial courier or sent by facsimile is deemed to have been given or received at the time of delivery. Any notice mailed is deemed to have been received on the expiration of five (5) days after it is posted. 1n the event of a disruption of postal service, all payments, notices or other communications must be delivered by means other than mail.

5.8

Waiver

The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement does not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party.

5.9	Severability

The provisions of this Agreement are severable, and in the event that any provisions of this Agreement are determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof.

5.10	Amendments

No term or provision hereof may be amended except by an instrument in writing signed by each of the Parties.

5.11	Assignment

The Parties hereto shall be at liberty to assign their rights herein subject to the assigning Party remaining liable for the obligations of this Agreement..

5.12	Arbitration

If a dispute arises between the Parties relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, the Parties agree to hold a meeting or teleconference, attended by the individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. Any dispute which cannot be resolved by amicable settlement between the Parties by the process described above shall be referred to and finally resolved by arbitration in accordance with the Arbitration Act (Alberta). The location of the arbitration shall be Edmonton, Alberta. The language of the arbitration proceedings shall be in English. Any award made hereunder shall be final and binding upon the Parties hereto and judgment on such award may be entered into any court or tribunal having jurisdicton thereof. Any such arbitration will be conducted before a single arbitrator to be appointed by the Parties. If the Parties fail to agree to as to the identity of the single arbitrator, such appointment must be made in accordance with the Arbitration Act (Alberta). There will be limited discovery prior to the arbitration hearing, subject to the discretion or the arbitrator, as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to arbitrated, (b) depositions of all Party witnesses, and (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Each Party will cover its own costs of arbitration. The arbitrator will decide the matter to be arbitrated pursuant hereto within 60 days after the appointment of the arbitrator.

5.13

Term

This Agreement shall remain in full force and effect from the Effective Date until (i) the expiration of the last patent obtained under the Patent Rights, or (ii) the exercise and payment in full of the Option as per Section 3 .5.

5.14

Survival

Sections 2.1, 2.2, 5.2, 5.5, 5.7, 5.12, 5 .15, 5.16, 5.17 and articles 1 and 4, shall survive termination.

5.15	Indemnification

Protokinetix hereby indemnifies, holds harmless and defends the Inventor, the University, its officers, employees and agents against any and all claims arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Patent Rights

or Products covered by this Agreement, or by their customers or end-users howsoever the same may arise.

5.16	Non-Use of Names

Protokinetix. may not use the names of the Inventors or the names or trademarks of the University, nor any adaptation thereof in any advertising, promotional or sales literature without prior written consent obtained from the University or the Inventors, in each case, except as required by law.

5.17	No Representations or Warranties

Protokinetix acknowledges and agrees with University that University makes no representations or warranties, either expressed or implied, as to any matter after, including the ownership, merit, condition, merchantability or fitness for any particular purpose or quality of the Patent Rights. All warranties and conditions, express or implied, statutory or otherwise are hereby disclaimed by University. University shall not be liable for any direct, consequential or other damage suffered by Protokinetix or any other person in relation to the Patent Rights or any invention, technology or product resulting therefrom.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement the day and year set forth below.

	The Governors of the University of Alberta			Protokinetix Incorporated
	/s/ Chris Lumb			/s/ Peter Jensen
	Chris Lumb			Name: Peter Jensen
	CEO, TEC Edmonton Date: April 8, 2015			Title: Director Date: March 19, 2015

Acknowledged by Inventor :


/s/ James Shapiro
Name: A.M. James Shapiro
Title: Date: 31 - March - 2015

Exhibit 10.5

PROTOKINETIX, INCORPORATED

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of March 30, 2015 and made effective as of January 1, 2015 (the “Effective Date”), by and between ProtoKinetix, Incorporated, a Nevada corporation (“Company”), and Susan M. Woodward, an individual (“Consultant”).

WHEREAS, the Company desires Consultant to perform certain services for the Company and the Consultant has agreed to provide such services, on the terms and conditions set forth herein.

AGREEMENT :

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant agree as follows:

1. Services .

(a) General Services . During the Term (as defined below) of this Agreement the Consultant will provide the Company with such general corporate, administrative, technical and management services as is considered necessary or advisable for the due and proper provision of services as CFO within the normal duties of a CFO (collectively, the “Services”).

(i) supervision of the hiring and conduct of competent personnel as are required for the management of the Company’s financial affairs and the production of public reporting financial documents;

(ii) to conduct or supervise, as appropriate, the financial affairs and reporting requirements of the Company;

(iii) assistance with capital funding projects and resources which are necessarily incidental thereto;

(iv) assistance in the coordination of the preparation and dissemination of business plans and reports for the Company; and

(v) such other activities as are necessary or incidental to the above from time to time and as requested by the Board of the Directors of the Company.

2. Compensation and Expenses .

(a) Compensation. Consultant shall receive compensation equal to $4,000 per month in exchange for the Services provided to the Company (“Base Compensation”). The Company agrees to pay the Consultant on the first day of every month (or the first preceding business day if the date falls on a non-business day) during the Term of this Agreement. The parties agree that the Base Compensation has been paid since the Effective Date. At each and every June 1 during the Term, the Base Compensation will be increased by not less than 5% of the Base Compensation as of March 31 immediately preceding, unless otherwise agreed to by the parties.

(i)	The Consultant shall receive options to purchase 4,000,000 shares of common stock of the Company with the following terms:

a.	An exercise price of $0.04;

b.	A term of five years; and

c.	Which shall vest monthly beginning March 31, 2015 in tranches of 400,000 shares.

(ii)	The Consultant shall receive options to purchase 2,000,000 shares of common stock of the Company with the following terms:

a.	An exercise price of $0.04;

b.	A term of two years; and

c.	Which shall vest upon a Change of Control (as defined below) in which the Company receives a price equal to or greater than $0.50 per issued and outstanding share of common stock of the Company as of the effective date of the Change of Control.

4. Confidentiality .

(i)	Information that is in the public domain at the date hereof or becomes part of the public domain after the date hereof through no act or omission of the Consultant;

(ii)	Information which the Consultant can prove was in its possession prior to the date hereof and was not acquired by the Consultant from the Company or any person under a confidentiality obligation to the Company;

(iii)

Documents or information independently developed by or for the Consultant; and

(iv)	Information received by the Consultant without restriction as to disclosure from a third party who has the lawful right to disclose the same.

5. Termination.

(a) Term . This Agreement shall commence as of the Effective Date and continue until December 31, 2018 (the “End Date”), and on a year-to-year basis thereafter ending each December 31 thereafter (the “Term”), unless: (i) either party provides a notice of non-renewal not less than 30 days before the last day of the then-current Term (as then effective) (the “Non-Renewal Notice”) and if the Company issues the Non-Renewal Notice, such non-renewal shall be subject to the Termination Fee in Section 5(d) of this Agreement; or (ii) the Agreement is otherwise terminated as described in Section 5.

(c) Termination Upon a Change of Control . This Agreement shall terminate automatically upon a Change of Control of the Company. Upon termination pursuant to this provision, the Consultant shall be entitled to two times the Termination Fee set forth in Section 5(d) of this Agreement. For purposes of this Agreement, a “Change of Control” shall mean any of the following:

(d) Payment Upon Termination . If this Agreement is terminated by the Company (other than for Cause), the Company shall pay the Consultant a termination fee (the “Termination Fee”) equal to:

(i) If the Agreement is terminated within 12 months of the Effective Date, three times the Base Compensation in effect on the date of termination, or if the Agreement is terminated 12 months after the Effective Date, six times the Base Compensation in effect on the date of termination; and

(ii) Treatment of any stock options or warrants held at the time of the Consultant’s termination will be governed by the option or warrant agreement granting the same.

(e) Survival. In the event of termination of this Agreement for any reason, Sections 3 through 6 shall survive indefinitely.

6. Indemnification .

7. General Terms .

(e) Assignment . This Agreement may not be assigned by either party without prior written consent of the other.

(g) Law Governing . This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada even though the Consultant may perform services or reside in other states.

(h) Amendments . Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement on the date first written above.

ProtoKinetix, Incorporated

/s/ Clarence E. Smith

By: Clarence E. Smith, President and CEO

Consultant

/s/ Susan M. Woodward

Susan M. Woodward

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

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

I, Clarence E. Smith, certify that:

1.	I have reviewed this Annual Report on Form 10-K of ProtoKinetix, Incorporated for the year ended December 31, 2014;

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

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

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

(a)

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

(b)

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

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

(d)

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

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

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

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

April 13, 2015	/s/ Clarence E. Smith
	Name:	Clarence E. Smith
	Title:	Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Susan M. Woodward, certify that:

1.	I have reviewed this Annual Report on Form 10-K of ProtoKinetix, Incorporated for the year ended December 31, 2014;

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

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

(a)

(b)

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

(d)

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

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

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

April 13, 2015	/s/ Susan M. Woodward
	Name:	Susan M. Woodward
	Title:	Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ProtoKinetix, Incorporated, (the “Company”) on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clarence E. Smith, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 13, 2015	/s/ Clarence E. Smith
	Name:	Clarence E. Smith
	Title:	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER AND PRINICPAL ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ProtoKinetix, Incorporated, (the “Company”) on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susan M. Woodward, Principal Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 13, 2015	/s/ Susan M. Woodward
	Name:	Susan M. Woodward
	Title:	Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)