SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
(Mark
One)
[ X ]
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended March 31, 2004
or
[
] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from ______________ to
________________.
Commission
File No. 0-32917
|
PROTOKINETIX,
INC.
a
development stage corporation
(Name
of small business issuer in its charter)
(formerly
known as RJV NETWORK, INC.)
|
_______________________________________
Nevada
|
94-3355026
|
(State
or other Jurisdiction
of
Incorporation or Organization)
|
(IRS
Employer
Identification
Number)
|
__________________________________________
Suite
1500-885 West Georgia Street
Vancouver,
British Columbia Canada
|
V6C
3E8
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Issuer's
Telephone Number (604) 687-6607
|
|
Check
whether the issuer (1) 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 Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
Yes [ X ]
No [ ].
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).
Yes [ ]
No [ X ].
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 24, 2004, there were 26, 896,050
shares of the Company's USD $0.0000053 par value common stock issued and
outstanding.
Transitional
Small Business Disclosure Format: Yes [ ] No [ X ].
This form
10-QSB/A for the period ended March 31, 2004 is being filed in order to amend
incorrect financial statements on form 10-QSB for the period ending March 31,
2004.
TABLE OF
CONTENTS
FORM
10-QSB/A QUARTERLY REPORT
_________________________
PROTOKINETIX,
INC.
a
development stage corporation
(formerly
known as RJV NETWORK, INC.)
Section
|
|
|
|
Part
I
|
Financial
Information
|
|
|
Item
1
|
Financial
Statements
|
|
Balance
Sheet at March 31, 2004 (Unaudited)
|
|
Statements
of Operations (Unaudited) for the three months ended March 31, 2004 and
2003, and for the Period from December 23, 1999 (Date of Inception) to
March 31, 2004
|
|
Statements
of Stockholders' Equity (Deficit) (Unaudited)
for
the three months ended March 31, 2004, and for the Period From December
23, 1999 (Date of Inception) to March 31, 2004
|
|
Statements
of Cash Flows (Unaudited) for the three months ended March 31, 2004 and
2003, and for the Period from December 23, 1999 (Date of Inception) to
March 31, 2004
|
|
Notes
to Financial Statements
|
Item
2
|
Management's
Plan of Operation
|
Item
3
|
Controls
and Procedures
|
|
|
Part
II
|
Other
Information
|
|
|
Item
1
|
Legal
Proceedings
|
Item
2
|
Changes
in Securities
|
Item
3
|
Defaults
Upon Senior Securities
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
Item
5
|
Other
Information
|
Item
6
|
Exhibits
and Reports on Form 8-K
|
|
|
|
Signatures
|
|
Sarbanes-Oxley
Certification
|
ProtoKinetix
Inc.
a
development stage corporation
(formerly
known as RJV NETWORK, INC.)
Financial
Statements
March 31,
2004
________________________________
CONTENTS
________________________________
Balance
Sheet
|
Statements
of Operations
|
Statements
of Shareholders' Equity (Deficit)
|
Statements
of Cash Flows
|
Notes
to Financial Statements
|
PROTOKINETIX,
INC. (formerly known as RJV Network, Inc.)
(A
Development Stage Company)
BALANCE SHEET
March 31,
2004
(Unaudited)
See Notes
to Financial Statements
|
|
|
|
ASSETS
|
|
Current
Asset, as restated
|
|
|
Cash
|
|
$213,159
|
|
|
|
|
|
$
213,159
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
Current
Liabilities
|
|
|
Due
to outside management consultants
|
$
135,349
|
|
Accounts
payable
|
34,292
|
|
Accrued
interest
|
6,300
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
175,941
|
Long-term
Debt, related party
|
315,000
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
490,941
|
Stockholders'
Equity, as restated
|
|
|
Common
stock, $.0000053 par value; 100,000,000 common
|
|
|
|
shares
authorized; 26,396,050 shares issued and outstanding
|
140
|
|
Common
stock issuable; 2,000,000 shares
|
11
|
|
Additional
paid-in capital
|
4,521,479
|
|
Deficit
accumulated during the development stage, as restated
|
(4,799,412)
|
|
|
|
|
|
|
|
|
|
|
|
(277,782)
|
|
|
|
|
|
|
|
|
|
|
|
$
213,159
|
|
|
|
|
|
|
|
|
|
|
|
|
PROTOKINETIX, INC. (formerly known as RJV Network,
Inc.)
(A
Development Stage Company)
STATEMENTS OF OPERATIONS
For the
Three Months Ended March 31, 2004 and 2003, and for the Period From
December
23, 1999 (Date of Inception) to March 31, 2004
(Unaudited)
See Notes
to Financial Statements
(Restated)
|
|
|
|
|
Three
Months Ended March 31, 2004
|
|
Three
Months Ended March 31, 2003
|
|
Cumulative
During the Development Stage
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ -
|
|
$ -
|
|
$ -
|
General
and administrative expenses
|
|
|
|
|
|
|
Licenses,
as restated
|
45,756
|
|
|
|
2,445,756
|
|
Professional
fees
|
1,010,074
|
|
|
|
1,529,648
|
|
Consulting
fees
|
7,626
|
|
|
|
669,016
|
|
Rent
|
|
|
5,937
|
|
|
|
28,437
|
|
Administrative
fees
|
1,070
|
|
|
|
17,570
|
|
Promotional
|
1,287
|
|
|
|
13,130
|
|
Utilities
|
|
2,050
|
|
|
|
9,173
|
|
Research
|
9,532
|
|
|
|
9,532
|
|
Investor
relations
|
11,744
|
|
|
|
11,744
|
|
Interest
|
|
6,300
|
|
|
|
6,300
|
|
Other
|
|
3,476
|
|
|
|
15,640
|
|
|
|
|
|
1,104,852
|
|
-
|
|
4,755,946
|
|
|
|
|
Loss
from continuing operations, restated
|
(1,104,852)
|
|
-
|
|
(4,755,946)
|
|
|
|
|
|
|
|
|
|
|
Discontinued
Operations
|
|
|
|
|
|
|
Loss
from operations of the discontinued
|
|
|
|
|
|
|
|
segment
|
|
|
(6,210)
|
|
(43,466)
|
|
|
|
|
Net
loss, as restated
|
$
(1,104,852)
|
|
$
(6,210)
|
|
$
(4,799,412)
|
|
|
|
|
|
|
Net
loss per share (basic and fully diluted), as restated
|
|
|
|
|
|
|
Continuing
operations, as restated
|
$
(0.04)
|
|
$
(0.00)
|
|
|
|
Discontinued
operations
|
(0.00)
|
|
(0.00)
|
|
|
|
|
|
|
Net
loss per common share
|
$
(0.04)
|
|
$
(0.00)
|
|
|
|
|
|
|
|
|
Weighted
average number of common
|
|
|
|
|
|
|
shares
outstanding
|
27,044,306
|
|
15,093,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROTOKINETIX,
INC. (formerly known as RJV Network, Inc.)
(A
Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT)
For the
Three Months Ended March 31, 2004, and for the Period From
December
23, 1999 (Date of Inception) to March 31, 2004
(Unaudited)
See Notes
to Financial Statements
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Additional
|
|
During
the
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Issuable
|
|
Paid-in
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock, December 1999
|
9,375,000
|
|
$
50
|
|
-
|
|
$
-
|
|
$
4,950
|
|
$
-
|
|
$
5,000
|
Net
loss for period
|
|
|
|
|
|
|
|
|
|
|
(35)
|
|
(35)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2000
|
9,375,000
|
|
50
|
|
-
|
|
-
|
|
4,950
|
|
(35)
|
|
4,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock, April 2001
|
5,718,750
|
|
30
|
|
|
|
|
|
15,220
|
|
|
|
15,250
|
Net
loss for year
|
|
|
|
|
|
|
|
|
|
|
(16,902)
|
|
(16,902)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2001
|
15,093,750
|
|
80
|
|
-
|
|
-
|
|
20,170
|
|
(16,937)
|
|
3,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for year
|
|
|
|
|
|
|
|
|
|
|
(14,878)
|
|
(14,878)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2002
|
15,093,750
|
|
80
|
|
-
|
|
-
|
|
20,170
|
|
(31,815)
|
|
(11,565)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July
2003, as restated
|
2,125,000
|
|
11
|
|
|
|
|
|
424,989
|
|
|
|
425,000
|
|
August
2003
|
300,000
|
|
2
|
|
|
|
|
|
14,998
|
|
|
|
15,000
|
|
September
2003, as restated
|
1,000,000
|
|
5
|
|
|
|
|
|
49,995
|
|
|
|
50,000
|
|
October
2003
|
1,550,000
|
|
8
|
|
|
|
|
|
619,992
|
|
|
|
620,000
|
Issuance
of common stock for licensing rights
|
14,000,000
|
|
74
|
|
|
|
|
|
2,099,926
|
|
|
|
2,100,000
|
Common
stock issuable for licensing rights
|
|
|
|
|
2,000,000
|
|
11
|
|
299,989
|
|
|
|
300,000
|
Shares
cancelled on September 30, 2003
|
(9,325,000)
|
|
(49)
|
|
|
|
|
|
49
|
|
|
|
|
Net
loss for year, as restated
|
|
|
|
|
|
|
|
|
|
|
(3,662,745)
|
|
(3,662,745)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003, as restated
|
24,743,750
|
|
131
|
|
2,000,000
|
|
11
|
|
3,530,108
|
|
(3,694,560)
|
|
(164,310)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
2004
|
1,652,300
|
|
9
|
|
|
|
|
|
991,371
|
|
|
|
991,380
|
Net
loss for period, as restated
|
|
|
|
|
|
|
|
|
|
|
(1,104,852)
|
|
(1,104,852)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2004, as restated
|
26,396,050
|
|
$
140
|
|
2,000,000
|
|
$
11
|
|
$
4,521,479
|
|
$
(4799412)
|
|
$
(277,782)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROTOKINETIX,
INC. (formerly known as RJV Network, Inc.)
(A
Development Stage Company)
STATEMENTS OF CASH FLOWS
For the
Three Months Ended March 31, 2004 and 2003, and for the Period From
December
23, 1999 (Date of Inception) to March 31, 2004
(Unaudited)
See Notes
to Financial Statements
(Restated)
|
|
|
|
|
Three
Months Ended March 31, 2004
|
|
Three
Months Ended March 31, 2003
|
|
Cumulative
During the Development Stage
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
|
|
|
|
Net
loss for period, as restated
|
$
(1,104,852)
|
|
$
(6,210)
|
|
$
(4,799,412)
|
|
Issuance
of common stock for services
|
|
|
|
|
|
|
|
and
expenses, as restated
|
991,380
|
|
|
|
4,501,380
|
|
Increase
in amounts due to outside
|
|
|
|
|
|
|
|
management
consultants
|
12,483
|
|
|
|
135,349
|
|
Increase
(decrease) in accounts payable
|
(7,256)
|
|
7,986
|
|
34,292
|
|
Increase
in interest payable
|
6,300
|
|
|
|
6,300
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows (used in) provided
|
|
|
|
|
|
|
|
|
|
by
operating activities, as restated
|
(101,945)
|
|
1,776
|
|
(122,091)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
|
|
20,250
|
|
Loan
from related party
|
315,000
|
|
|
|
315,000
|
|
Payment
of shareholders' loans
|
|
|
(1,255)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by
|
|
|
|
|
|
|
|
|
(used
in) financing activities
|
315,000
|
|
(1,255)
|
|
335,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash
|
213,055
|
|
521
|
|
213,159
|
Cash,
beginning of period
|
104
|
|
579
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
$
213,159
|
|
$
1,100
|
|
$
213,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO
FINANCIAL STATEMENTS
Note
1. Organization and Plan of Operations
ProtoKinetix,
Inc. (formerly known as RJV Network, Inc.) (the "Company"), a development stage
company, was incorporated under the laws of the State of Nevada on December 23,
1999. The Company was formed for the purpose of developing an internet-based
listing site that would provide detailed commercial real estate property
listings and related data. In 2002, the Company suspended its original business
plan while it considered a potential merger with another company, BioKinetix. In
2003, the Company discontinued its original business plan and entered into the
licensing agreement described below. Effective as of the date of the license
agreement, the Company became a medical research company in the development
stage.
In 2003,
the Company entered into an assignment of license agreement (the "Agreement")
with BioKinetix, Inc., an Alberta, Canada, corporation. The Agreement provided
the Company with an exclusive assignment of all of the rights (the "Rights")
that BioKinetix possessed relating to two proprietary technologies that are
being developed for the creation and commercialization of "superantibodies,'' an
enhancement of antibody technology that makes ordinary antibodies much more
lethal. In consideration, the Company's Board of Directors authorized the
Company to issue 16,000,000 shares of its stock to the shareholders of
BioKinetix. Also, the Company's existing directors agreed to resign and the
Company cancelled 9,325,000 common shares owned by the former president
(representing the majority of his shares). New Company directors were installed.
In October 2003, 14,000,000 of the committed shares were issued. The remaining
2,000,000 shares are expected to be issued in 2004.
Note
2. Restatement
During
2003 and 2004, the Company acquired license rights to proprietary medical
research technologies, which were capitalized at the time of acquisition as
intangible assets having indefinite lives. While the Company's management
continues to believe the license rights are of probable future benefit to the
Company in its continuing efforts to pursue the development of commercially
viable products, it was appropriate for accounting purposes to expense the cost
of the acquisition of the license rights. Accordingly, the accompanying
financial statements have been restated to correct the error and recognize as
expense the cost of those acquired license rights at the time of their
acquisition.
The
effects of the restatement on the March 31, 2004 financial statements are as
follows:
Intangible
assets decreased by $2,445,756 and the Accumulated Deficit increased by
$2,445,756.
Expenses,
specifically Licenses, increased by $45,756 to $45,756, increasing the Loss from
Continuing Operations and the Net Loss by the same amount to ($1,104,852) for
each. The loss per share did not change from
($0.04)
For
purposes of the Statement of Cash Flows, the Net Loss for the Period increased
to ($1,104,852 and the Acquisition of Intangible Assets for $45,756 was
eliminated.
The
effect of the restatement on the amounts in the Cumulative During the
Development Stage period are as follows:
Expenses,
specifically Licenses, increased by $2,445,756 to $2,445,756 increasing total
expenses by a net amount of $2,445,756 to $4,755,946. The Loss from Continuing
Operations increased by $2,445,756 to ($4,755,946) and the Net Loss increased by
$2,445,756 to ($4,799,412).
For
purposes of the Statement of Cash Flows, the Net Loss for the Period increased
to ($4,799,412) and the Issuance of Common Stock for Services and Expenses
increased by $2,400,000 to $4,501,380, and the Acquisition of Intangible Assets
for $45,756 was eliminated.
Note
3. Summary of Significant Accounting Policies
The
interim period financial statements have been prepared by the Company pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (the
"SEC"). Certain information and footnote disclosure normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
SEC rules and regulations. The interim period financial statements should be
read together with the audited financial statements and accompanying notes
included in the Company's audited financial statements for the years ended
December 31, 2003 and 2002. In the opinion of the Company, the unaudited
financial statements contained herein contain all adjustments necessary to
present a fair statement of the results of the interim periods
presented.
Note
4. Going Concern
As shown
in the financial statements, the Company has not developed a commercially viable
product, has not generated any revenues to date and has incurred losses since
inception resulting in a net accumulated deficit of $4,799,412 at March 31,
2004. These factors raise substantial doubt about the Company's ability to
continue as a going concern.
The
Company will need additional working capital to continue its medical research or
to be successful in any future business activities and continue to pay its
liabilities. 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.
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
5. Prior Period Adjustment
The
number of shares outstanding was restated to correct for an error made in the
third quarter of 2003 in an overstatement of shares issued for services in that
quarter. The effect of the adjustment was to reduce professional fees expense
and net loss for the third quarter of 2003 by $266,250. Accordingly, the deficit
accumulated during the development stage as of September 30, 2003 was reduced by
$266,250. Additional paid-in capital at September 30, 2003, was reduced by
$266,233 and common stock at September 30, 2003, was reduced by
$17.
As a
result of this adjustment, total shares outstanding at September 30, 2003, was
reduced by 3,225,000 shares which also reduced the weighted average number of
shares at September 30, 2003, by 29,670 shares. There was no effect on reported
earnings per share at September 30, 2003.
There was
no effect on net loss or earnings per share or cash flows for the three months
ended March 31, 2004 and 2003 as a result of this adjustment.
Note
6. Long-Term Debt, Related Party
On
February 1, 2004, the Company executed a subscription agreement under which the
Company issued to a corporation owned by a stockholder an 8% secured convertible
note in exchange for $315,000. The note is due February 1, 2005, and is
convertible into shares of the Company's common stock at the lower of $.30 per
share or 70% of the average of the three lowest trading prices for the
30 days prior to the conversion date.
Note
7. Earnings per Share
Basic
loss per share is computed by dividing the net loss available to common
shareholders by the weighted average number of common shares outstanding in the
period. The Company's stock split 1:75 on August 24, 2001. In April 2002, the
Board of Directors approved a 2.5 for 1 split of the Company's stock. The
accompanying financial statements are presented on a post-split basis. The
earnings per share for the periods ended March 31, 2004 and 2003, and the period
cumulative during the development stage have been adjusted accordingly. Diluted
earnings per share takes into consideration common shares outstanding (computed
under basic earnings per share) and potentially dilutive securities. There were
no potentially dilutive common shares outstanding during the period
December 23, 1999 to March 31, 2004.
During
2003, the Company obtained certain licensing rights in exchange for 16,000,000
common shares of the Company's stock, 2,000,000 of which shares remain to be
issued. For purposes of earnings per share computations, all of these shares
have been included as outstanding as of October 2003, the date of the original
issuance of the shares to affect the acquisition of the license
rights.
Note
8. Discontinued Operations
In 2003,
the Company signed the licensing agreement described in Note 1. This agreement
changed the Company's business plan to that of a medical research company.
Accordingly, the operating results related to the internet-based real estate
listing segment have been presented as discontinued operations in these
financial statements for all periods presented.
Note
9. Subsequent Event
In May
2004, 500,000 shares valued at $515,000 were issued in exchange for services
rendered.
Item 2.
Management's Plan of Operation
Please review "Forward
Looking Information and Cautionary Statement" section below.
ProtoKinetix
Inc., (the "Company," or "PROTOKIN") is a biotechnology research and development
company focused on the application of SuperAntibody-based products for the
treatment and diagnosis of certain cancers.
The
ProtoKinetix business plan is based primarily on the furtherance of certain
intellectual property rights obtained by way of "sub-licenses" of technology
from other companies. At present, PROTOKIN has no product or products, and has
received no patents or FDA approval for any product or diagnostic
procedures.
On July
5, 2003, ProtoKinetix, Inc. entered into an assignment of license agreement (the
"Agreement") with BioKinetix Research, Inc. ("BioKinetix"). The Agreement
provided the Company with a 100% assignment of all of the rights (the "Rights")
that BioKinetix possessed relating to two proprietary technologies that are
being developed for the creation and commercialization of "superantibodies," an
enhancement of antibody technology that makes ordinary antibodies much more
lethal.
ProtoKinetix
Inc.'s mission is to develop a new generation of medicines and diagnostics for
the treatment of malignancies. The Company will be focused on the anti-cancer
applications of certain monoclonal antibodies, termed "Superantibodies," that
may improve medicinal and treatment potencies and increase sensitivity in use as
diagnostics. ProtoKinetix hopes to use this technology to create new antibodies
and diagnostic assays that will be able to be used to treat and detect certain
cancers.
In
particular, ProtoKinetix will attempt to create a Superantibody that will attach
to RECAF molecules. The RECAF molecules with the Superantibody attached are
theoretically expected to then attach to cancer cells, with minimal or no harm
to non-cancerous cells, so that the Superantibody can destroy the cancer
cells.
Please
note that ProtoKinetix is a development stage company that has not yet begun
operations. It is also important to understand that there has been no
development of any product (antibodies) to date by the Company, and that such
development may never begin, and there can be no certainty that any such
antibodies will be developed by the Company, and, even if a product is
developed, that the desired results for which it was originally intended will be
achieved.
We face
exposure to fluctuations in the price of our common stock due to the very
limited cash resources we have. For example, the Company has very limited
resources to pay legal and accounting professionals. If we are unable to pay a
legal or accounting professional in order to perform various professional
services for the Company, it may be difficult, if not impossible, for the
Company to maintain its reporting status under the '34 Exchange Act. If the
Company felt that it was likely that it would not be able to maintain its
reporting status, it would make a disclosure by filing a Form 8-K with the SEC.
In any case, if the Company was not able to maintain its reporting status, it
would become "delisted" and this would potentially cause an investor or an
existing shareholder to lose all or part of his investment.
Definitions
of the terms used above are as follows:
"SuperAntibody"
is an industry-adopted term used to describe genetically-engineered antibodies,
isolated from a single blood cell, which have been expanded in the laboratory to
attack or have a desired effect on certain targeted antigens, such as cancer
cells.
"RECAF" -
Receptor Alpha Fetaprotein. This is a carbohydrate molecule that is located on
the surface of cancer cells.
"Receptor"
- A structure exposed on the cell surface used for signaling or transport of
molecules into the cell.
Milestone Events during the
Quarter Ending March 31, 2004 and Subsequent Events
.
On
February 2, 2004 the Company announced that it had executed a licensing
agreement with the University of Michigan. The patent licensing agreement is for
14 months, after which ProtoKinetix may extend its rights for up to one year.
The licensing agreement covers 17 specific issued or pending intellectual
property rights.
On April
7, 2004, Dr. Jean-Marie Dupuy agreed to serve on the Company's Scientific Board
of Advisors. Mr. Dupuy's resume is posted on the Company's website or it may be
accessed by typing in the following url:
http://www.protokinetix.com/Bio/Jean-Marie_Dupuy.htm.
On May
10, 2004, Dr. Jean-Charles Quiron agreed to serve on the Company's Scientific
Board of Advisors. Mr. Quiron's resume is posted on the Company's website or it
may be accessed by typing in the following url:
http://www.protokinetix.com/Bio/Jean-Charles_Qurion.htm.
On May
20, 2004, the Company announced that it had received a report from the Georges
Pompidou Hospital in Paris on the first 40 patients studied with RECAF on
mammary tissue. The report stated that there was a constant expression of RECAF
on tumoral epithelial cells, mainly strong expression. Based on those results,
the Georges Pompidou Hospital is proceeding to test the RECAF antibody on
additional cancers. The ProtoKinetix Scientific Advisory Board was sufficiently
satisfied that the third-party validation results confirmed the presence of the
RECAF receptor site on cancer cells.
Plan of Operation Going
Forward
.
1.
Short Term
Goals
ProtoKinetix
is designing a research program towards the development of a therapeutic agent
.
2.
Long Term
Goals
Any long
term objectives will be defined by Management's ability to execute on the
development of the aforementioned intellectual property rights that were the
subject of the Company's public filings.
Item 3.
Controls and Procedures
A.
Evaluation of disclosure
controls and procedure
.
Under the
supervision and with the participation of our management, currently consisting
of Dr. John Todd, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the filing
date of this quarterly report, and based on their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company’s periodic SEC filings. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
Disclosure
controls and procedures are the controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange 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 by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
B.
Changes in Internal
Controls
.
Not
applicable.
FORWARD
LOOKING INFORMATION AND CAUTIONARY STATEMENTS
Please
note that ProtoKinetix (the "Company") is a development stage company that has
not yet sold or marketed any products. The Company had no revenues for the
quarter ended March 31, 2004.
It is
important to understand that although the Company (as is discussed below) is
focused on various efforts related to the use of antibodies and superantibodies
in order to identify and treat malignancies, to date, there has been no
development of any product (antibodies or superantibodies) by the Company.
Although the Company is continuing to conduct research based on the above
referred to and below stated theses, such successful research and development
and the ultimate commercialization of a viable product may never occur, and
there can be no certainty that any such antibodies will be developed by the
Company. Further, even if a product or antibody or superantibody is developed,
the desired results for which it was originally intended may not be
achieved.
The core
of the Company's thesis regarding it's research and development efforts is that
there is a protein receptor site (hereinafter referred to as "RECAF") common to
many malignant or cancerous cells. The Company has a license from Biocurex, Inc.
to develop superantibody therapies for the RECAF receptor site. As of the date
of this report, the Company is engaged in efforts to validate the existence of
the RECAF receptor site. However, the Company's efforts to validate the
existence of the RECAF receptor site may fail and no such site may be located.
If this is the case, the complete foundation of the Company's efforts may be
undermined.
The
Company faces exposure to fluctuations in the price of our common stock due to
the very limited cash resources we have. For example, the Company has very
limited resources to pay legal and accounting professionals. If we are unable to
pay a legal or accounting professional in order to perform various professional
services for the Company, it may be difficult, if not impossible, for the
Company to maintain its reporting status as a public company. If the Company
felt that it was likely that it would not be able to maintain its reporting
status, it would make a disclosure by filing a Form 8-K with the SEC. In any
case, if the Company was not able to maintain its reporting status, it would
become "delisted" and this could potentially cause an investor or an existing
shareholder to lose all or part of his investment.
Part II.
Other
Information
Item 1.
Legal
Proceedings
.
None
Item 2.
Changes in Securities
During
the quarter ending March 31, 2004, the Company made the following common share
issuances:
On March
17, 2004 the Company issued a total of 1,652,300 common shares. These issuances
were made in lieu of cash payments for services rendered and were considered
exempt transactions made under the Securities Act of 1933, Section 4(2). The
aggregate value of services was $991,380.00.
On May
12, 2004, the Company issued 500,000 common shares pursuant to consulting
agreement. These issuances were made in lieu of cash payments for services
rendered and were considered exempt transactions made under the Securities Act
of 1933, Section 4(2).
Disclosure Related to Form
S-8 Issuances
.
Prior to
issuing any common shares under Form S-8, the Company requests and receives an
executed verification from all issuees stating that the issuee is a natural
person and that: (a) the shares being issued are not being provided to create or
sustain a market for the Company's securities, and (b) that the shares are not
being issued as a part of a capital raising transaction. All consultants to the
Company are required to provide work product as a part of and condition to their
relationship with the Company. Consultant work product is delivered in
accordance with the terms and conditions of each respective Consultants'
agreement.
As of May
24, 2004, there are 26,896,050 shares of the Company's common stock issued and
outstanding.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Submission of Matters to a Vote of Security Holders.
A
shareholder meeting was not held during the last calendar quarter.
There was
not a matter submitted to our shareholders during the first calendar quarter of
2004.
Item 5.
Other Information
Not
applicable.
Item 6.
Exhibits and Reports Filed on Form 8-K:
On July
5, 2003 (SEC Film Number 03769335), the Company disclosed that it had withdrawn
its 14(c) Information Statement with the SEC and that it was however committed
to the effect of the transaction with BioKinetix.
On July
7, 2003 (SEC Film Number 03777407), the Company disclosed that it had rescinded
its merger agreement with BioKinetix, and that it had instead executed an
assignment of license agreement in order to effect the principles of the
previously executed BioKinetix-RJV Merger Agreement. In this disclosure, the
Company additionally disclosed that its entire board of directors had resigned
and that a new board had been installed for a one year term.
On August
21, 2003 (SEC Film Number 03859209), the Company filed a Form 8-K that disclosed
that the articles of incorporation had been amended and that the name of the
Company had changed to ProtoKinetix, Incorporated.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report, for the period ended March 31, 2004, to be signed on
its behalf by the undersigned thereunto duly authorized.
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PROTOKINETIX,
INC.
(Registrant)
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Date: April
30, 2008
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By:
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/s/ Ross Senior
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Ross
Senior
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President,
CEO and CFO
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(Principal
Accounting Officer)
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