**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Shareholders


Protokinetix,
      Incorporated











We
      have
      audited the accompanying balance sheet of Protokinetix, Incorporated (a
      development stage company) as of December 31, 2006, and the related
      statements of operations, stockholders' equity, and cash flows for the years
      ended December 31, 2006 and 2005, and for the period from December 23, 1999
      (date of inception) through December 31, 2006. 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 whether the financial
      statements are free of material misstatement. The Company has determined that
      it
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company's internal control
      over financial reporting. Accordingly, we express no such opinion. 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, Incorporated (a
      development stage company) as of December 31, 2006, and the results of its
      operations and its cash flows for the years ended December 31, 2006 and
      2005, and for the period from December 23, 1999 (date of inception) through
      December 31, 2006, in conformity with accounting principles generally
      accepted in the United States.




The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has not generated revenues or positive cash flows from operations
      and has an accumulated deficit at December 31, 2006. These conditions raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plan regarding those matters is also described in Note 1. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.








*/s/
      Peterson Sullivan PLLC*





Seattle,
      Washington