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, 2004, and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 2004 and 2003, and for the period from December 23, 1999
(date of inception) through December 31, 2004.  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, 2004, and the results of its
operations and its cash flows for the years ended December 31, 2004 and
2003, and for the period from December 23, 1999 (date of inception) through
December 31, 2004, 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,
2004.  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.





As
discussed in Note 2, the accompanying financial statements as of
December 31, 2004, and for the years ended December 31, 2004 and 2003,
and for the period from December 23, 1999 (date of inception) through
December 31, 2004, have been restated.








/S/
PETERSON SULLIVAN PLLC








March 10,
2005, except as it relates to the restatement described in Note 2, for which the
date is April 28, 2008


Seattle,
Washington