---

U. S.SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

[ ] 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, INC.(Name of
small business issuer as specified in its charter)

|Nevada                          | 94-3355026         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

2225 Folkestone WayWest Vancouver, British
Columbia Canada V7S 2Y6(Address of principal executive offices,
including zip code)

Registrants telephone number, including area code:
604-687-9887Securities registered pursuant to Section 12(b)
of the Act: NoneSecurities registered pursuant to Section
12(g) of the Act: $.0000053 par value common stock

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act of
1934 during the past 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 [ x ]      No []

Check whether the issuer has
submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (229.405 of this chapter) during the preceeding twelve months
(or for such shorter period that the registrant was require to submit and post
such files       Yes [ x ]      No []

Check if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will 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.       []

Check whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company as defined in Rule 12b-2 of the Exchange Act.

|Large accelerated filer []                                             | Accelerated filer []          
|---------------------------------------------------------------------- | ------------------------------
|                                                                       |                               
|Non-accelerated filer [] (Do not check if a smaller reporting company) | Smaller reporting company[ x ]

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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).       Yes []      No [ x ]

The issuers revenues for the most recent fiscal year were
$0.

The aggregate market value of the
voting and non-voting common equity held by non-affiliates of the registrant was
approximately $ 4,663,120 based upon the closing price of our common stock which
was $0.05 on March 22, 2011. Shares of common stock held by each officer and
director and by each person or group who owns 10% or more of them outstanding
common stock amounting to 3,280,000 shares have been excluded in that such
persons or groups may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

As of March 22, 2011, there were 93,262,433shares of our common
stock that were issued and outstanding.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format: No.

INTRODUCTION

The following discussion should be read in conjunction with our
audited financial statements and notes thereto. Because we desire to take
advantage of, the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, we caution readers regarding certain forward looking
statements in the following discussion and elsewhere in this report and in any
other statement made by, or on our behalf, whether or not in future filings with
the Securities and Exchange Commission. Forward looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions that are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

Forward looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"could," "intend," "expects," "plan," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms or other
comparable terminology. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance, or achievements. Moreover, neither we
nor any other person assumes responsibility for the accuracy and completeness of
such statements.

WE ARE A DEVELOPMENT STAGE BUSINESS AND AN INVESTMENT IN OUR
COMPANY IS EXTREMELY  RISKY.

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TABLE OF CONTENTS FORM 10-K ANNUAL REPORT

_________________________

PROTOKINETIX, INC.

|Section        | Heading                                                                                                                  
|-------------- | -------------------------------------------------------------------------------------------------------------------------
|Part
      I   |                                                                                                                          
|Item 1         | Business                                                                                                                 
|Item 2         | Properties                                                                                                               
|Item 3         | Legal Proceedings                                                                                                        
|Item 4         | Submission of Matters to a Vote of Security Holders                                                                      
|Part II        |                                                                                                                          
|Item 5         | Market for the Registrant's Common Equity and Related
      Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6         | Selected Financial Data                                                                                                  
|Item 7         | Management's Discussion and Analysis of Financial
      Condition and Results of Operations                              
|Item 7A        | Quantitative and Qualitative Disclosures About Market Risk                                                               
|Item 8         | Financial Statements and Supplementary Data                                                                              
|Item
      9   | Changes in and Disagreements
      With Accountants on Accounting and Financial Disclosure                               
|Item 9A        | Controls and Procedures                                                                                                  
|Item 9B        | Other Information                                                                                                        
|Part
      III |                                                                                                                          
|Item 10        | Directors, Executive Officers, and Corporate Governance                                                                  
|Item 11        | Executive Compensation                                                                                                   
|Item
      12  | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters                     
|Item 13        | Certain Relationships and Related Transactions, and Director
      Independence                                          
|Item 14        | Principal Accounting Fees and Services                                                                                   
|Part
      IV  |                                                                                                                          
|Item 15        | Exhibits, Financial Statement Schedules                                                                                  

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PART I

|ITEM 1. | BUSINESS
|------- | --------

Important Disclosures and Disclaimers.

Please note that ProtoKinetix, Inc. (the "Company") is a
research and product development stage company that has not yet soldanyproducts. The Company had $0 in revenues for the year
ended December 31, 2010.

It is important to understand that although the Company (as
is discussed below) is focused on various promising scientific and business
development efforts, to date, we have not yet 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.

Our progress to date has been achieved notwithstanding the
inherent risks relating to the science, applications, market opportunities and
commercial relationships. The progress of the business has and will continue to
be dependant on having appropriate human and sufficient financial resources
which have and will be uncertain.

About ProtoKinetix

ProtoKinetix owns the world-wide rights to a family of
anti-aging glycoproteins, trademarked as AAGPs. In scientific tests AAGPs have
demonstrated the ability to enhance the health and extend the life of
biologically sensitive cells which have been subjected to severe stress
conditions under laboratory controlled test conditions. AAGPs are stable and
non-toxic.

Since 2005, ProtoKinetix has primarily focused on scientific
research, but 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.

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 characteristics 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 quite 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-F2 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 cells that have been 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:

| | 1. | 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);
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                
| | 2. | 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  
| |    |                                                                                                                                                                                                
| | 3. | 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.

Cells 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°

UV-C Radiation

- harsh sterilizing radiation

---

- 254 nanometer wavelength

Oxidation

- hydrogen peroxide (H2O20
- 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
- All of the above tests are also considered to cause inflammation

Bio-Screening Control Lab Testing

AAGP testing is conducted to international standards in
outsourced research laboratories in North America and Europe. All tests are
designed to explore both the safety and effectiveness of AAGP when challenged
to enhance the health and extend the life of cells.

Test Results Summary

Cells that were tested in the presence of AAGP had a higher
survival and viability rate than the controls. The overall effect of AAGP is to
protect, preserve and in some cases to repair. Anti-inflammatory effects appear
to be at work, although the mechanism and pathways of action are not yet
determined. AAGP appears to enhance heath and extend cell life.

The test results are considered preliminary. The limited number
of samples and extent of the tests are designed to investigate the potential
attributes of AAGP and should not be considered as statistically or
scientifically conclusive. Notwithstanding, we feel the results are sufficient
to justify further tests by commercial entities in health care.

AAGP Commercial Applications

The extent of the value of the ProtoKinetix family of AAGPs is
being investigated by companies and the Company is targeting commercial entities
specializing in regenerative medicine, cellular and tissue therapies, organ
transplantation, trauma, blood product banking, anti- inflammation and
cosmetics/skin care.

Skincare and Cosmetics

Industry sources estimate that the skincare market in the USA,
including both mass and prestige, will reach $7.2 billion by 2010, driven in
part by expected double-digit growth of anti-aging products, which is likely to
become the second largest category behind hand & body lotions in the
industry.

According to the Johnson and Johnson 2003 Annual Report, the
global skin care and cosmetics market is already running easily in the tens of
billions at some $43 billion dollars per year.

In the skin care business its about healthier, younger looking
skin. The two major causes of dry, wrinkled, less elastic or even diseased skin
are inflammation and oxidation. The main culprits are the sun (UV rays and free
radicals) and other environmental and physiological stresses that also cause
inflammation and oxidation.

When AAGP is combined with Coenzyme Q10 a powerful
anti-oxidant effect is achieved that not only protects but also seems to help
the cells repair previously existing damage. In vitro laboratory tests have
shown the AAGP molecules can protect in vitro skin cells from damage and death
that would otherwise occur from UV rays and free radicals. To the extent of the
laboratory tests conducted, AAGP appears to protect in vitro skin cells from
cold temperatures, oxidation, UV irradiation and pH variations.

---

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

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.

Patents

As of the date of this Report, our development agents,
including the parties we have licensed AAGP technologies from, have applied to
receive patents for technologies we have licensed and continue to primarily base
our research efforts on. At present, we have engaged the patent law firm of
Cabinet-Moutard of Versaille, France, and have filed a number of international
patent applications. These patent applications include:

WO 2004/014928 A2 (19 February
2004)PCT Int. Appl. (2006), 87 pp. WO2006059227 A1 20060608 AN 2006:538719
Patent application: Fr 03 May 2006, 06 03952

Consistent with our agreements with the licensors of various
technologies we license, we have no finished commercial product or products, and
have received no final patents awards or FDA approvals for any product or
diagnostic procedures. We are focused on the research and development of one
primary compound known as AAGP, which we have filed a trademark application
for.

Subject to our available financial resources, our intellectual
property strategy is: (1) to pursue licenses, trade secrets, and know-how within
our primary research areas, and (2) to develop and acquire proprietary positions
to reagents and new platforms for the development of products related to these
technologies.

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.

---

Super Antibody and Catalytic Antibody Platform Technologies

The Company continues to own the rights to both the Super
Antibody and the Catalytic Antibody platform technologies. The Company plans to,
as a secondary priority and subject to available resources, search for a
patentable receptor sites that exist on cancer cells.

Competition

The markets that the Company is focusing on are multi-billion
dollar international industries. They 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 Governmental Regulation section;
- Access to adequate capital;
- The ability to attract and retain qualified personnel; and
- The availability of patent protection.

The Company believes its scientific and technological
capabilities are significant.

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. The Company intends to retain the services of 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 the 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 FDA and U.S. Department of Agriculture
regulated products require some form of action by that 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, ProtoKinetix
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.

Environmental Laws

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

|ITEM 2. | PROPERTIES
|------- | ----------

The Company does not own any real property. The Company is
currently paying a rental fee where it is located.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

There are currently no legal matters pending.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
|------- | ---------------------------------------------------------

There was no vote by shareholders without a meeting and no
shareholder meetings were held during the year ended December 31, 2010.

PART II

|ITEM 5. | MARKET FOR THE REGISTRANT'S COMMON EQUITY
      AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------------------------

Trades of our common stock are subject to Rule 15g-9 of the
Securities and Exchange Commission, known as the Penny Stock Rule. This rule
imposes requirements on broker/dealers who sell securities subject to the rule
to persons other than established customers and accredited
investors. For transactions covered by the rule, brokers/dealers must make a
special suitability determination for purchasers of the securities and receive
the purchasers written agreement to the transaction prior to sale. The
Securities and Exchange Commission also has rules that regulate broker/dealer
practices in connection with transactions in "penny stocks." Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in that security is provided by the exchange or system). The
Penny Stock Rules requires a broker/ dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker/dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation. These disclosure requirements have the effect
of reducing the level of trading activity in the secondary market for our common
stock. As a result of these rules, investors may find it difficult to sell their
shares.

---

The Company's Common Stock is quoted on the over-the-counter
market and quoted on the National Association of Securities Dealers Electronic
Bulletin Board ("OTC Bulletin Board") under the symbol "PKTX". The high and low
bid prices for the Common Stock, as reported by the National Quotation Bureau,
Inc., are indicated for the periods described below. Such prices are
inter-dealer prices without retail markups, markdowns or commissions, and may
not necessarily represent actual transactions.

|2010           | Low  | High
|-------------- | ---- | ----
|First Quarter  | $.07 | $.12
|Second Quarter | .08  | .14 
|Third Quarter  | .05  | .12 
|Fourth Quarter | .03  | .07 
|               |      |     
|2009           | Low  | High
|First Quarter  | $.09 | $.17
|Second Quarter | .07  | .13 
|Third Quarter  | .08  | .18 
|Fourth Quarter | .07  | .11 

Holders

As of March 22, 2011, there were approximately 67 shareholders
of record of the company's Common Stock.

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.

Recent Sales of Unregistered Securities; Use of Proceeds
From Registered Securities

There have been no sales of unregistered securities during
calendar 2010 which would be required to be disclosed pursuant to Item 701 of
Regulation S-K, except for the following:

On January 25, 2010, we issued
1,095,000 common shares to consultants in connection with consulting agreements.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Regulation S.

On January 25, 2010, we issued a total
of 1,250,000 common shares and warrants to investors in connection with a private placement for a total sales price of
$125,000. These issuances were considered exempt transactions under Section 4(2)
of the Securities Act of 1933, as amended.

---

On March 16, 2010, we issued
600,000 common shares to consultants in connection with consulting agreements.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On April 1, 2010, we issued
250,000 common shares to a consultant in connection with a consulting agreement.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On May 13, 2010, we issued
922,000 common shares to consultants in connection with consulting agreements.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Regulation S.

On June 15, 2010, we issued
200,000 common shares to a consultant in connection with a consulting agreement.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On July 1, 2010, we issued
650,000 common shares to consultants in connection with consulting agreements.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On July 14, 2010, we issued
200,000 common shares to a consultant in connection with a consulting agreement.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On August 19, 2010, we issued
300,000 common shares to a consultant in connection with a consulting agreement.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On September 8, 2010, we issued a
total of 750,000 common shares and warrants to investors in connection with a
private placement for a total sales price of $75,000. These issuances were
considered exempt transactions under Section 4(2) of the Securities Act of 1933,
as amended.

On September 8, 2010, we issued a
total of 250,000 common shares and warrants to an investor to settle $25,000 of
short term loan. These issuances were considered exempt transactions under
Section 4(2) of the Securities Act of 1933, as amended.

On September 15, 2010, the Board
of Directors of the Company authorized to issue 7,600,000 shares to the
Companys directors, officers and consultants.

On October 1, 2010, we issued
250,000 common shares to a consultant in connection with a consulting agreement.
These issuances were made in lieu of cash payments for services rendered and
were considered exempt transactions under Section 4(2) of the Securities Act of
1933, as amended.

On December 30, we issued 583,000
common shares to a consultant in connection with a consulting agreement. These
issuances were made in lieu of cash payments for services rendered and were
considered exempt transactions under Regulation S.

---

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
Consultants agreement.

ITEM 6

The following selected financial information as of and for the
dates and periods indicated have been derived from our audited financial
statements. The information set forth below is not necessarily indicative of
results of future operations, and should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of
Operation in Part II, Item 7 of this report and our financial statements and
related notes included elsewhere in this report.

|Year Ended December
      31,     |   | 2006       |   |   | 2007       |   |   | 2008       |   |   | 2009       |   |   | 2010       |  
|--------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                  |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Statement of Operations Data:     |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Revenue                           | $ | 2,000      |   | $ | -          |   | $ | -          |   | $ | -          |   | $ | -          |  
|Operating expenses:               |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Research and development          |   | 180,709    |   |   | 996,538    |   |   | 405,281    |   |   | 175,958    |   |   | 161,508    |  
|Consulting and Professional       |   | 1,582,219  |   |   | 1,553,000  |   |   | 843,080    |   |   | 862,181    |   |   | 998,876    |  
|General and Administrative        |   | 204,705    |   |   | 178,731    |   |   | 302,457    |   |   | 231,970    |   |   | 237,027    |  
|Total operating expenses          |   | 1,967,633  |   |   | 2,728,269  |   |   | 1,550,818  |   |   | 1,270,109  |   |   | 1,397,412  |  
|Net loss                          |   | (1,965,633 | ) |   | (2,728,269 | ) |   | (1,550,818 | ) |   | (1,270,109 | ) |   | (1,388,772 | )
|Net loss per share:               |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Basic and diluted                 |   | (0.05      | ) |   | (0.06      | ) |   | (0.03      | ) |   | (0.02      | ) |   | (0.02      | )
|Weighted average number of shares |   | 43,233,617 |   |   | 45,749,464 |   |   | 53,004,810 |   |   | 60,822,963 |   |   | 75,471,414 |  

|Year Ended
      December 31,                     |   | 2006       |  |   | 2007       |   |   | 2008       |   |   | 2009       |   |   | 2010       |  
|------------------------------------------------- | - | ---------- |  | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                  |   |            |  |   |            |   |   |            |   |   |            |   |   |            |  
|Balance Sheet Data:                               |   |            |  |   |            |   |   |            |   |   |            |   |   |            |  
|Cash                                              | $ | 166,115    |  | $ | 37,350     |   | $ | 15,216     |   | $ | 22,788     |   | $ | 14,412     |  
|Total assets                                      |   | 613,950    |  |   | 147,776    |   |   | 257,222    |   |   | 263,410    |   |   | 69,175     |  
|Convertible note payable                          |   | -          |  |   | 300,000    |   |   | 300,000    |   |   | 300,000    |   |   | 300,000    |  
|Common stock and additional
      paid-in capital |   | 16,997,354 |  |   | 19,323,983 |   |   | 20,998,223 |   |   | 22,157,049 |   |   | 23,326,309 |  
|Total
      stockholders equity                  |   | 199,249    |  |   | (261,049   | ) |   | (137,627   | ) |   | (248,910   | ) |   | (468,422   | )

Quarterly Results of Operations

The following table presents unaudited quarterly results of
operations for the eight quarters ended December 31, 2010. This information has
been derived from our unaudited financial statements and has been prepared by us
on a basis consistent with our audited annual financial statements and includes
all adjustments, consisting only of normal recurring adjustments, which
management considers necessary for a fair presentation of the information for
the periods presented.

---

|Quarter Ended                                          | Mar. 31, 2009 | June 30, 2009 | Sept. 30, 2009 | Dec. 31, 2009 | Mar. 31, 2010 | June 30, 2010 | Sept. 30, 2010 | Dec. 31, 2010
|------------------------------------------------------ | ------------- | ------------- | -------------- | ------------- | ------------- | ------------- | -------------- | -------------
|Statements of Operations Data:                         |               |               |                |               |               |               |                |              
|                                                       |               |               |                |               |               |               |                |              
|Revenue                                                | $ -           | $ -           | $ -            | $ -           | $ -           | $ -           | $ -            | $ -          
|Operating expenses:                                    |               |               |                |               |               |               |                |              
|Research and licensing                                 | 18,539        | 276           | 1,338          | 155,805       | 1,425         | -             | 119,550        | 40,533       
|Consulting and Professional                            | 59,357        | 134,578       | 233,548        | 434,698       | 127,741       | 166,257       | 382,537        | 322,341      
|General and Administrative                             | 50,990        | 42,167        | 45,102         | 93,711        | 43,955        | 42,080        | 86,694         | 64,298       
|Total operating expenses                               | 128,886       | 177,021       | 279,988        | 684,214       | 173,121       | 208,337       | 588,781        | 427,172      
|Net loss                                               | (128,886)     | (177,021)     | (279,988)      | (684,214)     | (173,121)     | (208,337)     | (581,781)      | (418,533)    
|Net loss per share:                                    |               |               |                |               |               |               |                |              
|Basic and diluted                                      | 0.01          | 0.01          | 0.01           | 0.01          | .00           | .01           | .01            | .01          
|Weighted average number of shares (in
      thousands) | 53,005        | 57,082        | 61,169         | 60,823        | 61,264,015    | 70,507,756    | 73,428,203     | 75,471,414   

|ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------------

This discussion and analysis should be read in conjunction with
the accompanying Financial Statements and related notes. Our discussion and
analysis of our financial condition and results of operations are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of any
contingent liabilities at the financial statement date and reported amounts of
revenue and expenses during the reporting period. On an on-going basis we review
our estimates and assumptions. Our estimates were based on our historical
experience and other assumptions that we believe to be reasonable under the
circumstances. Actual results are likely to differ from those estimates under
different assumptions or conditions, but we do not believe such differences will
materially affect our financial position or results of operations. Our critical
accounting policies, the policies we believe are most important to the
presentation of our financial statements and require the most difficult,
subjective and complex judgments, are outlined below in "Critical Accounting
Policies," and have not changed significantly.

In addition, certain statements made in this report may
constitute "forward-looking statements." These forward-looking statements
involve known or unknown risks, uncertainties and other factors that may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Specifically, 1) our ability to
obtain necessary regulatory approvals for our products; and 2) our ability to
increase revenues and operating income, is dependent upon our ability to develop
and sell our products, general economic conditions, and other factors. You can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continues" or the negative of these terms or other
comparable terminology. Although we believe that the expectations reflected-in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements.

Critical Accounting Policies

Our critical and significant accounting policies, including the
assumptions and judgments underlying them, are as follows:

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 stock-based compensation under
"Share-Based Payment," 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. The fair value of stock options is estimated using the
Black-Scholes valuation model and the compensation charges are amortized over
the vesting period.

Expenses

Our expenses in 2010 were $1,397,412 which consisted of $47,507
in professional legal and accounting 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 $951,369. These professional consulting services related to marketing and
investment banking services including financing, capitalization and merger
opportunities. Additional professional consulting fees have been included in
product research and development totaling $161,508.

Plan of Operation

Our current operations are centered around the Company's
relationships with various research and development consultants who are
conducting research on behalf of the company at discrete and established
laboratories in various parts of the world. The Company intends to continue
these efforts throughout 2011.

Sales and Marketing

The Company is currently not selling or marketing any
products.

Liquidity and Capital Resources

At December 31, 2010, we had $14,412 in cash and $69,175 in
total current assets. As of the date of this report, we require additional
capital investments or borrowed funds to meet cash flow projections and carry
forward our business objectives. There can be no assurance that 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 shareholder liquidity.

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, 2010.

Going Concern

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, 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.

---

Results of Operations for the Year Ended December 31,
2010.

We had $0 in net revenues.

We had a $1,388,772 net loss from operations for 2010.

|ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|------- | ----------------------------------------------------------------

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.

|ITEM 8. | FINANCIAL STATEMENTS
|------- | --------------------

PROTOKINETIX, INC.(A Development Stage
Company)

FINANCIAL REPORT

DECEMBER 31, 2010

---

C O N T E N T S

|REPORT OF INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM
|-------------------------------------------------------------
|                                                             
|FINANCIAL STATEMENTS                                         
|                                                             
|BALANCE SHEETS                                               
|STATEMENTS OF OPERATIONS                                     
|STATEMENTS OF
      STOCKHOLDERS' EQUITY (DEFICIT)           
|STATEMENTS OF CASH FLOWS                                     
|NOTES TO FINANCIAL
      STATEMENTS                          

---

|DAVIDSON & COMPANY LLP |                       |  | A Partnership of Incorporated Professionals
|---------------------- | --------------------- |  | -------------------------------------------
|                       | Chartered Accountants | 

To the Board of Directors and
Stockholders ofProtokinetix, Inc.

We have audited the accompanying balance
sheets of Protokinetix, Inc. (a development stage company (the Company)) as of
December 31, 2010 and 2009, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
2010 and 2009 and for the period from December 23, 1999 (date of inception) to
December 31, 2010. 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. The Company 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 also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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. (a development stage company) as of December 31,
2010 and 2009, and the results of its operations and its cash flows for the
years ended December 31, 2010 and 2009 and for the period from December 23, 1999
(date of inception) to December 31, 2010 in conformity with accounting
principles generally accepted in the United States of America.

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 experienced
recurring losses from operations since inception, has a working capital deficit,
and has a deficit accumulated during the development stage. These conditions
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans regarding 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         
|                  |                               
|March 25, 2011    |                               



1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6Telephone (604) 687-0947 Fax (604)
687-6172

---

|PROTOKINETIX, INC.           
|-----------------------------
|(A Development Stage Company)
|                             
|BALANCE SHEETS               
|As at December 31,           

|                                                                                                                                                                                                       |   | 2010        |   |   | 2009        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|ASSETS                                                                                                                                                                                                 |   |             |   |   |             |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Current Assets                                                                                                                                                                                         |   |             |   |   |             |  
|Cash                                                                                                                                                                                                   | $ | 14,412      |   | $ | 22,788      |  
|Prepaid expenses                                                                                                                                                                                       |   | 54,763      |   |   | 240,622     |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Total current assets and total assets                                                                                                                                                                  |   | 69,175      |   |   | 263,410     |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|LIABILITIES
      AND STOCKHOLDERS' DEFICIT                                                                                                                                                            |   |             |   |   |             |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Current Liabilities                                                                                                                                                                                    |   |             |   |   |             |  
|Accounts payable                                                                                                                                                                                       | $ | 237,597     |   | $ | 115,070     |  
|Short-term loan (Note 3.)                                                                                                                                                                              |   | -           |   |   | 97,250      |  
|Convertible note
      payable (Note 4.)                                                                                                                                                               |   | 300,000     |   |   | 300,000     |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Total current liabilities                                                                                                                                                                              |   | 537,597     |   |   | 512,320     |  
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Stockholders' Deficit                                                                                                                                                                                  |   |             |   |   |             |  
|Common stock,
      $0.0000053 par value; 100,000,000 common
             shares authorized; 83,712,433 and
      68,812,433 shares issued        and
      outstanding for 2010 and 2009 respectively |   | 452         |   |   | 372         |  
|Share
      subscription received in advance                                                                                                                                                           |   | 50,000      |   |   | 71,250      |  
|Additional paid-in capital                                                                                                                                                                             |   | 23,275,857  |   |   | 22,085,427  |  
|Deficit
      accumulated during the development stage                                                                                                                                                 |   | (23,794,731 | ) |   | (22,405,959 | )
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Total stockholders deficit                                                                                                                                                                            |   | (468,422    | ) |   | (248,910    | )
|                                                                                                                                                                                                       |   |             |   |   |             |  
|Total liabilities and stockholders deficit                                                                                                                                                            | $ | 69,175      |   | $ | 263,410     |  

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                           
|-----------------------------------------------------------------------------
|(A Development Stage Company)                                                
|                                                                             
|STATEMENTS OF OPERATIONS                                                     
|For the Years Ended December 31, 2010 and 2009, and for
      the Period from
|December 23, 1999 (Date of Inception) to December 31,
      2010             

|                                                                               |   |            |   |   |            |   |   | Cumulative  |  
|------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                                                               |   |            |   |   |            |   |   | During the  |  
|                                                                               |   |            |   |   |            |   |   | Development |  
|                                                                               |   | 2010       |   |   | 2009       |   |   | Stage       |  
|                                                                               |   |            |   |   |            |   |   |             |  
|Revenues                                                                       | $ | -          |   | $ | -          |   | $ | 2,000       |  
|                                                                               |   |            |   |   |            |   |   |             |  
|Expenses                                                                       |   |            |   |   |            |   |   |             |  
|Licenses                                                                       |   | -          |   |   | -          |   |   | 3,379,756   |  
|Professional fees                                                              |   | 47,507     |   |   | 59,907     |   |   | 3,468,978   |  
|Consulting fees                                                                |   | 951,369    |   |   | 802,274    |   |   | 12,834,750  |  
|Research and
      development                                                 |   | 161,508    |   |   | 175,958    |   |   | 2,540,176   |  
|General and administrative                                                     |   | 213,028    |   |   | 207,970    |   |   | 1,406,083   |  
|Interest                                                                       |   | 24,000     |   |   | 24,000     |   |   | 132,162     |  
|                                                                               |   |            |   |   |            |   |   |             |  
|                                                                               |   | 1,397,412  |   |   | 1,270,109  |   |   | 23,761,905  |  
|                                                                               |   |            |   |   |            |   |   |             |  
|Write-off of accounts
      payable                                            |   | 8,640      |   |   | -          |   |   | 8,640       |  
|                                                                               |   |            |   |   |            |   |   |             |  
|                                                                               |   |            |   |   |            |   |   |             |  
|Loss from continuing
      operations                                          |   | (1,388,772 | ) |   | (1,270,109 | ) |   | (23,751,265 | )
|                                                                               |   |            |   |   |            |   |   |             |  
|Discontinued Operations                                                        |   |            |   |   |            |   |   |             |  
|Loss from
      operations of the discontinued segment                         |   | -          |   |   | -          |   |   | (43,466     | )
|                                                                               |   |            |   |   |            |   |   |             |  
|Net loss for
      the period                                                  | $ | (1,388,772 | ) | $ | (1,270,109 | ) | $ | (23,794,731 | )
|                                                                               |   |            |   |   |            |   |   |             |  
|Net Loss per Common Share (basic and
      diluted)                            | $ | (0.02      | ) | $ | (0.02      | ) |   |             |  
|                                                                               |   |            |   |   |            |   |   |             |  
|Weighted average number of common shares
      outstanding (basic and diluted) |   | 75,471,414 |   |   | 60,822,963 |   |   |             |  

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                                  
|------------------------------------------------------------------------------------
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                        
|For the Period
      from December 23, 1999 (Date of Inception) to December 31, 2010

|                                                                         |  |              |   |   |              |   |  |           |  |   |               |  |   |             |  |   | Stock        |   |   | Deficit     |   |   |            |  
|------------------------------------------------------------------------ |  | ------------ | - | - | ------------ | - |  | --------- |  | - | ------------- |  | - | ----------- |  | - | ------------ | - | - | ----------- | - | - | ---------- | -
|                                                                         |  | Common Stock |   |   | Common Stock |   |  |           |  |   | Subscriptions |  |   | Accumulated |  |   |              |  
|                                                                         |  |              |   |   |              |   |  |           |  |   |               |  |   | Additional  |  |   | Received in  |   |   | During the  |   |   |            |  
|                                                                         |  |              |   |   |              |   |  | Issuable  |  |   |               |  |   | Paid-in     |  |   | Advance      |   |   | Development |   |   |            |  
|                                                                         |  | Shares       |   |   | Amount       |   |  | Shares    |  |   | Amount        |  |   | Capital     |  |   | (Receivable) |   |   | Stage       |   |   | Total      |  
|                                                                         |  |              |   |   |              |   |  |           |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Issuance of common stock, December 1999                                  |  | 9,375,000    |   | $ | 50           |   |  | -         |  | $ | -             |  | $ | 4,950       |  | $ | -            |   | $ | -           |   | $ | 5,000      |  
|Net loss for the 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 the year                                                    |  | -            |   |   | -            |   |  | -         |  |   | -             |  |   | -           |  |   | -            |   |   | (16,902     | ) |   | (16,902    | )
|Balance, December 31, 2001                                               |  | 15,093,750   |   |   | 80           |   |  | -         |  |   | -             |  |   | 20,170      |  |   | -            |   |   | (16,937     | ) |   | 3,313      |  
|Net loss for the 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                                                                |  | 2,125,000    |   |   | 11           |   |  | -         |  |   | -             |  |   | 424,989     |  |   | -            |   |   | -           |   |   | 425,000    |  
|August 2003                                                              |  | 300,000      |   |   | 2            |   |  | -         |  |   | -             |  |   | 14,998      |  |   | -            |   |   | -           |   |   | 15,000     |  
|September 2003                                                           |  | 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 the year                                                    |  | -            |   |   | -            |   |  | -         |  |   | -             |  |   | -           |  |   | -            |   |   | (3,662,745  | ) |   | (3,662,745 | )
|Balance, December 31, 2003                                               |  | 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    |  
|May 2004                                                                 |  | 500,000      |   |   | 3            |   |  | -         |  |   | -             |  |   | 514,997     |  |   | -            |   |   | -           |   |   | 515,000    |  
|July 2004                                                                |  | 159,756      |   |   | 1            |   |  | -         |  |   | -             |  |   | 119,694     |  |   | -            |   |   | -           |   |   | 119,695    |  
|August 2004                                                              |  | 100,000      |   |   | 1            |   |  | -         |  |   | -             |  |   | 70,999      |  |   | -            |   |   | -           |   |   | 71,000     |  
|October 2004                                                             |  | 732,400      |   |   | 4            |   |  | -         |  |   | -             |  |   | 479,996     |  |   | -            |   |   | -           |   |   | 480,000    |  
|November 2004                                                            |  | 650,000      |   |   | 4            |   |  | -         |  |   | -             |  |   | 454,996     |  |   | -            |   |   | -           |   |   | 455,000    |  
|December 2004                                                            |  | 255,000      |   |   | 1            |   |  | -         |  |   | -             |  |   | 164,425     |  |   | -            |   |   | -           |   |   | 164,426    |  
|Common stock issuable for AFGP license                                   |  | -            |   |   | -            |   |  | 1,000,000 |  |   | 5             |  |   | 709,995     |  |   | -            |   |   | -           |   |   | 710,000    |  
|Common stock issuable for Recaf License                                  |  | -            |   |   | -            |   |  | 400,000   |  |   | 2             |  |   | 223,998     |  |   | -            |   |   | -           |   |   | 224,000    |  
|Warrants granted (for 3,450,000 shares) for
      services, October 2004 |  | -            |   |   | -            |   |  | -         |  |   | -             |  |   | 1,716,253   |  |   | -            |   |   | -           |   |   | 1,716,253  |  
|Options granted for services, October 2004                               |  | -            |   |   | -            |   |  | -         |  |   | -             |  |   | 212,734     |  |   | -            |   |   | -           |   |   | 212,734    |  
|Stock subscriptions receivable                                           |  | -            |   |   | -            |   |  | 1,800,000 |  |   | 10            |  |   | 329,990     |  |   | (330,000     | ) |   |             |   |   | -          |  
|Warrants exercised:                                                      |  |              |   |   |              |   |  |           |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|August 2004                                                              |  | -            |   |   | -            |   |  | 50,000    |  |   | -             |  |   | 15,000      |  |   | -            |   |   | -           |   |   | 15,000     |  
|October 2004                                                             |  | -            |   |   | -            |   |  | 600,000   |  |   | 3             |  |   | 134,997     |  |   | -            |   |   | -           |   |   | 135,000    |  
|December 2004                                                            |  | -            |   |   | -            |   |  | 1,000,000 |  |   | 5             |  |   | 224,995     |  |   | -            |   |   | -           |   |   | 225,000    |  
|Options exercised, December 2004                                         |  | -            |   |   | -            |   |  | 100,000   |  |   | 1             |  |   | 29,999      |  |   | -            |   |   | -           |   |   | 30,000     |  
|Net loss for the year                                                    |  | -            |   |   | -            |   |  | -         |  |   | -             |  |   | -           |  |   | -            |   |   | (6,368,030  | ) |   | (6,368,030 | )
|Balance, December
      31, 2004                                         |  | 28,793,206   |   | $ | 154          |   |  | 6,950,000 |  | $ | 37            |  | $ | 9,924,547   |  | $ | (330,000     | ) | $ | (10,062,590 | ) | $ | (467,852   | )

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                                  
|------------------------------------------------------------------------------------
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                        
|(Continued)                                                                         
|For the Period
      from December 23, 1999 (Date of Inception) to December 31, 2010

|                                                                |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   | Stock        |  |   | Deficit     |   |   |            |  
|--------------------------------------------------------------- |  | ------------ | - | - | ------------ | - |  | ---------- | - | - | ------------- | - | - | ----------- | - | - | ------------ |  | - | ----------- | - | - | ---------- | -
|                                                                |  | Common Stock |   |   | Common Stock |   |  |            |   |   | Subscriptions |   |   | Accumulated |   |   |              | 
|                                                                |  |              |   |   |              |   |  |            |   |   |               |   |   | Additional  |   |   | Received in  |  |   | During the  |   |   |            |  
|                                                                |  |              |   |   |              |   |  | Issuable   |   |   |               |   |   | Paid-in     |   |   | Advance      |  |   | Development |   |   |            |  
|                                                                |  | Shares       |   |   | Amount       |   |  | Shares     |   |   | Amount        |   |   | Capital     |   |   | (Receivable) |  |   | Stage       |   |   | Total      |  
|                                                                |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Issuance of stock
      subscriptions receivable                |  | -            |   | $ | -            |   |  | -          |   | $ | -             |   | $ | -           |   | $ | 240,000      |  | $ | -           |   | $ | 240,000    |  
|Issuance of common stock for licensing rights                   |  | 2,000,000    |   |   | 11           |   |  | (2,000,000 | ) |   | (11           | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|Issuance of stock for
      warrants exercised                  |  | 2,050,000    |   |   | 10           |   |  | (2,050,000 | ) |   | (10           | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|Options exercised:                                              |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|February 2005                                                   |  | -            |   |   | -            |   |  | 35,000     |   |   | 1             |   |   | 10,499      |   |   | -            |  |   | -           |   |   | 10,500     |  
|May 2005                                                        |  | 200,000      |   |   | 1            |   |  | -          |   |   | -             |   |   | 59,999      |   |   | -            |  |   | -           |   |   | 60,000     |  
|Note payable conversion,
      February 2005                    |  | -            |   |   | -            |   |  | 285,832    |   |   | 1             |   |   | 85,749      |   |   | -            |  |   | -           |   |   | 85,750     |  
|Issuance of common stock for Note payable
      conversion:     |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|April 2005                                                      |  | 285,832      |   |   | 1            |   |  | (285,832   | ) |   | (1            | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|May 2005                                                        |  | 353,090      |   |   | 2            |   |  | -          |   |   | -             |   |   | 105,925     |   |   | -            |  |   | -           |   |   | 105,927    |  
|Issuance of common stock for
      AFGP license                 |  | 1,000,000    |   |   | 5            |   |  | (1,000,000 | ) |   | (5            | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|Issuance of common stock for stock
      subscriptions received |  | 1,400,000    |   |   | 6            |   |  | (1,400,000 | ) |   | (6            | ) |   | -           |   |   | 90,000       |  |   |             |   |   | 90,000     |  
|Issuance of stock for options
      exercised                   |  | 135,000      |   |   | 2            |   |  | (135,000   | ) |   | (2            | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|Issuance of common stock for services:                          |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|April 2005                                                      |  | 30,000       |   |   | 1            |   |  | -          |   |   | -             |   |   | 14,999      |   |   | -            |  |   | -           |   |   | 15,000     |  
|May 2005                                                        |  | 3,075,000    |   |   | 15           |   |  | -          |   |   | -             |   |   | 3,320,985   |   |   | -            |  |   | -           |   |   | 3,321,000  |  
|June 2005                                                       |  | 50,000       |   |   | 1            |   |  | -          |   |   | -             |   |   | 50,499      |   |   | -            |  |   | -           |   |   | 50,500     |  
|August 2005                                                     |  | (250,000     | ) |   | (1           | ) |  | -          |   |   | -             |   |   | (257,499    | ) |   | -            |  |   | -           |   |   | (257,500   | )
|August 2005                                                     |  | 111,111      |   |   | 1            |   |  | (92,593    | ) |   | (1            | ) |   | 15,000      |   |   | -            |  |   | -           |   |   | 15,000     |  
|October
      2005                                              |  | 36,233       |   |   | 1            |   |  | (36,233    | ) |   | (1            | ) |   | -           |   |   | -            |  |   | -           |   |   | -          |  
|November 2005                                                   |  | 311,725      |   |   | 2            |   |  | (245,000   | ) |   | (1            | ) |   | 36,249      |   |   | -            |  |   | -           |   |   | 36,250     |  
|December
      2005                                             |  | 1,220,000    |   |   | 8            |   |  | -          |   |   | -             |   |   | 756,392     |   |   | -            |  |   | -           |   |   | 756,400    |  
|Common stock issuable for
      services rendered:              |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|June 2005                                                       |  | -            |   |   | -            |   |  | 200,000    |   |   | 1             |   |   | 149,999     |   |   | -            |  |   | -           |   |   | 150,000    |  
|August 2005                                                     |  | -            |   |   | -            |   |  | 36,233     |   |   | 1             |   |   | 21,739      |   |   | -            |  |   | -           |   |   | 21,740     |  
|September 2005                                                  |  | -            |   |   | -            |   |  | 125,000    |   |   | 1             |   |   | 74,999      |   |   | -            |  |   | -           |   |   | 75,000     |  
|September 2005 (Proteocell)                                     |  | -            |   |   | -            |   |  | 100,000    |   |   | 1             |   |   | 57,999      |   |   | -            |  |   | -           |   |   | 58,000     |  
|December 2005                                                   |  | -            |   |   | -            |   |  | 120,968    |   |   | 1             |   |   | 74,999      |   |   | -            |  |   | -           |   |   | 75,000     |  
|Net loss for the year                                           |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | -           |   |   | -            |  |   | (4,826,540  | ) |   | (4,826,540 | )
|                                                                |  |              |   |   |              |   |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Balance, December 31, 2005                                      |  | 40,801,197   |   | $ | 220          |   |  | 608,375    |   | $ | 6             |   | $ | 14,503,079  |   | $ | -            |  | $ | (14,889,130 | ) | $ | (385,825   | )

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                                  
|------------------------------------------------------------------------------------
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                        
|(Continued)                                                                         
|For the Period
      from December 23, 1999 (Date of Inception) to December 31, 2010

|                                                                     |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   | Stock        |  |   | Deficit     |   |   |            |  
|-------------------------------------------------------------------- |  | ------------ | - | - | ------------ | - |  | ---------- | - | - | ------------- | - | - | ----------- |  | - | ------------ |  | - | ----------- | - | - | ---------- | -
|                                                                     |  | Common Stock |   |   | Common Stock |   |  |            |   |   | Subscriptions |   |   | Accumulated |  |   |              | 
|                                                                     |  |              |   |   |              |   |  |            |   |   |               |   |   | Additional  |  |   | Received in  |  |   | During the  |   |   |            |  
|                                                                     |  |              |   |   |              |   |  | Issuable   |   |   |               |   |   | Paid-in     |  |   | Advance      |  |   | Development |   |   |            |  
|                                                                     |  | Shares       |   |   | Amount       |   |  | Shares     |   |   | Amount        |   |   | Capital     |  |   | (Receivable) |  |   | Stage       |   |   | Total      |  
|                                                                     |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   |              |  |   |             |   |   |            |  
|February 2006 private
      placement 
           (issued June 2006) |  | 900,000      |   | $ | 5            |   |  | -          |   | $ | -             |   | $ | 352,142     |  | $ | -            |  | $ | -           |   | $ | 352,147    |  
|Warrants granted from private
      placement 
           (450,000)  |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | 97,853      |  |   | -            |  |   | -           |   |   | 97,853     |  
|Issuance of common stock for
      Note payable conversion           |  | 529,279      |   |   | 3            |   |  | -          |   |   | -             |   |   | 158,780     |  |   | -            |  |   | -           |   |   | 158,783    |  
|Issuance of common stock for services:                               |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   |              |  |   |             |   |   |            |  
|February/March 2006 services                                         |  | -            |   |   | -            |   |  | 20,000     |   |   | 1             |   |   | 10,499      |  |   | -            |  |   | -           |   |   | 10,500     |  
|March 2006                                                           |  | 166,359      |   |   | 1            |   |  | (108,375   | ) |   | (1            | ) |   | 36,750      |  |   | -            |  |   | -           |   |   | 36,750     |  
|April 2006                                                           |  | (1,200,000   | ) |   | (6           | ) |  | -          |   |   | -             |   |   | 6           |  |   | -            |  |   | -           |   |   | -          |  
|May 2006                                                             |  | 1,266,278    |   |   | 7            |   |  | (70,000    | ) |   | (1            | ) |   | 792,750     |  |   | -            |  |   | -           |   |   | 792,756    |  
|June 2006                                                            |  | 27,056       |   |   | -            |   |  | 1,200,000  |   |   | 6             |   |   | 718,244     |  |   | -            |  |   | -           |   |   | 718,250    |  
|July 2006                                                            |  | 1,200,000    |   |   | 6            |   |  | (1,200,000 | ) |   | (6            | ) |   | -           |  |   | -            |  |   | -           |   |   | -          |  
|August 2006                                                          |  | 100,000      |   |   | 1            |   |  | -          |   |   | -             |   |   | 64,999      |  |   | -            |  |   | -           |   |   | 65,000     |  
|September 2006                                                       |  | 369,984      |   |   | 2            |   |  | (50,000    | ) |   | -             |   |   | 209,998     |  |   | -            |  |   | -           |   |   | 210,000    |  
|November 2006                                                        |  | 100,000      |   |   | 1            |   |  | -          |   |   | -             |   |   | 48,999      |  |   | -            |  |   | -           |   |   | 49,000     |  
|December 2006                                                        |  | 7,000        |   |   | -            |   |  | -          |   |   | -             |   |   | 3,010       |  |   | -            |  |   | -           |   |   | 3,010      |  
|Warrants issued (for 700,000
      shares) for services              |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | 58,658      |  |   | -            |  |   | -           |   |   | 58,658     |  
|Net loss for the year                                                |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | -           |  |   | -            |  |   | (1,967,633  | ) |   | (1,967,633 | )
|                                                                     |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   |              |  |   |             |   |   |            |  
|Balance, December 31, 2006                                           |  | 44,267,153   |   |   | 240          |   |  | 400,000    |   |   | 5             |   |   | 17,055,767  |  |   | -            |  |   | (16,856,763 | ) |   | 199,249    |  
|Issuance of common stock for
      services:                         |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   |              |  |   |             |   |   |            |  
|January
      2007                                                   |  | 218,834      |   |   | 1            |   |  | -          |   |   | -             |   |   | 119,999     |  |   | -            |  |   | -           |   |   | 120,000    |  
|March 2007                                                           |  | 104,652      |   |   | 1            |   |  | -          |   |   | -             |   |   | 44,999      |  |   | -            |  |   | -           |   |   | 45,000     |  
|April 2007                                                           |  | 187,500      |   |   | 1            |   |  | -          |   |   | -             |   |   | 74,999      |  |   | -            |  |   | -           |   |   | 75,000     |  
|June 2007                                                            |  | 112,500      |   |   | 1            |   |  | -          |   |   | -             |   |   | 44,999      |  |   | -            |  |   | -           |   |   | 45,000     |  
|July 2007                                                            |  | 291,812      |   |   | 2            |   |  | -          |   |   | -             |   |   | 112,998     |  |   | -            |  |   | -           |   |   | 113,000    |  
|August 2007                                                          |  | 860,000      |   |   | 5            |   |  | -          |   |   | -             |   |   | 257,995     |  |   | -            |  |   | -           |   |   | 258,000    |  
|September
      2007                                                 |  | 1,516,275    |   |   | 8            |   |  | -          |   |   | -             |   |   | 457,492     |  |   | -            |  |   | -           |   |   | 457,500    |  
|October 2007                                                         |  | 250,000      |   |   | 1            |   |  | -          |   |   | -             |   |   | 37,499      |  |   | -            |  |   | -           |   |   | 37,500     |  
|December 2007                                                        |  | 535,716      |   |   | 1            |   |  | -          |   |   | -             |   |   | 74,999      |  |   | -            |  |   | -           |   |   | 75,000     |  
|Warrants issued for services                                         |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | 825,476     |  |   | -            |  |   | -           |   |   | 825,476    |  
|Cancellation of issuable stock for Recaf
      License               |  | -            |   |   | -            |   |  | (400,000   | ) |   | (5            | ) |   | -           |  |   | -            |  |   | -           |   |   | (5         | )
|Warrants exercised  December
      2007                             |  | 100,000      |   |   | 1            |   |  | -          |   |   | -             |   |   | 43,999      |  |   | -            |  |   | -           |   |   | 44,000     |  
|Issuable common stock from Private Placement                         |  | -            |   |   | -            |   |  | 1,190,000  |   |   | 6             |   |   | 172,494     |  |   | -            |  |   | -           |   |   | 172,500    |  
|Net loss for the year                                                |  | -            |   |   | -            |   |  | -          |   |   | -             |   |   | -           |  |   | -            |  |   | (2,728,269  | ) |   | (2,728,269 | )
|                                                                     |  |              |   |   |              |   |  |            |   |   |               |   |   |             |  |   |              |  |   |             |   |   |            |  
|Balance, December 31, 2007                                           |  | 48,444,442   |   | $ | 262          |   |  | 1,190,000  |   | $ | 6             |   | $ | 19,323,715  |  | $ | -            |  | $ | (19,585,032 | ) | $ | (261,049   | )

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                                  
|------------------------------------------------------------------------------------
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                        
|(Continued)                                                                         
|For the Period
      from December 23, 1999 (Date of Inception) to December 31, 2010

|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   | Stock        |  |   | Deficit     |   |   |            |  
|---------------------------------------------------------------------------- |  | ------------ |  | - | ------------ |  |  | ---------- | - | - | ------------- | - | - | ----------- | - | - | ------------ |  | - | ----------- | - | - | ---------- | -
|                                                                             |  | Common Stock |  |   | Common Stock |  |  |            |   |   | Subscriptions |   |   | Accumulated |   |   |              | 
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   | Additional  |   |   | Received in  |  |   | During the  |   |   |            |  
|                                                                             |  |              |  |   |              |  |  | Issuable   |   |   |               |   |   | Paid-in     |   |   | Advance      |  |   | Development |   |   |            |  
|                                                                             |  | Shares       |  |   | Amount       |  |  | Shares     |   |   | Amount        |   |   | Capital     |   |   | (Receivable) |  |   | Stage       |   |   | Total      |  
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Issuance of common stock for
      services:                                 |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|March 2008                                                                   |  | 369,346      |  | $ | 2            |  |  | -          |   | $ | -             |   | $ | 133,867     |   | $ | -            |  | $ | -           |   | $ | 133,869    |  
|May 2008                                                                     |  | 395,170      |  |   | 2            |  |  | -          |   |   | -             |   |   | 137,723     |   |   | -            |  |   | -           |   |   | 137,725    |  
|July 2008                                                                    |  | 2,405,170    |  |   | 13           |  |  | -          |   |   | -             |   |   | 577,226     |   |   | -            |  |   | -           |   |   | 577,239    |  
|September 2008                                                               |  | 186,430      |  |   | 1            |  |  | -          |   |   | -             |   |   | 42,878      |   |   | -            |  |   | -           |   |   | 42,879     |  
|October 2008                                                                 |  | 250,000      |  |   | 1            |  |  | -          |   |   | -             |   |   | 49,999      |   |   | -            |  |   | -           |   |   | 50,000     |  
|November 2008                                                                |  | 1,018,375    |  |   | 5            |  |  | -          |   |   | -             |   |   | 153,495     |   |   | -            |  |   | -           |   |   | 153,500    |  
|Issuance of common stock for proceeds of
      $50,000 received in 2007      |  | 173,000      |  |   | 1            |  |  | -          |   |   | -             |   |   | (1          | ) |   | -            |  |   | -           |   |   | -          |  
|Stock-based compensation
      expense related to non-employee stock options |  | -            |  |   | -            |  |  | -          |   |   | -             |   |   | 82,214      |   |   | -            |  |   | -           |   |   | 82,214     |  
|Warrants exercised:                                                          |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|September
      2008                                                         |  | 170,000      |  |   | 1            |  |  | -          |   |   | -             |   |   | 25,499      |   |   | -            |  |   | -           |   |   | 25,500     |  
|November 2008                                                                |  | 100,000      |  |   | 1            |  |  | -          |   |   | -             |   |   | 12,313      |   |   | -            |  |   | -           |   |   | 12,314     |  
|December
      2008                                                          |  | 170,000      |  |   | 1            |  |  | -          |   |   | -             |   |   | 25,499      |   |   | -            |  |   | -           |   |   | 25,500     |  
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Issuance of common stock from
      Private Placement                        |  | 3,400,000    |  |   | 18           |  |  | (1,190,000 | ) |   | (6            | ) |   | 337,488     |   |   | -            |  |   | -           |   |   | 337,500    |  
|Issuable common stock to Directors                                           |  | -            |  |   | -            |  |  | 600,000    |   |   | 3             |   |   | 95,997      |   |   | -            |  |   | -           |   |   | 96,000     |  
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Net loss for the year                                                        |  | -            |  |   | -            |  |  | -          |   |   | -             |   |   | -           |   |   | -            |  |   | (1,550,818  | ) |   | (1,550,818 | )
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Balance, December 31, 2008                                                   |  | 57,081,933   |  |   | 308          |  |  | 600,000    |   |   | 3             |   |   | 20,997,912  |   |   | -            |  |   | (21,135,850 | ) |   | (137,627   | )
|Issuance of common stock for
      services:                                 |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|April 2009                                                                   |  | 1,200,000    |  |   | 6            |  |  | -          |   |   | -             |   |   | 134,680     |   |   | -            |  |   | -           |   |   | 134,686    |  
|May 2009                                                                     |  | 500,000      |  |   | 3            |  |  | -          |   |   | -             |   |   | 49,997      |   |   | -            |  |   | -           |   |   | 50,000     |  
|June 2009                                                                    |  | 300,000      |  |   | 3            |  |  | -          |   |   | -             |   |   | 26,997      |   |   | -            |  |   | -           |   |   | 27,000     |  
|July 2009                                                                    |  | 1,324,500    |  |   | 8            |  |  | -          |   |   | -             |   |   | 235,402     |   |   | -            |  |   | -           |   |   | 235,410    |  
|October 2009                                                                 |  | 5,050,000    |  |   | 27           |  |  | -          |   |   | -             |   |   | 379,973     |   |   | -            |  |   | -           |   |   | 380,000    |  
|December 2009                                                                |  | 756,000      |  |   | 4            |  |  | -          |   |   | -             |   |   | 60,476      |   |   | -            |  |   | -           |   |   | 60,480     |  
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Issuance of common stock from
      Private Placement                        |  | 750,000      |  |   | 4            |  |  | -          |   |   | -             |   |   | 74,996      |   |   | -            |  |   | -           |   |   | 75,000     |  
|Stock subscription received in advance                                       |  | -            |  |   | -            |  |  | -          |   |   | -             |   |   | -           |   |   | 71,250       |  |   | -           |   |   | 71,250     |  
|Issuance of common stock to
      Directors                                  |  | 1,850,000    |  |   | 9            |  |  | (600,000   | ) |   | (3            | ) |   | 124,994     |   |   | -            |  |   | -           |   |   | 125,000    |  
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Net loss for the year                                                        |  | -            |  |   | -            |  |  | -          |   |   | -             |   |   | -           |   |   | -            |  |   | (1,270,109  | ) |   | (1,270,109 | )
|                                                                             |  |              |  |   |              |  |  |            |   |   |               |   |   |             |   |   |              |  |   |             |   |   |            |  
|Balance, December 31, 2009                                                   |  | 68,812,433   |  | $ | 372          |  |  | -          |   | $ | -             |   | $ | 22,085,427  |   | $ | 71,250       |  | $ | (22,405,959 | ) | $ | (248,910   | )

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                                  
|------------------------------------------------------------------------------------
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                        
|(Continued)                                                                         
|For the Period
      from December 23, 1999 (Date of Inception) to December 31, 2010

|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   | Stock        |   |   | Deficit     |   |   |            |  
|-------------------------------------------------------- |  | ------------ |  | - | ------------ |  |  | -------- |  | - | ------------- |  | - | ----------- |  | - | ------------ | - | - | ----------- | - | - | ---------- | -
|                                                         |  | Common Stock |  |   | Common Stock |  |  |          |  |   | Subscriptions |  |   | Accumulated |  |   |              |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   | Additional  |  |   | Received in  |   |   | During the  |   |   |            |  
|                                                         |  |              |  |   |              |  |  | Issuable |  |   |               |  |   | Paid-in     |  |   | Advance      |   |   | Development |   |   |            |  
|                                                         |  | Shares       |  |   | Amount       |  |  | Shares   |  |   | Amount        |  |   | Capital     |  |   | (Receivable) |   |   | Stage       |   |   | Total      |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Issuance of common stock for
      services:             |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|January 2010                                             |  | 1,095,000    |  | $ | 6            |  |  | -        |  | $ | -             |  | $ | 98,544      |  | $ | -            |   | $ | -           |   | $ | 98,550     |  
|March 2010                                               |  | 600,000      |  |   | 5            |  |  | -        |  |   | -             |  |   | 47,995      |  |   | -            |   |   | -           |   |   | 48,000     |  
|April 2010                                               |  | 250,000      |  |   | 1            |  |  | -        |  |   | -             |  |   | 22,499      |  |   | -            |   |   | -           |   |   | 22,500     |  
|May 2010                                                 |  | 922,000      |  |   | 5            |  |  | -        |  |   | -             |  |   | 82,975      |  |   | -            |   |   | -           |   |   | 82,980     |  
|June 2010                                                |  | 200,000      |  |   | 1            |  |  | -        |  |   | -             |  |   | 21,999      |  |   | -            |   |   | -           |   |   | 22,000     |  
|July 2010                                                |  | 850,000      |  |   | 4            |  |  | -        |  |   | -             |  |   | 82,996      |  |   | -            |   |   | -           |   |   | 83,000     |  
|August 2010                                              |  | 300,000      |  |   | 2            |  |  | -        |  |   | -             |  |   | 23,998      |  |   | -            |   |   | -           |   |   | 24,000     |  
|September 2010                                           |  | 6,250,000    |  |   | 34           |  |  | -        |  |   | -             |  |   | 437,466     |  |   | -            |   |   | -           |   |   | 437,500    |  
|October 2010                                             |  | 250,000      |  |   | 1            |  |  | -        |  |   | -             |  |   | 17,499      |  |   | -            |   |   | -           |   |   | 17,500     |  
|December 2010                                            |  | 583,000      |  |   | 3            |  |  | -        |  |   | -             |  |   | 34,977      |  |   | -            |   |   | -           |   |   | 34,980     |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Issuance of common stock from
      Private  Placement  |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|January 2010                                             |  | 1,250,000    |  |   | 7            |  |  | -        |  |   | -             |  |   | 124,993     |  |   | (71,250      | ) |   | -           |   |   | 53,750     |  
|September 2010                                           |  | 750,000      |  |   | 4            |  |  | -        |  |   | -             |  |   | 74,996      |  |   | -            |   |   | -           |   |   | 75,000     |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Issuance of common stock to
      settle short term loan |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|September 2010                                           |  | 250,000      |  |   | 1            |  |  | -        |  |   | -             |  |   | 24,999      |  |   | -            |   |   | -           |   |   | 25,000     |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Issuance of common stock to Directors                    |  | 1,350,000    |  |   | 6            |  |  | -        |  |   | -             |  |   | 94,494      |  |   | -            |   |   | -           |   |   | 94,500     |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Stock subscriptions received in advance                  |  | -            |  |   | -            |  |  | -        |  |   | -             |  |   | -           |  |   | 50,000       |   |   | -           |   |   | 50,000     |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Net loss for the year                                    |  | -            |  |   | -            |  |  | -        |  |   | -             |  |   | -           |  |   | -            |   |   | (1,388,772  | ) |   | (1,388,772 | )
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|                                                         |  |              |  |   |              |  |  |          |  |   |               |  |   |             |  |   |              |   |   |             |   |   |            |  
|Balance, December 30, 2010                               |  | 83,712,433   |  | $ | 452          |  |  | -        |  | $ | -             |  | $ | 23,275,857  |  | $ | 50,000       |   | $ | (23,794,731 | ) | $ | (468,422   | )

See Notes to Financial Statements

---

|PROTOKINETIX, INC.                                                           
|-----------------------------------------------------------------------------
|(A Development Stage Company)                                                
|                                                                             
|STATEMENTS OF CASH FLOWS                                                     
|For the Years Ended December 31, 2010 and 2009, and for
      the Period from
|December 23, 1999 (Date of Inception) to December 31,
      2010             

|                                                                                 |   |            |   |   |            |   |   | Cumulative  |  
|-------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                                                                 |   |            |   |   |            |   |   | During the  |  
|                                                                                 |   |            |   |   |            |   |   | Development |  
|                                                                                 |   | 2010       |   |   | 2009       |   |   | Stage       |  
|Cash Flows from Operating Activities                                             |   |            |   |   |            |   |   |             |  
|                                                                                 |   |            |   |   |            |   |   |             |  
|Net loss for period                                                              | $ | (1,388,772 | ) | $ | (1,270,109 | ) | $ | (23,794,731 | )
|Adjustments to reconcile net loss
      to net cash used in operating activities |   |            |   |   |            |   |   |             |  
|Depreciation expense                                                             |   | -          |   |   | -          |   |   | 3,388       |  
|Write-off
      of accounts payable                                              |   | (8,640     | ) |   | -          |   |   | (8,640      | )
|Issuance and
      amortization of common stock for services                     |   | 1,134,472  |   |   | 971,175    |   |   | 18,185,935  |  
|Issuance and amortization of warrants
      for services                         |   | 26,897     |   |   | 29,340     |   |   | 2,629,730   |  
|Issuance and
      amortization of stock options for services                    |   | -          |   |   | 13,445     |   |   | 222,817     |  
|Changes in operating assets and
      liabilities                                |   |            |   |   |            |   |   |             |  
|Prepaid expenses                                                                 |   | (10,000    | ) |   | -          |   |   | (10,000     | )
|Accounts
      payable                                                           |   | 131,167    |   |   | 36,721     |   |   | 246,237     |  
|Net cash
      used in operating activities                                      |   | (114,876   | ) |   | (219,428   | ) |   | (2,525,264  | )
|Cash Flows from Investing Activities                                             |   |            |   |   |            |   |   |             |  
|Purchase of computer
      equipment                                             |   | -          |   |   | -          |   |   | (3,388      | )
|                                                                                 |   |            |   |   |            |   |   |             |  
|Net cash
      used in investing activities                                      |   | ---        |   |   | -----      |   |   | (3,388      | )
|Cash Flows from Financing Activities                                             |   |            |   |   |            |   |   |             |  
|Short term loan                                                                  |   | (72,250    | ) |   | 80,750     |   |   | -           |  
|Warrants exercised                                                               |   | -          |   |   | -          |   |   | 812,314     |  
|Stock options exercised                                                          |   | -          |   |   | -          |   |   | 100,500     |  
|Issuance of common stock for cash                                                |   | 128,750    |   |   | 75,000     |   |   | 1,280,250   |  
|Share subscription
      received in advance                                     |   | 50,000     |   |   | 71,250     |   |   | 50,000      |  
|Loan proceeds                                                                    |   | -          |   |   | -          |   |   | 300,000     |  
|Net cash provided by financing activities                                        |   | 106,500    |   |   | 227,000    |   |   | 2,543,064   |  
|Net change in cash                                                               |   | (8,376     | ) |   | 7,572      |   |   | 14,412      |  
|Cash, beginning of period                                                        |   | 22,788     |   |   | 15,216     |   |   | -           |  
|Cash, end of period                                                              | $ | 14,412     |   | $ | 22,788     |   | $ | 14,412      |  
|                                                                                 |   |            |   |   |            |   |   |             |  
|Cash paid for interest                                                           | $ | -          |   | $ | 7,819      |   | $ | 50,222      |  
|                                                                                 |   |            |   |   |            |   |   |             |  
|Cash paid for income taxes                                                       | $ | -          |   | $ | -          |   | $ | -           |  
|                                                                                 |   |            |   |   |            |   |   |             |  
|Supplementary information - Non-cash Transactions:                               |   |            |   |   |            |   |   |             |  
|Note payable converted
      to common stock                                     | $ | -          |   | $ | -          |   | $ | 350,457     |  
|Common stock issued for prepaid
      consulting services                        |   | 430,510    |   |   | 218,429    |   |   | 54,763      |  
|Shares issued to settle
      debts                                              |   | 25,000     |   |   | -          |   |   | 25,000      |  

See Notes to Financial Statements

---

|PROTOKINETIX, INC.           
|-----------------------------
|(A Development Stage Company)
|                             
|                             
|NOTES TO FINANCIAL STATEMENTS
|December 31, 2009            

Note 1. Basis of Presentation  Going Concern
Uncertainties

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

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
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
common stock to the shareholders of BioKinetix.

The Company is also currently researching the benefits and
feasibility of proprietary synthesized Antifreeze Glycoproteins ("AFGP"). In
preliminary studies, AFGP has demonstrated an ability to protect and preserve
human cells at temperatures below freezing.

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

As shown in the financial statements, the Company has not
developed a commercially viable product, has not generated any significant
revenue to date, and has incurred losses since inception, resulting in a net
accumulated deficit at December 31, 2010. 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 U.S. dollars. The financial statements have
been prepared under the guidelines of Accounting and Reporting by Development
Stage Enterprises. A development stage enterprise is one in which planned
principal operations have not commenced, or if its operations have commenced,
there have been no significant revenues therefrom. As of December 31, 2010, we
had not commenced our planned principal operations.

Use of Estimates

Preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
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.

---

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,
short-term loan 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 based on the guidance of Fair Value Measurements which defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements. Effective January 1, 2008, the Company adopted
the policy for financial assets and liabilities, as well as for any other assets
and liabilities that are carried at fair value on a recurring basis. The
adoption of the provisions of this accounting policy did not materially impact
the Companys financial position and results of operations.

The policy defines fair value as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The policy also
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 liabilitiesLevel 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 input is used to measure cash. At December 31, 2010
there were no other assets or liabilities subject to additional disclosure.

Revenue Recognition

The Company recognizes revenue when a sale is made, the fee is
fixed or determinable, collectability is probable, and no significant company
obligations remain.

Income Taxes

The Company accounts for income taxes under an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In estimating
future tax consequences, the Company generally considers all expected future
events other than enactments of changes in the tax laws or rates.

Research and Development Costs

Research and development costs are expensed as incurred.

Earnings 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. 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. Diluted loss per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive securities.
The effect of 11,080,000 outstanding warrants, 250,000 outstanding options and
debt convertible into 1,200,000 common shares was 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. Common stock issuable is
considered outstanding as of the original approval date for purposes of earnings
per share computations.

---

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 stock-based compensation under
"Share-Based Payment," 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 requires 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. The fair value of stock options is estimated using the
Black-Scholes valuation 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 April 2010, the FASB provided an update to address the
classification of an employee share-based payment award with an exercise price
denominated in the currency of a market in which the underlying equity security
trades. FASB Accounting Standards Codification Topic 718, CompensationStock
Compensation, provides guidance on the classification of a share-based payment
award as either equity or a liability. A share-based payment award that contains
a condition that is not a market, performance, or service condition is required
to be classified as a liability. This standard is effective for years beginning
after December 15, 2010, and for subsequent interim and annual reporting periods
thereafter. The Company does not expect the adoption of this standard to have a
significant effect on the Company's results of operations or financial
position.

On January 21, 2010, the FASB issued ASU 2010-06, which amends
ASC 820 to add new requirements for disclosures about transfers into and out of
Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and
settlements relating to Level 3 measurements. The ASU also clarifies existing
fair value disclosures about the level of disaggregation and about inputs and
valuation techniques used to measure fair value. Further, the ASU amends
guidance on employers' disclosures about postretirement benefit plan assets
under ASC 715 to require that disclosures be provided by classes of assets
instead of by major categories of assets. The ASU is effective for the first
reporting period (including interim periods) beginning after December 15, 2009,
except for the requirement to provide the Level 3 activity of purchases, sales,
issuances, and settlements on a gross basis, which will be effective for fiscal
years beginning after December 15, 2010, and for interim periods within those
fiscal years. The Company does not expect the adoption of ASU 2009-06 to have a
material impact on the financial statements.

Note 3. Short Term Loan

The short term loan was unsecured, non-interest bearing and was
payable on demand. The loan was partially settled by issuing 250,000 share units
at $0.10 per unit, and the remaining balance was fully paid during the year.
Each share unit consists of one common share and one share purchase warrant
exercisable at $0.10 per share till April 15, 2011.

---

Note 4. Convertible Note Payable

On July 1, 2007, 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 noteholder has the right to demand payment of the
outstanding principal and interest at any time with a 30-day grace period. The
note bears interest at 8% per annum and is due and payable no later than June
30, 2012. The noteholder has the right to convert the note into shares of the
Company's common stock at $0.25 per share. No beneficial conversion feature was
applicable to this convertible note.

Subsequent to the year ended December 31, 2010, the noteholder
demanded the repayment of the loan in cash. The Company negotiated with the
noteholder in January 2011 who accepted 9 million common shares of the Company
as consideration for the settlement of the loan. (Note 11.)

Note 5. Income Taxes

The Company is liable for taxes in the United States. As of
December 31, 2010, 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 $23,800,000
available 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 $8,100,000 ($7,600,000 for 2009). 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.

Note 6. Share-Based Compensation

In 2003, the Company adopted its 2003 and 2004 Stock Incentive
Plans. Each plan provides for the issuance of incentive and non-qualified shares
of the Company's stock to officers, directors, employees, and non-employees. The
Board of Directors determines the terms of the shares or options to be granted,
including the number of shares or options, the exercise price, and the vesting
schedule, if applicable. In 2009 and 2010, the Company issued common shares from
both plans to non-employee consultants for services rendered as follows:

|           |  | Number          |  |   | Value           | 
|---------- |  | --------------- |  | - | --------------- | 
|2009       |  | of
      Shares |  |   | per
      Share | 
|April      |  | 1,200,000       |  | $ | 0.11            | 
|May        |  | 500,000         |  |   | 0.10            | 
|June       |  | 300,000         |  |   | 0.09            | 
|July       |  | 1,324,500       |  |   | 0.18            | 
|October    |  | 5,050,000       |  |   | 0.08            | 
|November   |  | 756,000         |  |   | 0.08            | 
|Total 2009 |  | 9,130,500       |  |   |                 | 

|2010      |  | Number of Shares |  |   | Value per Share | 
|--------- |  | ---------------- |  | - | --------------- | 
|          |  |                  |  |   |                 | 
|January   |  | 1,095,000        |  | $ | 0.09            | 
|March     |  | 600,000          |  |   | 0.08            | 
|April     |  | 250,000          |  |   | 0.09            | 
|May       |  | 922,000          |  |   | 0.09            | 
|June      |  | 200,000          |  |   | 0.11            | 
|July      |  | 850,000          |  |   | 0.10            | 
|August    |  | 300,000          |  |   | 0.08            | 
|September |  | 6,250,000        |  |   | 0.07            | 
|October   |  | 250,000          |  |   | 0.07            | 
|December  |  | 583,000          |  |   | 0.06            | 
|          |  | 11,300,000       |  |   |                 | 

---

Note 7. Stock Options

Stock option transactions are summarized as follows:

|                                                             |  |             |  |   |                  |   |   |           | 
|------------------------------------------------------------ |  | ----------- |  | - | ---------------- | - | - | --------- | 
|                                                             |  |             |  |   | Weighted         |   |   | Aggregate | 
|                                                             |  | Number of   |  |   | Average Exercise |   |   | Intrinsic | 
|                                                             |  | Options     |  |   | Price            |   |   | Value     | 
|                                                             |  |             |  |   |                  |   |   |           | 
|Balance, December 31, 2008                                   |  | 250,000     |  | $ | 0.20             |   |   |           | 
|Granted                                                      |  | -           |  |   | -                |   |   |           | 
|                                                             |  |             |  |   |                  |   |   |           | 
|Balance, December
      31, 2009 and 2010                    |  | 250,000     |  | $ | 0.20             |   | $ | -         | 
|                                                             |  |             |  |   |                  |   |   |           | 
|Exercisable at
      December 31, 2010                       |  | 250,000     |  | $ | 0.20             |   | $ | -         | 
|                                                             |  |             |  |   |                  |   |   |           | 
|Weighted average
      fair value of options during the year |  | granted Nil |  |   | (2009 - $Nil     | ) |   |           | 

At December 31, 2010, the following stock options were
outstanding:

|                  |                |                  
|----------------- | -------------- | -----------------
|Number of Options | Exercise price | Expiry
      Date
|250,000           | $ 0.20         | April 30, 2012   

Note 8. Warrants

Warrant transactions are summarized as follows:

|                                       |  |            |   |   |                  | 
|-------------------------------------- |  | ---------- | - | - | ---------------- | 
|                                       |  |            |   |   | Weighted         | 
|                                       |  | Number of  |   |   | Average Exercise | 
|                                       |  | Warrants   |   |   | Price            | 
|                                       |  |            |   |   |                  | 
|                                       |  |            |   |   |                  | 
|Balance, December 31, 2008             |  | 11,760,000 |   | $ | 0.38             | 
|Issued                                 |  | 750,000    |   |   | 0.10             | 
|Expired                                |  | (1,250,000 | ) |   | 0.28             | 
|                                       |  |            |   |   |                  | 
|Balance, December 31, 2009             |  | 11,260,000 |   |   | 0.37             | 
|Issued                                 |  | 2,250,000  |   |   | 0.10             | 
|Expired                                |  | (2,430,000 | ) |   | 0.23             | 
|Balance, December 31, 2010             |  | 11,080,000 |   | $ | 0.34             | 
|Exercisable at
      December 31, 2010 |  | 11,080,000 |   | $ | 0.34             | 

---

At December 31, 2010, the following warrants were
outstanding:

|                         |                |                   
|------------------------ | -------------- | ------------------
|Number of
      Warrants | Exercise price | Expiry Date       
|1,500,000                | $ 0.10         | April 15, 2011    
|1 ,000,000               | 0.10           | July
      1, 2011
|500,000                  | 0.10           | July 15, 2011     
|950,000                  | 0.50           | June
      1, 2012
|500,000                  | 0.50           | July 12, 2012     
|5,100,000                | 0.50           | August 1, 2012    
|1,530,000                | 0.15           | February 9, 2013  

During 2010, the Company issued 2,250,000 (2009  750,000)
warrants to purchase common stock at an exercise price of $0.10 (2009 - $0.10)
per share pursuant to the terms of private placements closed that is issued to
settle short-term loans during the year.

Note 9. Stockholders Deficiency

The Company is authorized to issue 100,000,000 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, 2010.

During the year ended December 31, 2010, the Company:

| | 1) | Issued 2,000,000 units in private placements for total
      proceeds of $200,000, each unit consists of one common share and a warrant
      to purchase one common share at $0.10;                                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                        
| | 2) | Issued 12,650,000 shares for services with total
      valuation of $966,500, of which $911,737 was recorded in consulting and
      research and development expenses and $54,763 in prepaid expenses which
      will be amortized through year 2011.
| |    |                                                                                                                                                                                                                                                        
| | 3) | Issued 250,000 units to settle debt of $25,000. Each unit
      consists of one common share and a warrant to purchase one common share at
      $0.10.                                                                                                

During the year ended December 31, 2009, the Company

| | 1) | issued 750,000 units in private placements for total
      proceeds of $75,000, each unit consists of one common share and a warrant
      to purchase one common share at $0.10;                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                           
| | 2) | issued 10,380,500 shares for services with total
      valuation of $1,009,890, of which $791,461 was recorded in consulting and
      research and development expenses and $218,429 in prepaid expenses which
      will be amortized through year 2010.
| |    |                                                                                                                                                                                                                                                           
| | 3) | issued 600,000 shares pursuant to issuable shares as of
      December 31, 2008.                                                                                                                                                                          

---

Note 10. Related Party Transactions

In 2010 the Company issued 1,350,000 shares to the directors
for services performed during the year with a fair value of $94,500 (2009 
1,250,000 shares with a fair value of $125,000).

Note 11. Subsequent Events

Subsequent to the year ended December 31, 2010, the
Company:

1) Issued 9 million common shares of the Company to settle the
convertible note payable. (Note 4.)

2) Issued 550,000 common shares of the Company for consulting
services.

---

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

There have been no changes disagreements with our accountants
since our formation that are required to be disclosed pursuant to Item 304(b) of
Regulation S-K.

|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Managements Annual Report on Controls and
Procedures

Management, including our principal executive officer and
principal financial officer, has carried out an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 (Exchange Act) Rules 13a-15(e) and 15d-15(e)). Based upon that
evaluation, and due to a lack of segregation of duties and lack of management
override of controls, management has concluded that, during the period covered
in this annual report, such internal controls and procedures were not effective
at ensuring that information required to be disclosed in reports filed pursuant
to the Exchange Act is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to management as
appropriate to allow timely decisions regarding required disclosure.

Management, including our principal executive officer and
principal financial officer, does not expect that internal controls and
procedures will prevent all error or fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are satisfied. Also, the design of a
control system is subject to the fact that there are resource constraints and
the benefits of controls must be considered relative to their costs. Due to the
inherent limitation in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. We have performed additional analysis and other
procedures in an effort to ensure the financial statements included in this
annual report have been prepared in accordance with generally accepted
accounting principles. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.

Managements Annual Report on Internal Control Over
Financial Reporting

Management, including our principal executive officer and
principal accounting officer, is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial
reporting is a process designed by, or under the supervision of, our principal
executive officer and principal accounting officer, and effected by our Board of
Directors, management and other personnel, 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.

Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly specify the transactions and
dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Forward looking
statements regarding the effectiveness of internal controls during future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate.

As required by Rule 13a-15(c) promulgated pursuant to the
Exchange Act, our management, including our principal executive officer and
principal accounting officer, evaluated the effectiveness of our internal
control over financial reporting as December 31, 2010. Managements assessment
was based on criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control over Financial Reporting  Guidance
for Smaller Public Companies. Management, including our principal
executive officer and principal accounting officer, assessed the effectiveness
of our internal control over financial reporting as of December 31, 2010, and
concluded that it is not effective.

---

Material Weaknesses Identified

In connection with the preparation of our financial statements
for the year ended December 31, 2010, 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, 2010, 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.

We intent to consider the results of our remediation efforts
and related testing as part of our year-end 2011 assessment of the effectiveness
of our internal control over financial reporting.

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, 2010, 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 March 22, 2011, the Company's current officers and
directors consist of the following persons:

|Name                       | Age | Office                                        | Since
|-------------------------- | --- | --------------------------------------------- | -----
|Ross L. Senior, LLB        | 60  | Chairman of the Board, President, CEO and CFO | 2007 
|Mr. C. Fred Whittaker      | 70  | Director                                      | 2005 
|Dr. Maximilien Arella, PhD | 55  | Director                                      | 2007 

---

Ross L. Senior, LLB

Mr. Senior is our President and Chief Executive Officer. In
2005, Mr. Senior co-founded Rowan All Natural Skin Care, Inc., a Canadian-based
provider of skin care products. In 1988, Mr. Senior founded Ross L. Senior and
Associates, a business consulting firm, where he maintained his position as
principal of the firm from 1988 to 2005. Mr. Senior brings to ProtoKinetix a
combination of business, organizational and legal experience through
consultation roles in technology research and development institutions and a
wide range of businesses including health care, property development,
electronics distribution, manufacturing, natural resources, educational
institutions and social enterprises.

C. Fred Whittaker

Mr. C. Fred Whittaker is one of our directors. Mr. Whittaker
has been in the accounting profession for over 40 years. Mr. Whittaker received
his Chartered Accounting designation in 1967, and has worked for various
accounting firms, including KPMG, as well as for himself at different times in
the past. For the last 15 years, he has worked exclusively for Whittaker &
Towler, a regional accounting firm which he founded located in North Vancouver,
British Columbia. Currently, Mr. Whittaker is a senior partner at the accounting
firm of Whittaker & Associates and has been for the past 30 years.

Dr. Maximilien Arella, PhD

Dr. Arella is one of our Directors. He is not a full time
employee and has other outside commitments. For the past twenty years, Dr.
Arella has acted as a private consultant advising clients and businesses with
technological and scientific development, innovative technology transfer and
commercial development from university bench top to commercial developments.

Since 1993, Dr. Arella has carried out two mandates as chairman
of the Virology Research Center of the Armand-Frappier Institute/University of
Quebec (the IAF) during which he held the responsibility of managing both the
research and the teaching programs (M.Sc. and Ph.D.) consisting of a team of 20
researchers combined with approximately 100 students and support employees. From
1984 to 1993 Dr. Arella was scholar, assistant professor and professor of
Virology at IAF as well as adjunct professor at the School of Graduate Studies
of the University of Montreal. He also served as president of the professor
association from 1989 to 1992. His academic research is mainly based in the
fields of molecular biology, fundamental aspects and applications of the
double-stranded RNA virus, as well as amplification systems for the analysis of
human and animal viruses, and cancer markers. Throughout his career, he has
written 76 scientific publications, 24 scientific reports for research contracts
as well as 28 chapters in books and summaries of techniques. He has been invited
to give 49 conferences, has presented 198 scientific communications and has
submitted 3 patents. Mr. Arella is fluent in English, French and Italian. In
addition to his position with ProtoKinetix, Dr. Arella sits on the scientific
advisory boards of two additional publicly traded companies, Biophage, Inc. and
Viropro, Inc.

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. The Company believes that during the year ended December 31, 2007, its
officers, directors and holders of more than 10% of the Companys common stock
complied with all Section 16(a) filing requirements.

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.

Identification of Audit Committee; Audit Committee Financial
Expert

The Company currently does not have an audit committee and has
not made a determination of whether there is a financial expert.

---

|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,
2010, and 2009:

|                                                                                               |  | Annual Compensation |  |   | Long-Term Compensation |  |  |         | 
|---------------------------------------------------------------------------------------------- |  | ------------------- |  | - | ---------------------- |  |  | ------- | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|Name and Position                                                                              |  | Year                |  |   | Salary                 |  |  | Bonus   | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|Ross L. Senior, LLB
      President, Chief Executive Officer and Chief
      Financial Officer |  | 2010 2009           |  | $ | 0 0                    |  |  | -0- -0- | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|Mr. C. Fred Whittaker
      Director                                                           |  | 2010 2009           |  | $ | 0 0                    |  |  | -0- -0- | 
|                                                                                               |  |                     |  |   |                        |  |  |         | 
|Dr. Maximilien Arella
      Director                                                           |  | 2010 2009           |  | $ | 0 0                    |  |  | -0- -0- | 

Options/SAR Grants in the Last Fiscal Year

N/A

Chief Executives Officers compensation

During fiscal year 2010, no compensation was issued to our
Chief Executive Officer.

Compensation of Directors

Directors receive no remuneration for their services as
directors at this time. The Company has adopted no retirement, pension, profit
sharing or other similar programs.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

The following table sets forth certain information regarding
the beneficial ownership of the Companys Common Stock as of December 31, 2010
based on information available to the Company by (i) each person who is known by
the Company to own more than 5% of the outstanding Common Stock based upon
reports filed by such persons within the Securities and Exchange Commission;
(ii) each of the Companys directors; (iii) each of the Named Executive
Officers; and (iv) all officers and directors of the Company as a group.

|Name and Address          | Shares Beneficially Owned | Percent of Class
|------------------------- | ------------------------- | ----------------
|Ross L. Senior (1)        | 1,660,000                 | 2.0%            
|Mr. C. Fred Whittaker (2) | 820,000                   | Less than 1%    
|Dr. Maximilien Arella(3)  | 800,000                   | Less than 1%    
|TOTAL                     | 3,280,000                 | 3.9%            

|(1) | The address is 2225 Folkestone Way, West
      Vancouver, BC V7S 2Y6 Canada
|--- | ---------------------------------------------------------------------------

---

|(2) | The address is 2225 Folkestone Way, West Vancouver, BC
      V7S 2Y6 Canada
|--- | ---------------------------------------------------------------------------
|    |                                                                            
|(3) | The address is 2225 Folkestone Way, West Vancouver, BC
      V7S 2Y6 Canada

A person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from the date of the registration statement upon the exercise of options or
warrants. Each beneficial owner's percentage ownership is determined by assuming
that options or warrants that are held by such person and which are exercisable
within 60 days of the date of this registration statement have been exercised.
Unless otherwise indicated, the company believes that all persons named in the
table have voting and investment power with respect to all shares of common
stock beneficially owned by them.

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------------

N/A

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Audit Fees

For the year ended December 31, 2010, Davidson &Company
LLP, the Companys principal accountants billed the Company $22,500 for fees for
the audit of the Companys annual financial statements.

Audit-Related Fees

For the years ended December 31, 2010 and December 31, 2009,
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, 2010 and December 31, 2009,
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, 2010 and December 31, 2009,
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 year ended December 31, 2010, Davidson & Company
LLP billed the Company $14,892 for fees for the review of the Companys
quarterly financial statements.

Audit Committee Pre-Approval Policies

The Company currently does not have an 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.

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PART IV

|ITEM 15. | EXHIBITS AND REPORTS ON FORM 8-K
|-------- | --------------------------------

(a) Exhibits.

|Exhibit # | Description                                                                                                                                                                          
|--------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                      
|3.1(i)    | Certificate of
        Incorporation filed as an exhibit to the Company's registration statement
        on Form 10-SB/A filed on July 24, 2001 and incorporated herein by reference.
|3.1(ii)   | By-Laws filed as an exhibit to
        the Company's registration statement on Form 10-SB/A filed on July 24,
        2001 and incorporated herein by reference.                     
|14.1      | ProtoKinetix,
        Inc. Code of Ethics filed as an exhibit to the Company's Form 10-K filed
        on April 13, 2006 and incorporated herein by reference.                       
|31.1      | Rule
        13a-12(a)/15d-14(a) Certification                                                                                                                                       
|32.1      | Section
        1350 Certification attached.                                                                                                                                         

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Signatures

In accordance with Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

| | PROTOKINETIX, INC.                                            
| | --------------------------------------------------------------
| |                                                               
| | /s/ Ross L. Senior                                            
| | By: Ross L. Senior, LLP                                       
| | Its: Chief Executive Officer and Chief
      Financial Officer

Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
indicated as of the date of this report.

| | /s/ Ross L. Senior                                            
| | --------------------------------------------------------------
| | By: Ross L. Senior, LLP                                       
| | Its: Chief Executive Officer and Chief
      Financial Officer
| |                                                               
| |                                                               
| |                                                               
| | /s/ C. Fred Whittaker                                         
| | By: C. Fred Whittaker                                         
| | Its: Director                                                 
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| | /s/ Maximilien Arella                                         
| | By: Dr. Maximilien Arella, PhD                                
| | Its: Director                                                 

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