SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FIRST
AMENDED


FORM
10-KSB/A





(Mark
One)


[ X ]
    Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of  1934 for the fiscal year ended December 31,
2003.




[    
]     Transitional Report Under Section 13 or 15(d) of the Securities
Exchange Act of  1934 for the transition period from _______________ to
________________.





____________________________________________





Commission
      File No. 0-32917PROTOKINETIX,
      INC.
              Formerly
      known as RJV Networks, Inc.
              (Name
      of small business issuer in its charter)
              a
      development stage business


_____________________________________________





Nevada
            94-3355026(State
      or other Jurisdiction
              of
      Incorporation or Organization)
            (IRS
      Employer
              Identification
      Number)


_____________________________________________





Suite
      1500-885 West Georgia Street
              Vancouver,
      British Columbia Canada
            V6C
      3E8(Address
      of Principal Executive Offices)
            (Zip
      Code)Issuer's
      Telephone No.: (604) 687-9887





Securities
      registered under
              Section
      12(g) of the Act:
            NoneSecurities
      to be registered under
              Section
      12(g) of the Act:
            None





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [ X ]
No [ ].





Check if
disclosure of delinquent filers in response 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-KSB or any amendment to
this Form 10-KSB. [ ].





Issuer's
revenues for its most recent fiscal year: None.





State the
aggregate market value of the voting stock held by non-affiliates, computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days: As of June
29, 2004, $21,785,800.





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of June 29, 2004, there were 26,896,050
shares of the Company's common stock issued and outstanding.





Documents
Incorporated by Reference: None





Transitional
Small Business Disclosure Format: Yes [ X ] No [ ].




Introduction
..





This form
10-KSB/A for the year ended December 31, 2003 is being filed in order to amend
incorrect financial statements in the original filed form 10-KSB for the year
ending December 31, 2003.


























TABLE OF
CONTENTS


FORM
10-KSB ANNUAL REPORT


_________________________





PROTOKINETIX,
INC.





Section
            HeadingPart
      IItem
      1
            Description
      of BusinessItem
      2
            Description
      of PropertyItem
      3
            Legal
      ProceedingsItem
      4
            Submission
      of Matters to a Vote of Security HoldersPart
      IIItem
      5
            Market
      for the Registrant's Common Equity and Related Stockholder
      MattersItem
      6
            Management's
      Discussion and Analysis of Financial Condition and Results of
      OperationsItem
      6A
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      7
            Financial
      Statements with Index and Auditor's ReportItem
      8
            Changes
      in and Disagreements on Accounting and Financial
  DisclosurePart
      IIIItem
      9
            Directors,
      Executive Officers, Promoters and Control Persons, Compliance with Section
      16(a) of the Exchange ActItem
      10
            Executive
      CompensationItem
      11
            Security
      Ownership of Certain Beneficial Owners and ManagementItem
      12
            Certain
      Relationships and Related TransactionsPart
      IVItem
      13
            Exhibits
      and Reports on Form 8-KItem
      14
            Controls
      and ProceduresSignatures




















Part I.





Any
forward looking statements contained herein 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.





Item
1.





Description of the
Business





Important
Disclosures and Disclaimers . Please note that ProtoKinetix (the
"Company") is a development stage company that has not yet sold or marketed any
products. The Company had no revenues for the year ended December 31,
2003.





It is
important to understand that although the Company (as is discussed below) is
focused on various efforts related to the use of antibodies and superantibodies
in order to identify and treat malignancies, to date, there has been no
development of any product (antibodies or superantibodies) by the Company.
Although the Company is continuing to conduct research based on the above
referred to and below stated theses, such successful research and development
and the ultimate commercialization of a viable product may never occur, and
there can be no certainty that any such antibodies will be developed by the
Company. Further, even if a product or antibody or superantibody is developed,
the desired results for which it was originally intended may not be
achieved.





The core
of the Company's thesis regarding it's research and development efforts is that
there is a protein receptor site (hereinafter referred to as "RECAF") common to
many malignant or cancerous cells. The Company has a license from Biocurex, Inc.
to develop superantibody therapies for the RECAF receptor site. As of the date
of this report, the Company is engaged in efforts to validate the existence of
the RECAF receptor site. However, the Company's efforts to validate the
existence of the RECAF receptor site may fail and no such site may be located.
If this is the case, the complete foundation of the Company's efforts may be
undermined.





The
Company faces exposure to fluctuations in the price of our common stock due to
the very limited cash resources we have. For example, the Company has very
limited resources to pay legal and accounting professionals. If we are unable to
pay a legal or accounting professional in order to perform various professional
services for the Company, it may be difficult, if not impossible, for the
Company to maintain its reporting status as a public company. If the Company
felt that it was likely that it would not be able to maintain its reporting
status, it would make a disclosure by filing a Form 8-K with the SEC. In any
case, if the Company was not able to maintain its reporting status, it would
become "delisted" and this could potentially cause an investor or an existing
shareholder to lose all or part of his investment.





ProtoKinetix's
Mission . The Company's mission is to develop a new generation of
medicines and diagnostics for the treatment of malignancies. The Company is
focused on the anti-cancer applications of certain enhanced monoclonal
antibodies, termed "superantibodies," that may improve medicinal and treatment
potencies and increase sensitivity in use as diagnostics. ProtoKinetix hopes to
leverage technology to create new antibodies and diagnostic assays that will be
able to be used to treat and detect certain cancers.




In
particular, ProtoKinetix will attempt to create a superantibody that will attach
to RECAF molecules. The RECAF molecules with the superantibody attached are
theoretically expected to then attach to cancer cells, with minimal or no harm
to non-cancerous cells, so that the superantibody can destroy the cancer
cells.





ProtoKinetix
Inc. is a biotechnology research and development company focused on the
application of superantibody-based products for the treatment and diagnosis of
certain cancers.





The
ProtoKinetix business plan is based primarily on the furtherance of certain
intellectual property rights obtained by way of "sub-licenses" of technology
from other companies. At present, the Company has no product or products, and
has received no patents or FDA approval for any product or diagnostic
procedures.





The
Company has no employees. Instead, the Company is heavily reliant on the efforts
of a number of independent consultants who engage in the Company's research and
development efforts from discrete and established laboratories in various parts
of the world.





Definitions
of the terms used above are as follows :





"SuperAntibody" .
This is an industry-adopted term used to describe genetically-engineered
antibodies, isolated from a single blood cell, which have been expanded in the
laboratory to attack or have a desired effect on certain targeted antigens, such
as cancer cells.





"RECAF" or Receptor Alpha
Fetaprotein . This is a carbohydrate molecule that is located on the
surface of cancer cells.





"Receptor" . A
structure exposed on the cell surface used for signaling or transport of
molecules into the cell.





Subsequent Financing
Events :





On
February 1, 2004, when the Company common stock had a closing price of USD $.44,
the Company entered into a financing arrangement (the "Financing") and executed
and delivered a 12 month, 8% convertible note (the "Note") to Thunderbird Global
Corporation ("Thunderbird").





The Note
was delivered in consideration of Thunderbird's investment of USD $315,000.00.
The holder of the Note is able to convert all or part of the Note into shares of
the Company's common stock at the lesser of (i) $.30, or (ii) 70% of the average
of the three lowest trading prices for the Company's common stock for the 30
days preceding the date on which a notice of conversion is
delivered.





None of
the common shares underlying the Note have been registered; however, the Company
is obligated to make certain efforts to register these Note shares.




Government
Regulations





We are
not subject to any extraordinary governmental regulations. This may change in
the future if we acquire or merge with a company that is subject to such
regulations.





Item 2.
    Description of the
Property .





The
Company does not own any real property. The Company is not 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 .





A
shareholder meeting was not held during fiscal year 2003.
















PART II.





Item 5.
Market for Common Equity and Related Stockholder Matters.








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.





2002
            Low
            HighAs
      of March 31, 2003
            $
      N/A
            N/AAs
      of June 30, 2003
            1.25
            2.15As
      of September 30, 2003
            1.40
            1.95As
      of December 31, 2003
            .12
            1.60







2003
            Low
            HighAs
      of March 31, 2003
            $.10
            .65As
      of June 30, 2003
            .08
            .24As
      of September 30, 2003
            .11
            .22As
      of December 31, 2003
            .09
            .72







To date,
the Company has not declared or paid dividends on its Common Stock.





As of
June 29, 2004, there were approximately 36 shareholders of record of the
company's Common Stock.





Sales of Unregistered
Stock





As of
June 29, 2004, the Company had 26,896,050 shares issued and
outstanding.





General . During the year
ended December 31, 2003, the Company issued a total of 14,000,000 shares, which
were related to the Company's licensure assignment and asset acquisition as
reported in a Form 8K on July 7, 2003 (See SEC File Number 000-32917 and Film
Number 03777407).





In
reliance on an exception available under the Securities Act of 1933 including
unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933,
the Company issued securities as follows:





· On October 30, 2003
the Company issued 14,000,000 shares to various parties related to the Company's
acquisition of the assets reported on the aforementioned Form 8K.




Item 6. Management's Discussion and Analysis or
Plan of Operation.





The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein. In connection with, and 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.





Critical Accounting
Policies . Our critical and significant accounting policies, including
the assumptions and judgments underlying them, are disclosed in the Notes to the
Financial Statements. These policies have been consistently applied in all
material respects and address such matters as revenue recognition and
depreciation methods. The preparation of the financial statements in conformity
with generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.





OVERVIEW





ProtoKinetix
Inc. is a biotechnology research and development company focused on the
application of superantibody-based products for the treatment and diagnosis of
certain cancers.





The
ProtoKinetix business plan is based primarily on the furtherance of certain
intellectual property rights obtained by way of "sub-licenses" of technology
from other companies. At present, the Company has no product or products, and
has received no patents or FDA approval for any product or diagnostic
procedures.





The
company currently has no employees, nor does it own any laboratory facilities.
The Company instead, has opted to conduct its operational research and
development efforts by associating itself with and contracting with scientists
from all over the world who have access to laboratory facilities, and who are
able to engage in efforts at these facilities which further the Company's
mission.





The core
and the foundation of the Company's mission and research and development thesis
is that an alpha fetaprotein receptor site exists on some, if not many,
malignant cancer cells. This site is called the RECAF site (as if defined
above).





It is
important to have a basic idea of what the Company's research thesis is.
However, one must understand and appreciate that cancer is extremely complicated
disease and that the research and development of therapies for cancer are
extremely risky. There are hundreds, if not thousands of companies around the
world conducting research on cancer therapies. Many of these companies are
better funded, much larger and relative to the company, they are far better
positioned to take advantage of the financial and intellectual property
resources they possess.





The
following is a simple explanation of the Company's research and development
thesis :





The RECAF
is a site which the Company believes exists on many cancer cells. Think of the
RECAF site as a "lock on a door". Cancer cells by their very nature are antigens
or foreign invaders to the way the body functions normally. The body has cells
which create what are called antibodies. Antibodies are the way in which the
human body attacks antigens and to cause them to die. The problem with cancer
cells is that in an effort to destroy the cancer cell, it is difficult for an
antibody to gain access to and bind to a cancer cell. The Company believes that
should the RECAF receptor site exist, it will be able to design a superantibody
(or enhanced daisy chain antibody) which will bind to the RECAF receptor site
(like a key going into the lock of the door) and destroy the cancer
cell.





With
respect to the RECAF receptor site, on November 22, 2002, BioKinetix, Inc.
entered into an agreement with BioCurex, Inc. which provided BioKinetix with
exclusive world wide certain intellectual property rights to produce a therapy
using superantibodies for the RECAF receptor site. On July 2, 2003, BioCurex
assented to the assignment of all of BioKinetix's rights to the Company. On
March 18, 2004, in consideration of 400,000 Company common shares, BioCurex
executed a letter agreement ("BioCurex Letter Agreement") with the Company which
made the "effective date" of the November 22, 2002 agreement - March 14, 2004.
Additionally, the BioCurex Letter Agreement provided the Company with additional
intellectual property rights with respect to the RECAF receptor
site.





Antibody and Superantibody
Development . In terms of creating an antibody, the Company's efforts are
being led by Professor Max Arella (please see the Company's press release dated
September 4, 2003). Once an antibody is created, it must be enhanced or
converted into a superantibody. In order to create a superantibody, the Company
has acquired access to various technologies from (a) Innexus Corporation; and
(b) Perigene Corporation.





On
November 22, 2002, a BioKinetix, Inc., a research and development subsidiary of
Begland Corporation, entered into an agreement with Innexus Corporation which
provided BioKinetix with certain intellectual property rights to develop up to
four (4) antibodies into superantibodies using the related Innexus Corporation
technology. On July 3, 2003, Innexus Corporation assented to an assignment of
all of BioKinetix's rights under the November 22, 2002 agreement to the
Company.





On
December 3, 2003, Perigene Corporation entered into an agreement with the
Company whereby the Company had the right to access various Perigene
intellectual property resources in order to create superantibodies.





As is
discussed above, the very existence of the RECAF has yet to be determined. Both
BioCurex and the Company have entered into agreement with research institutions
in order to prove that a RECAF does in fact exist on some, if not many malignant
cancer cells. Of course, should the RCAF not exist, the consequences to the
Company and its current research efforts could be catastrophic.





General and
Administrative . G&A expenses arose primarily from professional and
consulting fees. We incurred professional fees relating to costs associated with
our being a reporting company under the Securities Exchange Act of 1934, as
amended. As a result, we incurred a net loss of $3,662,745during the twelve
month period ended December 31, 2003 (approximately $.21 per
share).





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
2004.


Subsequent Financing
Event .





On
February 1, 2004, when the Company common stock had a closing price of USD $.44,
the Company entered into a financing arrangement (the "Financing") and executed
and delivered a 12 month, 8% convertible note (the "Note") to Thunderbird Global
Corporation ("Thunderbird").





The Note
was delivered in consideration of Thunderbird's investment of USD $315,000.00.
The holder of the Note is able to convert all or part of the Note into shares of
the Company's common stock at the lesser of (i) $.30, or (ii) 70% of the average
of the three lowest trading prices for the Company's common stock for the 30
days preceding the date on which a notice of conversion is
delivered.





None of
the common shares underlying the Note have been registered; however, the Company
is obligated to make certain efforts to register these Note shares.





Sales and Marketing .
The Company is currently not selling or marketing any products.





Liquidity and Capital
Resources . At December 31, 2003, we had $104 in cash and 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, 2003.





E.  
  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.





F.  
  Results of
Operations for the Year Ended December 31, 2003 as Compared to December 31,
2002





1.  
  Net
Revenue . There was $0 revenue in 2003, and there was $0 in revenue for
2002.


2.  
  Net Loss From
Operations . There was a $3,662,745 gross loss from operations for 2003
and a gross loss from operations of $0 for 2002.


3.  
  Operating
Expenses . Operating expenses were $3,651,094 in 2003. These monies were
paid for licenses, professional fees, consulting services related to the
operations of the Company's business and other general and administrative
expenses.




Item 6A. 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 7. Financial Statements.





Index to
ProtoKinetix, Inc.


(A
Development Stage Company)


Financial
Statements December 31, 2003








C O N T E
N T S





Independent
      Auditor’s ReportFinancial
      StatementsBalance
      SheetStatements
      of OperationsStatements
      of Shareholder’s EquityStatements
      of Cash FlowsNotes
      to Financial Statements


















































INDEPENDENT AUDITORS' REPORT








To the
Board of Directors and Shareholders


ProtoKinetix,
Incorporated











We have
audited the accompanying balance sheet of ProtoKinetix, Incorporated (a
development stage company) as of December 31, 2003, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2003 and 2002, and for the period from December 23,
1999 (date of inception) to December 31, 2003.  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 auditing standards generally accepted in
the United States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ProtoKinetix, Incorporated (a
development stage company) as of December 31, 2003, and the results of its
operations and its cash flows for the years ended December 31, 2003 and
2002, and for the period from December 23, 1999 (date of inception) to
December 31, 2003, in conformity with accounting principles generally
accepted in the United States.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has not developed a commercially viable product and,
therefore, has not been able to generate any revenues to date and as a result
has an accumulated deficit at December 31, 2003.  These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans regarding those matters are
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


As
discussed in Note 2, the accompanying financial statements as of
December 31, 2003, and for the years ended December 31, 2003 and 2002,
and for the period from December 23, 1999 (date of inception) through
December 31, 2003, have been restated.








/S/
PETERSON SULLIVAN PLLC








April 2,
2004, except as it relates to the restatement described in Note 2, for which the
date is April 28, 2008


Seattle,
Washington



























PROTOKINETIX , INCORPORATED


(A
Development Stage Company)


BALANCE SHEET


December
31, 2003


(Restated)


ASSETSCurrent
      Asset, as restatedCash
            
            $
      104$
      104LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesDue
      to outside management consultants
            $
      122,866Accounts
      payable
            41,548Total
      current liabilities
            164,414Shareholders'
      Equity, as restatedCommon
      stock, $.0000053 par value, 100,000,000 commonshares
      authorized; 24,743,750 shares issued and outstanding
            131Common
      stock issuable; 2,000,000 shares
            11Additional
      paid-in capital
            3,530,108Deficit
      accumulated during the development stage, as restated
            (3,694,560)164,310$
      104





See
      Notes to Financial Statements






















PROTOKINETIX , INCORPORATED


(A
Development Stage Company)


STATEMENTS OF OPERATIONS


For the
Years Ended December 31, 2003 and 2002, and


for the
Period from December 23, 1999 (Date of Inception) to December 31,
2003


(Restated)


2003
            
            2002
            
            Cumulative
      During the Development StageRevenues
            
            $
      -
            
            $
      -
            
            $
      -General
      and administrative expensesLicenses,
      as restated
            2,400,000
            
            
            
            2,400,000Professional
      fees, as restated
            519,574
            
            
            
            519,574Consulting
      fees
            661,390
            
            
            
            661,390Rent
            
            
            22,500
            
            
            
            22,500Administrative
      fees
            16,500
            
            
            
            16,500Promotional
            11,843
            
            
            
            11,843Utilities
            7,123
            
            
            
            7,123Other
            
            12,164
            
            
            
            12,1643,651,094
            
            -
            
            3,651,094Loss
      from continuing, operations, as restated
            (3,651,094)
            
            -
            
            (3,651,094)Discontinued
      OperationsLoss
      from operations of the discontinuedsegment
            (11,651)
            
            (14,878)
            
            (43,466)Net
      loss, as restated
            $(3,662,745)
            
            $
      (14,878)
            
            $(3,694,560)Net
      loss per share (basic and fully diluted)Continuing
      operations
            $
      (0.21)
            
            $
      (0.00)Discontinued
      operations
            (0.00)
            
            (0.00)Net
      loss per common share, as restated
            $
      (0.21)
            
            $
      (0.00)Weighted
      average number of commonshares
      outstanding, as restated
            17,153,955
            
            11,276,077










See
      Notes to Financial Statements






























PROTOKINETIX , INCORPORATED


(A
Development Stage Company)


STATEMENTS OF SHAREHOLDERS' EQUITY


For the
Years Ended December 31, 2003 and 2002, and


for the
Period from December 23, 1999 (Date of Inception) to December 31,
2003


(Restated)


DeficitAccumulatedCommon
      Stock
            
            Additional
            
            During
      theCommon
      Stock
            
            Issuable
            
            Paid-in
            
            DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stage
            
            TotalIssuance
      of common stock, December 1999
            9,375,000
            
            $
      50
            
            -
            
            $
      -
            
            $
      4,950
            
            $
      -
            
            $
      5,000Net
      loss for period
            
            
            
            
            
            
            
            
            
            
            (35)
            
            (35)Balance,
      December 31, 2000
            9,375,000
            
            50
            
            -
            
            -
            
            4,950
            
            (35)
            
            4,965Issuance
      of common stock, April 2001
            5,718,750
            
            30
            
            
            
            
            
            15,220
            
            
            
            15,250Net
      loss for year
            
            
            
            
            
            
            
            
            
            
            (16,902)
            
            (16,902)Balance,
      December 31, 2001
            15,093,750
            
            80
            
            -
            
            -
            
            20,170
            
            (16,937)
            
            3,313Net
      loss for year
            
            
            
            
            
            
            
            
            
            
            (14,878)
            
            (14,878)Balance,
      December 31, 2002
            15,093,750
            
            80
            
            -
            
            -
            
            20,170
            
            (31,815)
            
            (11,565)Issuance
      of common stock for services:July
      2003, as restated
            2,125,000
            
            11
            
            
            
            
            
            424,989
            
            
            
            425,000August
      2003
            300,000
            
            2
            
            
            
            
            
            14,998
            
            
            
            15,000September
      2003, as restated
            1,000,000
            
            5
            
            
            
            
            
            49,995
            
            
            
            50,000October
      2003
            1,550,000
            
            8
            
            
            
            
            
            619,992
            
            
            
            620,000Issuance
      of common stock for license rights
            14,000,000
            
            74
            
            
            
            
            
            2,099,926
            
            
            
            2,100,000Common
      stock issuable for license rights
            
            
            
            
            2,000,000
            
            11
            
            299,989
            
            
            
            300,000Shares
      cancelled on September 30, 2003
            (9,325,000)
            
            (49)
            
            
            
            
            
            49Net
      loss for year, as restated
            
            
            
            
            
            
            
            
            
            
            (3,662,745)
            
            (3,662,745)Balance,
      December 31, 2003, as restated
            24,743,750
            
            $
      131
            
            2,000,000
            
            $
      11
            
            $3,530,108
            
            $(3,694,560)
            
            $164,310




See
      Notes to Financial Statements
































PROTOKINETIX , INCORPORATED


(A
Development Stage Company)


STATEMENTS OF CASH FLOWS


For the
Years Ended December 31, 2003 and 2002, and


for the
Period from December 23, 1999 (Date of Inception) to December 31,
2003


(Restated)


CumulativeDuring
      theDevelopment2003
            
            2002
            
            StageCash
      Flows from Operating ActivitiesNet
      loss for period, as restated
            $(3,662,745)
            
            $
      (14,878)
            
            $(3,694,560)Issuance
      of common stock for servicesand
      expenses, as restated
            3,510,000
            
            
            
            3,510,000Increase
      in amounts due to outsidemanagement
      consultants
            122,866
            
            
            
            122,866Increase
      in accounts payable
            34,559
            
            6,989
            
            41,548Net
      cash flows from operatingActivities,
      as restated
            4,680
            
            (7,889)
            
            (20,146)Cash
      Flows from Financing ActivitiesIssuance
      of common stock
            
            
            
            
            20,250Payment
      of shareholders' loans
            (5,155)
            
            4,955Net
      cash flows provided byfinancing
      activities
            (5,155)
            
            4,955
            
            20,250Net
      change in cash
            (475)
            
            (2,934)
            
            104Cash,
      beginning of period
            579
            
            3,513Cash,
      end of period
            $
      104
            
            $
      579
            
            $
      104











See
      Notes to Financial Statements





















NOTES TO FINANCIAL STATEMENTS








Note
1. The Company and Summary of Significant Accounting Policies





The
Company





ProtoKinetix,
Inc. (formerly known as RJV Network, Inc.) (the "Company"), a development stage
company, was incorporated under the laws of the State of Nevada on December 23,
1999. The Company was formed for the purpose of developing an internet-based
listing site that would provide detailed commercial real estate property
listings and related data. In 2002, the Company suspended its original business
plan while it considered a potential merger with another company, BioKinetix. In
2003, the Company discontinued its original business plan and entered into the
licensing agreement described below. Effective as of the date of the license
agreement, the Company became a medical research company in the development
stage.





In 2003,
the Company entered into an assignment of license agreement (the "Agreement")
with BioKinetix, an Alberta, Canada, corporation. The Agreement provided the
Company with an exclusive assignment of all of the rights (the "Rights") that
BioKinetix possessed relating to two proprietary technologies that are being
developed for the creation and commercialization of "superantibodies,'' an
enhancement of antibody technology that makes ordinary antibodies much more
lethal. In consideration, the Company's Board of Directors authorized the
Company to issue 16,000,000 shares of its stock to the shareholders of
BioKinetix. Also, the Company's existing directors agreed to resign and the
Company cancelled 9,325,000 common shares owned by the former president
(representing the majority of his shares). New Company directors were installed.
In October 2003, 14,000,000 of the committed shares were issued. The remaining
2,000,000 shares are expected to be issued in 2004.





Going
Concern





As shown
in the financial statements, the Company has not developed a commercially viable
product and has not generated any revenues to date and has incurred losses since
inception resulting in a net accumulated deficit of $3,694,560, as restated at
December 31, 2003. The Company's current liabilities exceed their current
assets. These factors raise substantial doubt about the Company's ability to
continue as a going concern.





The
Company will need additional working capital to continue its medical research or
to be successful in any future business activities and to pay its current
liabilities. Therefore, continuation of the Company as a going concern is
dependent upon obtaining the additional working capital necessary to accomplish
its objective. Management is presently engaged in seeking additional working
capital.





The
accompanying financial statements do not include any adjustments to the recorded
assets or liabilities that might be necessary should the Company fail in any of
the above objectives and is unable to operate for the coming year.




Cash





Cash
consists of funds held in a checking account.





Due to Outside Management
Consultants





The loan
is unsecured, bears no interest and is due on demand. Based on the amount of the
loan and its short-term nature, carrying value approximates fair
value.





Taxes on
Income





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





Basic
loss per share is computed by dividing the net loss available to common
shareholders by the weighted average number of common shares outstanding in the
period. The Company's stock split 1:75 on August 24, 2001. In April 2002, the
Board of Directors approved a 2.5 for 1 split of the Company's stock. The
accompanying financial statements are presented on a post-split basis. The
earnings per share for the years ended December 31, 2003 and 2002, and the
period cumulative during the development stage have been adjusted accordingly.
Diluted earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive securities.
There were no potentially dilutive common shares outstanding during the period
December 23, 1999 to December 31, 2003. During the year, the Company
obtained certain licensing rights in exchange for 16,000,000 common shares of
the Company's stock, 2,000,000 of which shares are expected to be issued
subsequent to year end. For purposes of earnings per share computations, all of
these shares have been included as outstanding as of October 2003, the date of
the original issuance of the shares to affect the acquisition of the license
rights (Note 2).




Stock-Based
Compensation





The
Company has a stock-based equity incentive plan, which is described more fully
in Note 5. The Company accounts for the plan under the recognition and
measurement principles of APB Opinion No. 25, " Accounting for Stock Issued to
Employees ," and related interpretations. No stock-based employee
compensation cost is reflected in the net loss when options granted under the
plan have an exercise price equal to or greater than the market value of the
underlying common stock on the date of grant. No options have been granted under
the plan therefore no reconciliation is provided of the effects on net income in
applying the fair value recognition provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation." Compensation cost for stock options and warrants
to purchase stock granted to non-employees is measured using the Black-Scholes
valuation model at the date of grant multiplied by the number of options
granted, amortized over the estimated life of the option or warrant. This
compensation cost is recognized ratably over the vesting period. In accordance
with APB No. 25, the Company records compensation costs only for stock
options issued to non-employees. The issuance of common shares for services is
recorded at the quoted price of the shares on the date the services are
rendered.





Estimates





The
preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
these financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from these
estimates.





New Accounting
Standards





Statement
of Financial Accounting Standards ("SFAS") No. 147 gives guidance on
accounting for the acquisition of financial institutions (effective for
acquisitions on or after October 1, 2002). SFAS No. 148 clarifies
treatment of stock-based compensation (effective for fiscal years ending after
December 15, 2002). SFAS No. 149 amends existing standards on
derivatives (effective for derivatives entered into or modified after June 30,
2003). SFAS No. 150 gives guidance on the accounting for certain
financial instruments with characteristics of both liabilities and equity
(effective for financial instruments entered into after May 31, 2003).
Financial Accounting Standards Board Interpretation No. 46 requires
consolidation of certain variable interest entities (effective for fiscal years
ending after December 15, 2003). These new standards do not have an effect on
the Company's consolidated financial statements.





Note
2. Restatement





During
2003, the Company acquired license rights to proprietary medical research
technologies, which were capitalized at the time of acquisition as intangible
assets having indefinite lives. While the Company's management continues to
believe the license rights are of probable future benefit to the Company in its
continuing efforts to pursue the development of commercially viable products, it
was appropriate for accounting purposes to expense the cost of the acquisition
of the license rights. Accordingly, the accompanying financial statements have
been restated to correct the error and recognize as expense the cost of those
acquired license rights at the time of their acquisition.




The
effects of the restatement on the 2003 financial statements are as
follows:





Expenses,
specifically Licenses, increased by $2,400,000 to $2,400,000, increasing the
Loss from Continuing Operations and the Net Loss by the same amount to
($3,651,094) and (3,662,745) respectively. The loss per share increased from
($0.05) to ($0.21).





For
purposes of the Statement of Cash Flows, the Net Loss for the Period increased
to ($3,662,745) and the Issuance of Common Stock for Services and Expenses
increased by $2,400,000 to $3,510,000.





The
effect of the restatement on the amounts in the Cumulative During the
Development Stage period are as follows:





Expenses,
specifically Licenses, increased by $2,400,000 to $2,400,000, increasing total
expenses by a net amount of $2,400,000 to $3,651,094. The Loss from Continuing
Operations increased by $2.400,000 to ($3,651,094) and the Net Loss increased by
$2,400,000 to ($3,694,560).





For
purposes of the Statement of Cash Flows, the Net Loss for the Period increased
to ($3,662,745) and the Issuance of Common Stock for Services and Expenses
increased by $2,400,000 to $3,510,000 and the Acquisition of Intangible
Assets




Note
3. Income Taxes





The
Company is liable for taxes in the United States. As of December 31, 2003, 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 $3,650,000 available to reduce future
taxable income. The tax loss expires in years between 2022 and
2023.





The
deferred tax asset associated with the tax loss carryforward is approximately
$325,000. The Company has provided a full valuation allowance against the
deferred tax asset. The valuation allowance increased by $314,200 from December
31, 2002, and $8,300 from December 31, 2001.





Note
4. Discontinued Operations





In 2003,
the Company signed the licensing agreement described in Note 1. This agreement
changed the Company's business plan to that of a medical research company.
Accordingly, the operating results related to the internet-based real estate
listing segment have been presented as discontinued operations in these
financial statements for all periods presented.





Note
5. Stock-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 common
stock and options to purchase up to 5,000,000 shares of the Company's common
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. During 2003, the Company issued a total of 4,975,000 shares, as
restated, from both plans to non-employee consultants for services rendered as
follows:





Date
            
            Number
      of Shares
            
            Value
      Per ShareJuly
      2003, as restated
            
            2,125,000
            
            $0.05August
      2003
            
            300,000
            
            $0.05September
      2003, as restated
            
            1,000,000
            
            $0.05October
      2003
            
            1,550,000
            
            $0.40





Note
6. Subsequent Event





On
February 1, 2004, the Company executed a subscription agreement under which the
Company issued to a corporation owned by a stockholder an 8% secured convertible
note in exchange for $315,000. The note is due February 1, 2005, and is
convertible into shares of the Company's common stock at the lower of $.30 per
share or 70% of the average of the three lowest trading prices for the
30 days prior to the conversion date.















Item 8. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure





None.





Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act





As of
April 10, 2004, the Company's current officers and directors consist of the
following persons:





Name
            Age
            Office
            SinceDr.
      John Todd
            60
            Chairman
      and President
            InceptionDr.
      Jean-Marie Dupuy
            66
            Director
            2004




Resume of Dr. John
Todd





** See
previously filed Form 10-KSB for the year ended December 31, 2003


Resume of Dr. Jean-Marie
Dupuy





** See
previously filed Form 10-KSB for the year ended December 31, 2003




Compliance with Section
16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors
and executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities 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. Officers, directors and
greater than 10% shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.





To the
Company's knowledge, based solely on its review of the copies of such reports
furnished to the company and written representations that no other reports were
required during the fiscal year ended December 31, 2003, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.







Item 10. Executive Compensation





The
following table sets forth certain summary information regarding compensation
paid by the Company for services rendered during the fiscal years ended December
31, 2003 and December 31, 2002, respectively, to the Company’s Chief Executive
Officer and President during such periods.


Summary
Compensation Table





Executive
Compensation:





Payouts
            Annual
      Compensation
            Long
      Term Compensation Awards(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)Name
      and Principal Position
            Year
            Salary
            Bonus
            Other
      Annual Compensation ($)
            Restricted
      Stock Awards ($)
            Securities
      Underlying Options/SAR (#)
            LTIP
      Payouts ($)
            All
      Other Compensation ($)CEO
            2003
            -
            -
            -
            -
            -
            -
            -Total:
            -
            -
            -
            -
            -
            -
            -
            -Directors
      as a Group
            -
            -
            -
            -
            -
            -
            -
            -




Options/SAR
Grants in the Last Fiscal Year: N/A





Employment Agreements
:




None





Chief Executives Officer’s
compensation :




D uring
fiscal year 2003, Dr. John Todd did not draw a salary nor did the Company accrue
a salary for any obligation.





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 11. 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, 2003 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 (1)
            Percent
      of ClassDr.
      John Todd
            2,040,000
            8.2%Dr.
      Jean-Marie Dupuy
            0
            0%




(1)
    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 12.
Certain Relationships and Related Transactions





N/A





Item 13.
Exhibits and Reports on Form 8-K





(a)
Exhibits.





*3.1
    Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10SB/A filed on July 24, 2001 and incorporated
herein by reference.





*3.2
    By-Laws filed as an exhibit to the Company's registration
statement on Form 10SB/A filed on July 24, 2001 and incorporated herein by
reference.





*
Previously filed





· A Form 8-K was
filed by the Company during August 27, 2001, disclosing a 1:75 forward split of
the Company's common shares.





· On July 5, 2003
(SEC Film Number 03769335), the Company disclosed that it had withdrawn its
14(c) Information Statement with the SEC and that it was however committed to
the effect of the transaction with BioKinetix.





· On July 7, 2003
(SEC Film Number 03777407), the Company disclosed that it had rescinded its
merger agreement with BioKinetix, and that it had instead executed an assignment
of license agreement in order to effect the principles of the previously
executed BioKinetix-RJV Merger Agreement. In this disclosure, the company
additionally disclosed that its entire board of directors had resigned and that
a new board had been installed for a one year term.





· On August 21, 2003
(SEC Film Number 03859209), the Company filed a Form 8-K that disclosed that the
articles of incorporation had been amended and that the name of the Company had
changed to ProtoKinetix, Incorporated.





Item 14.
Controls and Procedures




A.  
  Evaluation of
disclosure controls and procedure .




Under the
supervision and with the participation of our management, currently consisting
of Dr. John Todd, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the filing
date of this quarterly report, and based on their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company’s periodic SEC filings. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.




Disclosure
controls and procedures are the controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
















SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




PROTOKINETIX,
      INC.
              [Graphic]
              (Registrant)Date:  May
      1, 2008
            
            
            
            By:
            
            /s/ Ross SeniorRoss
      SeniorPresident,
      CEO and CFO(Principal
      Accounting Officer)