**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**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, 2005**





[]
                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: **0-32917**





**PROTOKINETIX,
      INC.**


**Formerly
      known as RJV Networks, Inc.**


(Name
      of
      small business issuer as specified in its charter)





**Nevada**
            **94-3355026**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**Suite
                1500-885 West Georgia Street**
              **Vancouver,
                British Columbia Canada V6C 3E8**
              **________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




Registrant’s
      telephone number, including area code:  **(604)
      687-9887**


Securities
      registered pursuant to Section 12(b) of the Act:  **None**


Securities
      registered pursuant to Section 12(g) of the Act:  **$.001
      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
      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-KSB or any amendment
      to
      this Form 10-KSB. [ ]





The
      issuer’s revenues for the most recent fiscal year were USD $2,000





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $20,954,192 based upon the
      closing price of our common stock which was $0.66 on April 12, 2006. Shares
      of
      common stock held by each officer and director and by each person or group
      who
      owns 10% or more of the outstanding common stock amounting to 7,918,780 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
      April 12, 2006, there were 39,667,556 shares of our common stock were issued
      and
      outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.





**Introduction:
      This Form 10-KSB/A for the year ended December 31, 2005 is being filed in order
      to amend incorrect financial statements in the original filing on Form 10-KSB
      for the year ended December 31, 2005.**





























**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.













TABLE
      OF
      CONTENTS


FORM
      10-KSB ANNUAL REPORT


_________________________





PROTOKINETIX,
      INC.





Section
            Heading
            PagePart
                IItem
                1
            Description
                of Business
            5Item
                2
            Description
                of Property
            10Item
                3
            Legal
                Proceedings
            10Item
                4
            Submission
                of Matters to a Vote of Security Holders
            10Part
                IIItem
                5
            Market
                for the Registrant's Common Equity and Related Stockholder
                Matters
            11Item
                6
            Management's
                Discussion and Analysis of Financial Condition and Results of Operations
                or Plan of Operation
            16Item
                6A
            Quantitative
                and Qualitative Disclosures About Market Risk
            22Item
                7
            Financial
                Statements
            22Item
                8
            Changes
                in and Disagreements on Accounting and Financial
                Disclosure
            22Item
                8A
            Controls
                and Procedures
            22Item
                8B
            Other
                Information
            22Part
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance with
                Section
                16(a) of the Exchange Act
            23Item
                10
            Executive
                Compensation
            24Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            25Item
                12
            Certain
                Relationships and Related Transactions
            25Part
                IVItem
                13
            Exhibits
                and Reports on Form 8-K
            25Item
                14
            Principal
                Accountant Fees and Services
            26Certifications
                and Signatures
            27













**PART
      I**





**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**





*Important
      Disclosures and Disclaimers* .





*Please
      note that ProtoKinetix, Inc. (the "Company") is a development stage company
      that
      has not yet sold or marketed any products. The Company had $2,000 in revenues
      for the year ended December 31, 2005.*





*It
      is
      important to understand that although the Company (as is discussed below) is
      focused on various promising scientific efforts, to date, there has not been
      a
      commercial product developed by the Company. The Company continues to conduct
      research; however, the ultimate commercialization of a viable product may never
      occur. Further, even if a product is developed, the desired results for which
      it
      was originally intended may not be achieved.*





**General**





ProtoKinetix
      is a biotechnical company headquartered in Vancouver, British Columbia that
      owns
      the world-wide rights to a family of synthetic anti-freeze glycoproteins
      (trademarked by the Company as AAGPTM). The Company is dedicated to the
      commercial development of AAGPTM for use in human and veterinary medicine, food
      additives and supplements, and the biotechnology and cosmetic industry.
      ProtoKinetix is making rapid and meaningful progress in this domain by
      coordinating a team of world recognized intellectual talent in a networked
      environment. This team has been able to use previously published research on
      native antifreeze proteins and antifreeze glycoproteins as a guide to the
      expansion and development of markets for this valuable family of
      molecules.





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, although the Company has engaged the
      prestigious patent law firm of Cabinet-Moutard of Versaille, France, to file
      a
      number of international patent applications (consistent with our agreements
      with
      the licensors of various technologies we license), the Company itself has no
      finished commercial product or products, and has received no final patents
      awards or FDA approvals for any product or diagnostic procedures.





The
      Company currently has no full time employees. The Company operates with a
      skeletal management team headed by John Todd, M.D. In addition to Dr. Todd,
      the
      Company receives advice and counsel from its Scientific Advisory Board. A short
      biography of Dr. Todd may be found within this Form 10-KSB, and the biographies
      of other members of the ProtoKinetix Scientific Advisory Board may be found
      within the "About Us" section of the Company's website located at
      www.protokinetix.com.





The
      Company is focused on the research and development of one primary compound which
      it has filed a trademark application for. This compound is called AFGP.





**AFGP
      Project**





The
      Company has undertaken is to develop and test synthetic antifreeze glycoproteins
      (AFGP).





ProtoKinetix
      has entered into agreements to acquire the exclusive right to develop products
      derived from patent pending technologies related to synthetic AFGPs. The
      ProtoKinetix intellectual property rights were developed by Dr. Jean-Charles
      Quirion.





**Intellectual
      Property**





As
      of the
      date of this report, although the Company's development agents, including the
      parties the Company has licensed AFGP technologies from, have applied to receive
      patents for technologies ProtoKinetix has licensed and continues to primarily
      base it's research efforts on, *no* patents
      have been issued by a governmental or quasi-governmental agency. The references
      of applications that the Company has filed to date are PCT/IB2005/003940, filed
      on December 2, 2005 under the priority of the French patent application FR
      0412782 which was filed on December 2, 2004.





Subject
      to our available financial resources, our intellectual property strategy is:
      (1)
      to pursue licenses, trade secrets, and know-how within the Company's 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**





We
      believe that even if the Company's intellectual property position is ultimately
      diminished as a result of our development agents and licensors to receive patent
      protection for the licenses ProtoKinetix has contracted to access, we have
      developed a substantial body of trade secrets and know-how relating to the
      development of AAGPTM, including but not limited to the optimization of materials
      for efforts, and how to maximize sensitivity, speed-to-result, specificity,
      stability and reproducibility.





**Competition**





The
      markets that the Company is attempting to enter are multi-billion dollar
      international industries. They are intensely competitive. Many of our
      competitors (from every perspective) 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.





We
      believe our scientific and technological capabilities are significant. Some
      of
      the results of our research are available at our website located at
      www.protokinetix.com.





Our
      ability to develop our research is in large measure dependent on our having
      additional resources and/or collaborative relationships, particularly where
      we
      can have our product development efforts funded on a project or milestone basis.
      We believe that our know-how with our AFGP project, in spite of not yet
      receiving any patent protected rights, has been instrumental in our obtaining
      the collaborations we have developed.





Although
      there is no such immediate need to make any regulatory filing in the United
      States or abroad, one should know that we have limited experience with regard
      to
      obtaining FDA or other required regulatory approvals, and no experience with
      obtaining pre-marketing approval of a biologic product. (See "Governmental
      Regulation" for definition of pre-marketing approval.) For this reason, should
      our research efforts continue to show promise, we will likely need to hire
      consultants to assist the Company with such governmental regulations.





Our
      access to capital is more challenging, relative to most of our competitors.
      This
      is a competitive disadvantage. We believe however that our access to capital
      may
      increase as we get closer to the development of a commercially viable
      product.





To
      date,
      we believe our research has enabled us to attract and retain qualified
      consultants. Because of the greater financial resources of many of our
      competitors, we 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.





As
      is
      discussed above, with respect to the availability of patent protection, we
      do
      not have our own portfolio of patents or the financial resources to develop
      and/or acquire a portfolio of patents similar to those of our larger
      competitors. We have been able to obtain access to patent-pending technology
      by
      entering into licensing arrangements. However, there can be no certainty that
      any of the patent-pending technologies we have licensed will ever receive final
      approval by any patent office.





**Abandonment
      of the RECAF Project**





The
      Company has completed its evaluation of the existence on the RECAF receptor
      site. Validation trials were set up in order to determine the specificity of
      the
      RECAF receptor site with a view towards developing a therapeutic antibody to
      destroy the cancer target the super antibody binds to. These trials failed
      to
      provide the Company with the specificity required necessary to fund the
      development of a therapeutic hunter killer antibody. The Company continues
      to
      own the rights to both the Super Anti-Body and the catalytic antibody platform
      technologies. The Company will continue to search for a receptor site that
      exists only on cancer cells, as well as one that is patentable.





The
      Company is not currently directing significant resources towards the RECAF
      Antibody Project





**Governmental
      Regulation**





As
      was
      discussed above, the Company currently has no commercially viable products.
      The
      below discussion relates to factors that may come into play ***when
      and if*** the
      Company has a commercially viable product.





All
      of
      the Company’s research relates to products that are 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 Company 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 AAGPTM products may be regulated as medical devices and/or
      biologics. There are two review procedures by which medical devices can receive
      FDA clearance or approval. Some products may qualify for clearance under Section
      510(k) of the Federal Food, Drug and Cosmetic Act, in which the manufacturer
      provides a pre-market notification that it intends to begin marketing the
      product, and shows that the product is substantially equivalent to another
      legally marketed product (i.e., that it has the same intended use and is as
      safe
      and effective as a legally marketed device and does not raise different
      questions of safety and effectiveness). In some cases, the submission must
      include data from human clinical studies. Marketing may commence when the FDA
      issues a clearance letter finding such substantial equivalence. An applicant
      must submit a 510(k) application at least 90 days before marketing of the
      affected product commences. Although FDA clearance may be granted within that
      90-day period, in some cases as much as a year or more may be required before
      clearance is obtained, if at all.





If
      the
      medical device does not qualify for the 510(k) procedure (either because it
      is
      not substantially equivalent to a legally marketed device or because it is
      required by statute and the FDA’s implementing regulations to have an approved
      application), the FDA must approve a pre-market approval application before
      marketing can begin. Pre-market approvals must demonstrate, among other matters,
      that the medical device provides a reasonable assurance of safety and
      effectiveness. A pre-market approval is typically a complex submission,
      including the results of preclinical and clinical studies. Preparing a
      pre-market approval is a detailed and time-consuming process. Once a pre-market
      approval has been submitted, the FDA is required to review the submission within
      a statutory period of time. However, the FDA’s review may, and often is, much
      longer, often requiring one year or more, and may include requests for
      additional data.





Biologic
      products must be the subject of an approved biologics license application before
      they can be marketed. The FDA approval process for a biologic product is similar
      to the pre-market approval process, involving a demonstration of the product’s
      safety and effectiveness based in part on both preclinical and clinical studies.





The
      Company's ***proposed*** AAGPTM
products may be considered by FDA to be a biologic and will therefore be
      submitted to the biologics division of FDA, the Center for Biologics Evaluation
      and Research.





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, and 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.





In
      addition, the FDA regulates the export of medical devices that have not been
      approved for marketing in the United States. The Federal Food, Drug and Cosmetic
      Act contains general requirements for any medical device that may not be sold
      in
      the United States and is intended for export. Specifically, a medical device
      intended for export is not deemed to be adulterated or misbranded if the
      product: (1) accords to the specifications of the foreign purchaser; (2) is
      not
      in conflict with the laws of the county to which it is intended for export;
      (3)
      is labeled on the outside of the shipping package that it is intended for
      export; and (4) is not sold or offered for sale in the United States. Some
      medical devices face additional statutory requirements before they can be
      exported. If an unapproved device does not comply with an applicable performance
      standard or premarket approval requirement, is exempt from either such
      requirement because it is an investigational device, or is a banned device,
      the
      device may be deemed to be adulterated or misbranded unless the FDA has
      determined that exportation of the device is not contrary to the public health
      and safety and has the approval of the country to which it is intended for
      export. However, the Federal Food, Drug and Cosmetic Act does permit the export
      of devices to any country in the world, if the device complies with the laws
      of
      the importing country and has valid marketing authorization in one of several
      "listed" countries under the theory that these listed countries have
      sophisticated mechanisms for the review of medical devices for safety and
      effectiveness.





ProtoKinetix
      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,
      we have not encountered any costs relating to compliance with any environmental
      laws.





**ITEM
      2.**  **DESCRIPTION
      OF 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 2005.








**PART
      II**





**ITEM
      5.**  **MARKET
      FOR THE REGISTRANT'S COMMON EQUITY AND**  **RELATED
      STOCKHOLDER MATTERS**





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.





**2004**
            **Low**
            **High**As
                of March 31, 2004
            $.47
            .55As
                of June 30, 2004
            .90
            .98As
                of September 30, 2004
            .54
            .62As
                of December 31, 2004
            .60
            .70**2005**
            **Low**
            **High**As
                of March 31, 2005
            $.45
            $.55As
                of June 30, 2005
            .87
            .94As
                of September 30, 2005
            .52
            .58As
                of December 31, 2005
            .60
            .63







**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.




Currently
      under Nevada law, a dividend may not be made by a corporation if, after giving
      it effect:




·
            the
                corporation would not be able to pay its debts as they become due
                in the
                usual course of business; or


·
            except
                as otherwise specifically allowed by the corporation’s articles of
                incorporation, the corporation’s total assets would be less than the sum
                of its total liabilities plus the amount that would be needed, if
                the
                corporation were to be dissolved at the time of distribution, to
                satisfy
                the preferential rights upon dissolution of stockholders whose
                preferential rights are superior to those receiving the
                distribution.




**Holders**





As
      of
      April 12, 2006, there were approximately 76 shareholders of record of the
      company's Common Stock.





As
      of
      April 12, 2006, the Company had 39,667,556 shares issued and outstanding. During
      the year ended December 31, 2005, the Company issued 12,507,991 new common
      shares. From January 1, 2006 through April 12, 2006 the Company issued 166,359
      common shares.





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





The
      previously filed Form 10-QSBs outline transactions related to new issuances
      for
      the first, second and third calendar quarters of 2005. Below is a table showing
      the number of newly issued shares by quarter:








**Period**
            **Number
                of Newly Issued Common Shares**First
                Quarter
            2,000,000Second
                Quarter
            7,428,922Third
                Quarter
            147,344Fourth
                Quarter
            2,931,725**Total**
            **12,507,991**








There
      have been no sales of unregistered securities during calendar 2005 which would
      be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for
      the following:





On
      March
      8, 2005 the Company issued a total of 2,000,000 common shares that
      were
      previously issueable, pursuant
      to a consulting licensing 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
      April
      4, 2005 the Company issued a total of 3,050,000 common shares pursuant
      to ,
      of the exercise
      of prior issued Warrants. 3,450,000
      issueable common shares represented by the issuance of 2,050,000 shares of
      common stock for warrants exercised and the issuance of 1,400,000 shares of
      common stock for stock subscriptions received. These
      issuances were considered exempt transactions under Section 4(2) of the
      Securities Act of 1933, as amended.





On
      April
      5, 2005 the Company issued a total of 285,832 common shares to Thunderbird
      Global Corporation in consideration of the conversion of $85,749.60 of the
      outstanding debentures Thunderbird Global Corporation holds. These issuances
      were considered exempt transactions under Section 4(2) of the Securities Act
      of
      1933, as amended.





On
      April
      30, 2005, the Company issued a total of 30,000 common shares pursuant to a
      due
      diligence fee 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 9,
      2005 the Company issued a total of 353,090 common shares to Thunderbird Global
      Corporation in consideration of the conversion of $105,927 of the outstanding
      debentures Thunderbird Global Corporation holds. These issuances were considered
      exempt transactions under Section 4(2) of the Securities Act of 1933, as
      amended.





On
      May
      10, 2005 the Company issued a total of 1,150,000 common shares pursuant to
      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
      11, 2005 the Company issued a total of 1,200,000 common shares pursuant to
      a
      consulting agreement with Sedona West Investment Group, Inc. 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. The Company has cancelled these shares and is in the process of filing
      a complaint and a request for an order from a state court in Nevada against
      Sedona in order to have these shares returned to the Company treasury.





On
      May
      20, 2005 the Company issued a total of 300 ,000
      common shares pursuant to the
      exercise of outstanding options. These issuances were considered exempt
      transactions under Section 4(2) of the Securities Act of 1933, as
      amended.





On
      June
      23, 2005 the Company issued a total
      of
      810,000 common shares of which 775,000 were pursuant to consulting
      agreement . s,
      725,000 of which were payable on May 10, 2005. The remaining 35,000 common
      shares were issued pursuant to the exercise of outstanding options. 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
      10, 2005 the Company issued a total of 36,233 common shares pursuant to 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
      25, 2005 the Company issued a total of 111,111 common shares pursuant to 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
      November 7, 2005 the Company issued a total of 1,000,000 common shares pursuant
      to a prior executed contract for AFGP
      License .
      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
      November 15, 2005 the Company issued a total of 311,725 common shares pursuant
      to 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 2, 2005 the Company issued a total of 400,000 common shares ,
      of the
      3,450,000 common shares which were issueable on April 4, 2005, pursuant
      to a
      consulting agreement. the
      exercise of prior issued Warrants. 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 23 2005 the Company issued a total of 1,220,000 common shares pursuant
      to 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.





There
      have been no sales of unregistered securities during calendar 2006 which would
      be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for
      the following:





On
      February 22, 2006 the company issued a total of 166,359 common shares pursuant
      to three 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.





**Warrants**





On
      November 21, 2005, in lieu of payment for advisory services rendered to the
      Company, the Company issued the following parties warrants to purchase common
      shares of the Company's stock:





No.
                of shares
            
            Exercise
              Price
            
            Date
              Exercised
            
            Date
                ExpiredMurdock
                Capital Partners
            
            100,000
            
            0.60
            
            Not
                Exercised(1)
            
            11/21/06Murdock
                Capital Partners
            
            100,000
            
            0.58
            
            Not
                Exercised(2)
            
            11/21/06Total
            
            200,000





(1)  As
      of
      April 12, 2006 these warrants have not been exercised.


(2)  As
      of
      April 12, 2006 these warrants have not been exercised .




**Disclosure
      Related to Form S-8 Issuances**





Prior
      to
      issuing any common shares under Form S-8, the Company requests and receives
      an
      executed verification from all issuees stating that the issuee is a natural
      person and that: (a) the shares being issued are not being provided to create
      or
      sustain a market for the Company's securities, and (b) that the shares are
      not
      being issued as a part of a capital raising transaction. All consultants to
      the
      Company are required to provide work product as a part of and condition to
      their
      relationship with the Company. Consultant work product is delivered in
      accordance with the terms and conditions of each respective Consultants'
      agreement.








**ITEM
      6.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF**     **OPERATION**





This
      discussion and analysis should be read in conjunction with the accompanying
      Consolidated Financial Statements and related notes. Our discussion and analysis
      of our financial condition and results of operations are based upon our
      consolidated 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 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. The accounting treatment of a particular transaction is specifically
      dictated by accounting principles, generally accepted in the United States
      of
      America, with no need for management’s judgment in their application. There are
      also areas in which management’s judgment in selecting any viable alternative
      would not produce a materially different result. See our audited financial
      statements and notes thereto which contain accounting policies and other
      disclosures required by accounting principles, generally accepted in the United
      States of America.





**Overview**





ProtoKinetix
      is a biotechnical company headquartered in Vancouver, British Columbia that
      owns
      the world-wide rights to a family of synthetic anti-freeze glycoproteins
      (trademarked by the Company as AAGPTM). The Company is dedicated to the
      commercial development of AAGPTM for use in human and veterinary medicine, food
      additives and supplements, and the biotechnology and cosmetic industry.
      ProtoKinetix is making rapid and meaningful progress in this domain by
      coordinating a team of world recognized intellectual talent in a networked
      environment. This team has been able to use previously published research on
      native antifreeze proteins and antifreeze glycoproteins as a guide to the
      expansion and development of markets for this valuable family of
      molecules.





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, although the Company has engaged the
      prestigious patent law firm of Cabinet-Moutard of Versaille, France, to file
      a
      number of international patent applications (consistent with our agreements
      with
      the licensors of various technologies we license), the Company itself has no
      finished commercial product or products, and has received no final patents
      awards or FDA approvals for any product or diagnostic procedures.





The
      Company currently has no full time employees. The Company operates with a
      skeletal management team headed by John Todd, M.D. In addition to Dr. Todd,
      the
      Company receives advice and counsel from its Scientific Advisory Board. A short
      biography of Dr. Todd may be found within this Form 10-KSB, and the biographies
      of other members of the ProtoKinetix Scientific Advisory Board may be found
      within the "About Us" section of the Company's website located at
      www.protokinetix.com.





The
      Company is focused on the research and development of one primary compound
      which
      it has filed a trademark application for. This compound is called AFGP.





**Project**





The
      Company has undertaken is to develop and test synthetic antifreeze glycoproteins
      (AFGP).





ProtoKinetix
      has entered into agreements to acquire the exclusive right to develop products
      derived from patent pending technologies related to synthetic AFGPs. The
      ProtoKinetix intellectual property rights were developed by Dr. Jean-Charles
      Quirion.





**Intellectual
      Property**





As
      of the
      date of this report, although the Company's development agents, including the
      parties the Company has licensed AFGP technologies from, have applied to receive
      patents for technologies ProtoKinetix has licensed and continues to primarily
      base it's research efforts on, *no* patents
      have issued by a governmental or quasi-governmental agency. The references
      of
      applications that the Company has filed to date are PCT/IB2005/003940, filed
      on
      December 2, 2005 under the priority of the French patent application FR 0412782
      which was filed on December 2, 2004.





Subject
      to our available financial resources, our intellectual property strategy is:
      (1)
      to pursue licenses, trade secrets, and know-how within the Company's 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**





We
      believe that even if the Company's intellectual property position is ultimately
      diminished as a result of our development agents and licensors to receive patent
      protection for the licenses ProtoKinetix has contracted to access, we have
      developed a substantial body of trade secrets and know-how relating to the
      development of AAGPTM, including but not limited to the optimization of materials
      for efforts, and how to maximize sensitivity, speed-to-result, specificity,
      stability and reproducibility.





**Competition**





The
      markets that the Company is attempted to enter are multi-billion dollar
      international industries. They are intensely competitive. Many of our
      competitors (from every perspective) 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.





We
      believe our scientific and technological capabilities are significant. Some
      of
      the results of our research are available at our website located at
      www.protokinetix.com.





Our
      ability to develop our research is in large measure dependent on our having
      additional resources and/or collaborative relationships, particularly where
      we
      can have our product development efforts funded on a project or milestone basis.
      We believe that our know-how with our AFGP project, in spite of not yet
      receiving any patent protected rights, has been instrumental in our obtaining
      the collaborations we have developed.





Although
      there is no such immediate need to make any regulatory filing in the United
      States or abroad, one should know that we have limited experience with regard
      to
      obtaining FDA or other required regulatory approvals, and no experience with
      obtaining pre-marketing approval of a biologic product. (See "Governmental
      Regulation" for definition of pre-marketing approval.) For this reason, should
      our research efforts continue to show promise, we will likely need to hire
      consultants to assist the Company with such governmental regulations.





Our
      access to capital is more challenging, relative to most of our competitors.
      This
      is a competitive disadvantage. We believe however that our access to capital
      may
      increase as we get closer to the development of a commercially viable
      product.





To
      date,
      we believe our research has enabled us to attract and retain qualified
      consultants. Because of the greater financial resources of many of our
      competitors, we 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.





As
      is
      discussed above, with respect to the availability of patent protection, we
      do
      not have our own portfolio of patents or the financial resources to develop
      and/or acquire a portfolio of patents similar to those of our larger
      competitors. We have been able to obtain access to patent-pending technology
      by
      entering into licensing arrangements. However, there can be no certainty that
      any of the patent-pending technologies we have licensed will ever receive final
      approval by any patent office.





**AFGP
      Project**





The
      second project that the Company has undertaken is to develop and test synthetic
      antifreeze proteins (AFP) and antifreeze glycoproteins (AFGP).





ProtoKinetix
      has entered into agreements to acquire the exclusive right to develop products
      derived from patent pending technologies related to synthetic AFGPs. The
      ProtoKinetix intellectual property rights were developed by Dr. Jean-Charles
      Quirion.





As
      of the
      date of this report, although the Company's development agents, including the
      parties the Company has licensed AFGP technologies from, have applied to receive
      patents for technologies ProtoKinetix has licensed and continues to primarily
      base it's research efforts on, *no* patents
      have issued by a governmental or quasi-governmental agency.





*Below
      is a further discussion of the Company's AFGP Project* :





One
      of
      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. Over the years, 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.





A
      review
      of the scientific literature will confirm that there has been a great deal
      of
      interest around the world in these natural antifreeze glycoproteins which are
      able to protect a great many creatures which are subjected to freezing
      temperatures. A further review will also confirm that the natural antifreeze
      is
      able to preserve mammalian cells tissue and organs. The metabolic rate in living
      cells is reduced as the temperature is lowered. Keeping cells and tissue at
      a
      low temperature enables their preservation for a longer time than cells can
      be
      preserved for at a higher temperature. Yet, when cells are exposed to sub zero
      temperatures, they are destroyed by the formation of ice crystals which disrupts
      the cell membrane.





Scientists
      have conducted many experiments in which they extracted naturally occurring
      AFGP
      from a variety of fish and then used these naturally occurring antifreeze
      glycoproteins to reduce the temperature at which ice crystals are formed. It
      has
      been determined in experiments by many scientists that mammalian cells in a
      solution containing natural AFGP could be successfully preserved at temperatures
      several degrees below zero C (see attached). At this temperature the metabolic
      rate of the cells is very low, and these cells can be preserved for a longer
      period of time at sub zero temperatures as long as the cells are not destroyed
      by the formation of ice crystals. However, until today, applications of AFGP
      were limited since researchers were unable to produce sufficient quantities
      or
      stable enough copies of these antifreeze glycoproteins for commercial
      applications, and the use of naturally occurring compounds extracted from fish
      is too labour and cost-intensive to be practical.





Researchers,
      headed by Dr. Jean Charles Quirion in Rouen, France have developed an innovative
      and patented chemical synthesis protocol for manufacturing and stabilizing
      AFGP
      molecules using a chemical bond that protects these compounds from degradation
      by naturally occurring enzymes. Dr. Quirion and his team have produced several
      synthetic antifreeze glycoproteins and have the ability to produce many more
      different types of these molecules. The synthetic AFGP which has been made
      has
      been tested and we were able to show:





·
            The
                molecules are stable down to a pH of
                1.8


·
            There
                is no toxicity demonstrated in 2 separate
                trials


·
            The
                molecules tested have shown that they reduce the freezing point to
                minus
                18 degrees celcius


·
            We
                have been able to preserve red cells at temperatures below zero Celcius
                using 1 mg per ml of the synthetic
                antifreeze





Current
      research is being conducted to confirm the efficacy of these chemically
      synthesized new molecules and applications are being sought for the use of
      the
      synthetic AFGP to prolong the shelf-life of human blood and blood products
      as
      well as for other cell types, live vaccines, tissue and organs. The market
      for
      the preservation of blood and blood products is very large, as is the market
      for
      the preservation of human and animal cells for research purposes. The subzero
      cryopreservation of organs using our synthetic AFGP will be a major milestone
      in
      transplantation medicine





ProtoKinetix
      will continue to conduct research on the synthetic AFGP which are being
      manufactured. This work will be conducted by government agencies as well as
      by
      contract with private laboratory facilities.





**Expenses**





Expenses
      in 2005 arose primarily from professional and consulting fees. Our
      expenses in 2005 were $ 4,828,540 which
      consisted of $ 333 , 186 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. We also incurred
      professional consulting fees of $ 3,915,676 .
      These
      professional consulting services related to marketing, product and market
      research and development and investment banking services including financing,
      capitalization and merger opportunities .





**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
      2006.





**Sales
      and Marketing**





The
      Company is currently not selling or marketing any products.





**Liquidity
      and Capital Resources**





At
      December 31, 2005, we had $96,571 in cash and $109,310 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, 2005.





**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, 2005**





We
      had
      $2,000 in net revenues.





We
      had a
      $4,826,540 loss from operations for 2005.





Operating
      expenses were $4,828,540 in 2005. These expenses were primarily incurred for
      professional fees, consulting services related to the operations of the
      Company's business, specifically, research and development related expenses,
      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**





The
      Consolidated Financial Statements and schedules that constitute Item 7 are
      attached at the end of this Annual Report on Form 10-KSB on the "F"
      pages.





**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS**  **ON**  **ACCOUNTING
      AND FINANCIAL DISCLOSURE**





Not
      applicable.





**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES**




As
      of the
      end of the period covered by this report, the Company conducted an evaluation
      under Under
      the
      supervision and with the participation of the
      principal executive officer our
      Chief
      Executive Officer and principal
      financial officer, of the Company’s Chief
      Financial Officer, we have evaluated the effectiveness of the design and
      operation of our disclosure controls and procedures ( as defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
      (the
      "Exchange Act")). Based of
      the
      end of the period covered by this annual report, and based on this
      evaluation, the principal executive officer and principal financial
      officer their
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that the
      Company’s these
      disclosure controls and procedures are effective in timely alerting them to ensure
      that material
      information relating to the Company required to be disclosed
      by the Company included
      in reports
      that it files or submits under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. There was no change in the Company’s
      internal controls over financial reporting during the Company’s most recently
      completed fiscal quarter that has materially affected, or is reasonably likely
      to materially affect, the Company’s internal control over financial
      reporting the
      Company’s periodic SEC filings. There were no significant changes in our
      internal control over financial reporting that could significantly affect this
      control since our last fiscal quarter.




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.





**ITEM
      8B.**  **OTHER
      INFORMATION**





Not
      applicable.





**PART
      III**





**ITEM
      9.**  **DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND**  **CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16(A) OF**  **THE
      EXCHANGE ACT**





As
      of
      April 12, 2006, the Company's current officers and directors consist of the
      following persons:





**Name**
            **Age**
            **Office**
            **Since**Dr.
                John Todd
            61
            Chairman
                of the Board, President, CEO and CFO
            InceptionMr.
                C. Fred Whittaker
            63
            Director
            2005





Dr.
      John Todd





Dr.
      John
      Todd has held the position of Chairman and President of ProtoKinetix, Inc since
      July 2003. From 1999 to 2003 Dr. Todd was a visiting consultant at the BC
      Women's Hospital. Dr. Todd received his Doctor of Medicine from the University
      of Calgary in 1974.





C.
      Fred Whittaker





Mr.
      C.
      Fred Whittaker was elected to our Board of Directors in 2005. 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 & Associates,
      a regional accounting firm which he founded located in 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.





**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, 2005, 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. The Company plans to
      establish an audit committee during the third quarter of the current fiscal
      year.




**ITEM
      10.**  **EXECUTIVE
      COMPENSATION**





The
      following table summarizes the annual compensation paid to ProtoKinetix’s named
      executive officers for the two years ended December 31, 2005, and
      2004:





**Annual
                Compensation**
            
            **Long-Term
                Compensation****Common
                Shares****Underlying**
            
            **All****Restricted**
            
            **Options**
            
            **Other****Other
                Annual**
            
            **Stock**
            
            **Granted**
            
            **Compen****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Awards
                ($)**
            
            **(#
                Shares)**
            
            **-sation**Dr.
                John Todd
            
            2005
            
            $0
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*President,
                Chief*
            
            2004
            
            0
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Executive
                Officer**and
                Director*Mr.
                C. Fred Whittaker
            
            2005
            
            $0
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director*
            
            2004
            
            0
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*And
                Director*





**Options/SAR
      Grants in the Last Fiscal Year**





N/A





**Employment
      Agreements**





None





**Chief
      Executives Officer’s compensation**





During
      fiscal year 2005, 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, 2005 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**Dr.
                John Todd(2)
            3,130,000(1)
            .076%Mr.
                C. Fred Whittaker(3)
            120,000
            .002%Centrum
                Bank AG(4)
            4,668,780
            .113%**TOTAL**
            7,918,780
            .193%







(1)  This
      amount includes 400,000 shares beneficially owned J.D. Todd Medical
      Inc .




(2)  The
      address is 1500-885 Georgia Street, Vancouver, BC V6C 3E8 Canada




(3)  The
      address is 1500-885 Georgia Street, Vancouver, BC V6C 3E8 Canada




(4)  The
      address is Kirchstrasse 3, 9490 Vaduz Liechtenstein




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.i  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.





3.1.ii  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.





14.1  ProtoKinetix,
      Inc. Code of Ethics attached.





23.1  Consent
      of Experts and Counsel attached.





31.1  Rule
      13a-12(a)/15d-14(a) Certifications attached.





32.1  Section
      1350 Certifications attached.







Exhibit
                #
            
            Description3.1(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 (Attached)23.1
            
            Consent
                of Experts (Attached)31.1
            
            Rule
                13a-12(a)/15d-14(a) Certification (Attached).32.1
            
            Section
                1350 Certification attached.







**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**





For
      the
      years ended December 31, 2005 and December 31, 2004, Peterson Sullivan PLLC,
      the
      Company’s principal accountants, billed the Company $30,292 and $27,403,
      respectively, for fees for the audit of the Company’s annual financial
      statements and review of financial statements included in the Company’s Forms
      10-QSB.





**Audit-Related
      Fees**





For
      the
      years ended December 31, 2005 and December 31, 2004, Peterson Sullivan PLLC
      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, 2005 and December 31, 2004, Peterson Sullivan PLLC
      did
      not bill for professional services for tax compliance, tax advice, and tax
      planning.





**All
      Other Fees**





For
      the
      years ended December 31, 2005 and December 31, 2004, Peterson Sullivan PLLC
      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.





**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.

















**SIGNATURES**




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






**PROTOKINETIX,
                  INC.**Date:  April
                  17, 2007
              
              By:
              
              /s/
                  Dr. John ToddDr.
                  John Todd*President,
                  CEO and CFO*













In
      accordance with the requirements of the Exchange Act, this report has been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.







Signatures
            Title
            Date/s/Dr.
                John Todd
              Dr.
                John Todd
            Chief
                Executive Officer, President, Chief Financial Officer and Chairman
                Of The
                Board
            April
                17, 2007















































































































**PROTOKINETIX,
                INCORPORATED**
              **(A
                Development Stage Company)**
              
              
              FINANCIAL
                REPORT
              
              
              DECEMBER
                31, 2005























**C
      O N T E N T S**














**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




**FINANCIAL
      STATEMENTS**






BALANCE
      SHEET




STATEMENTS
      OF OPERATIONS




STATEMENTS
      OF STOCKHOLDERS' EQUITY




STATEMENTS
      OF CASH FLOWS




NOTES
      TO
      FINANCIAL STATEMENTS






















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Shareholders


Protokinetix,
      Incorporated











We
      have
      audited the accompanying balance sheet of Protokinetix, Incorporated (a
      development stage company) as of December 31, 2005, and the related
      statements of operations, stockholders' equity, and cash flows for the years
      ended December 31, 2005 and 2004, and for the period from December 23, 1999
      (date of inception) through December 31, 2005. These financial statements
      are the responsibility of the Company's management. Our responsibility is to
      express an opinion on these financial statements based on our
      audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement. The Company has determined that
      it
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company's internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall financial statement presentation. We believe that
      our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Protokinetix, Incorporated (a
      development stage company) as of December 31, 2005, and the results of its
      operations and its cash flows for the years ended December 31, 2005 and
      2004, and for the period from December 23, 1999 (date of inception) through
      December 31, 2005, in conformity with accounting principles generally
      accepted in the United States.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has not generated revenues or positive cash flows from operations
      and has an accumulated deficit at December 31, 2005. These conditions raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plan regarding those matters is also described in Note 1. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





As
      discussed in Note 2, the accompanying financial statements as of December 31,
      2005, and for the years ended December 31, 2005 and 2004, and for the period
      from December 23, 1999 (date of inception) through December 31, 2005, have
      been
      restated.








/ S/
      PETERSON SULLIVAN PLLC








March
      27,
      2006, except as it relates to the restatement described in Note 2, for which
      the
      date is April 11, 2007


Seattle,
      Washington











**PROTOKINETIX** **,
      INCORPORATED**


(A
      Development Stage Company)




***BALANCE
      SHEET***




December
      31, 2005


(Restated)


ASSETSCurrent
                AssetCash
            
            
            
            $
                96,571Accounts
                receivable
            
            6,539Prepaid
                expenses
            
            6,200Total
                current assets
            
            109,310Computer
                Equipment, net
            
            2,461$
                111,771LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesDue
                to outside management consultants
            
            $
                306,892Accounts
                payable
            
            31,087Accrued
                interest
            
            36,294Total
                current liabilities
            
            374,273Convertible
                Note Payable
            
            123,323Total
                liabilities
            
            497,596Stockholders'
                EquityCommon
                stock, $.0000053 par value; 100,000,000 commonshares
                authorized; 40,801,197 shares issued and outstanding
            
            220Common
                stock issuable; 608,375 shares
            
            6Additional
                paid-in capital
            
            14,503,079Deficit
                accumulated during the development stage
            
            (14,889,130)(385,825)$
                111,771*See
                Notes to Financial Statements*







**PROTOKINETIX** **,
      INCORPORATED**


(A
      Development Stage Company)




***STATEMENTS
      OF OPERATIONS***




For
      the
      Years Ended December 31, 2005 and 2004, and for the


Period
      from December 23, 1999 (Date of Inception) to December 31,
      2005


(Restated)


CumulativeDuring
                theDevelopment2005
            
            2004
            
            StageRevenues
            $
                2,000
            
            $
                -
            
            $
                2,000ExpensesLicenses,
                as restated
            
            
            979,756
            
            3,379,756Professional
                fees
            333,186
            
            1,573,933
            
            2,426,693Consulting
                fees
            3,915,676
            
            3,460,613
            
            8,037,679Research
                and development
            410,650
            
            209,532
            
            620,182General
                and administrative
            155,835
            
            121,096
            
            347,061Interest
            13,193
            
            23,100
            
            36,2934,828,540
            
            6,368,030
            
            14,847,664Loss
                from continuing operations,as
                restated
            (4,826,540)
            
            (6,368,030)
            
            (14,845,664)Discontinued
                OperationsLoss
                from operations of the discontinueddiscontinued
                segment
            
            
            
            
            (43,466)Net
                loss, as restated
            $
                (4,826,540)
            
            $
                (6,368,030)
            
            $
                (14,889,130)Net
                Loss per Common Share (basic andfully
                diluted), as restated
            $
                (0.13)
            
            $
                (0.21)Weighted
                average number of commonshares
                outstanding
            38,598,215
            
            29,941,359See
                Notes to Financial Statements













**PROTOKINETIX** **,
      INCORPORATED**


(A
      Development Stage Company)




***STATEMENTS
      OF STOCKHOLDERS' EQUITY***




For
      the
      Years Ended December 31, 2005 and 2004, and for the


Period
      from December 23, 1999 (Date of Inception) to December 31, 2005


(Restated)


DeficitAccumulatedCommon
                Stock
            
            Additional
            Stock
            
            During
                theCommon
                Stock
            
            Issuable
            
            Paid-in
            
            Subscriptions
            DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Receivable
            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
            2,125,000
            
            11
            
            
            
            
            
            424,989
            
            
            
            
            
            425,000August
                2003
            300,000
            
            2
            
            
            
            
            
            14,998
            
            
            
            
            
            15,000September
                2003
            1,000,000
            
            5
            
            
            
            
            
            49,995
            
            
            
            
            
            50,000October
                2003
            1,550,000
            
            8
            
            
            
            
            
            619,992
            
            
            
            
            
            620,000Issuance
                of common stock for licensing rights
            14,000,000
            
            74
            
            
            
            
            
            2,099,926
            
            
            
            
            
            2,100,000Common
                stock issuable for licensing rights
            
            2,000,000
            
            11
            
            299,989
            
            
            
            
            
            300,000Shares
                cancelled on September 30, 2003
            (9,325,000)
            
            (49)
            
            
            
            
            
            49
            
            
            
            
            
            -Net
                loss for year, as restated
            
            
            
            
            
            
            
            
            
            
            
            
            (3,662,745)
            
            (3,662,745)Balance,
                December 31, 2003, as restated
            24,743,750
            
            131
            
            2,000,000
            
            11
            
            3,530,108
            
            -
            
            (3,694,560)
            
            (164,310)Issuance
                of common stock for services:March
                2004
            1,652,300
            
            9
            
            
            
            
            
            991,371
            
            
            
            
            
            991,380May
                2004
            500,000
            
            3
            
            
            
            
            
            514,997
            
            
            
            
            
            515,000July
                2004
            159,756
            
            1
            
            
            
            
            
            119,694
            
            
            
            
            
            119,695August
                2004
            100,000
            
            1
            
            
            
            
            
            70,999
            
            
            
            
            
            71,000October
                2004
            732,400
            
            4
            
            
            
            
            
            479,996
            
            
            
            
            
            480,000November
                2004
            650,000
            
            4
            
            
            
            
            
            454,996
            
            
            
            
            
            455,000December
                2004
            255,000
            
            1
            
            
            
            
            
            164,425
            
            
            
            
            
            164,426Common
                stock issuable for AFGP license
            
            1,000,000
            
            5
            
            709,995
            
            
            
            
            
            710,000Common
                stock issuable for Recaf license
            
            
            400,000
            
            2
            
            223,998
            
            
            
            
            
            224,000Warrants
                granted (for 3,450,000 shares) for services,October
                2004
            
            
            
            
            
            
            
            
            1,716,253
            
            
            
            
            
            1,716,253Options
                granted for services, October 2004
            
            
            
            
            
            212,734
            
            
            
            
            
            212,734Stock
                subscriptions receivable
            
            
            
            
            1,800,000
            
            10
            
            329,990
            
            (330,000)
            
            
            
            -Warrants
                exercised:
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -August
                2004
            
            
            
            
            50,000
            
            
            
            15,000
            
            
            
            
            
            15,000October
                2004
            
            
            
            
            600,000
            
            3
            
            134,997
            
            
            
            
            
            135,000December
                2004
            
            
            
            
            1,000,000
            
            5
            
            224,995
            
            
            
            
            
            225,000Options
                exercised, December 2004
            
            
            
            100,000
            
            1
            
            29,999
            
            
            
            
            
            30,000Net
                loss for period, as restated
            
            
            
            
            
            
            
            
            
            
            -
            
            (6,368,030)
            
            (6,368,030)Balance,
                December 31, 2004, as restated
            28,793,206
            
            $
                154
            
            6,950,000
            
            $
                37
            
            $
                9,924,547
            
            $
                (330,000)
            
            $(10,062,590)
            
            $
                (467,852)










**PROTOKINETIX** **,
      INCORPORATED**


(A
      Development Stage Company)




***STATEMENTS
      OF STOCKHOLDERS' EQUITY***




(Continued)


For
      the
      Years Ended December 31, 2005 and 2004, and for the


Period
      from December 23, 1999 (Date of Inception) to December 31, 2005


(Restated)


DeficitAccumulatedCommon
                Stock
            
            Additional
            Stock
            
            During
                theCommon
                Stock
            
            Issuable
            
            Paid-in
            
            Subscriptions
            DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Receivable
            Stage
            
            TotalBalance,
                December 31, 2004
            28,793,206
            
            $
                154
            
            6,950,000
            
            $
                37
            
            $
                9,924,547
            
            $
                (330,000)
            
            $(10,062,590)
            
            $
                (467,852)Issuance
                of common stock for stock subscriptions received
            
            
            
            
            
            240,000
            
            
            
            240,000Issuance
                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
            
            
            
            
            
            10,500May
                2005
            200,000
            
            1
            
            
            
            
            
            59,999
            
            
            
            
            
            60,000Note
                payable conversion, February 2005
            
            
            
            285,832
            
            1
            
            85,749
            
            
            
            
            
            85,750Issuance
                of common stock for note payable conversionApril
                2005
            285,832
            
            1
            
            (285,832)
            
            (1)
            
            
            
            
            
            
            
            -May
                2005
            353,090
            
            2
            
            
            
            
            
            105,925
            
            
            
            
            
            105,927Issuance
                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
            
            
            
            90,000Issuance
                of stock for options exercised
            135,000
            
            2
            
            (135,000)
            
            (2)
            
            
            
            
            
            
            
            -Issuance
                of common stock for services:April
                2005
            30,000
            
            1
            
            
            
            
            
            14,999
            
            
            
            
            
            15,000May
                2005
            3,075,000
            
            15
            
            
            
            
            
            3,320,985
            
            
            
            
            
            3,321,000June
                2005
            50,000
            
            1
            
            
            
            
            
            50,499
            
            
            
            
            
            50,500August
                2005
            111,111
            
            1
            
            (92,593)
            
            (1)
            
            15,000
            
            
            
            
            
            15,000October
                2005
            36,233
            
            1
            
            (36,233)
            
            (1)
            
            
            
            
            
            
            
            -November
                2005
            311,725
            
            2
            
            (245,000)
            
            (1)
            
            36,249
            
            
            
            
            
            36,250December
                2005
            1,220,000
            
            8
            
            
            
            
            
            756,392
            
            
            
            
            
            756,400Common
                stock canceled; August 2005
            (250,000)
            
            (1)
            
            
            
            
            
            (257,499)
            
            
            
            
            
            (257,500)Common
                stock issuable for services renderedJune
                2005
            
            
            
            
            200,000
            
            1
            
            149,999
            
            
            
            
            
            150,000August
                2005
            
            
            
            
            36,233
            
            1
            
            21,739
            
            
            
            
            
            21,740September
                2005
            
            
            
            
            125,000
            
            1
            
            74,999
            
            
            
            
            
            75,000September
                2005 (Proteocell)
            
            
            
            
            100,000
            
            1
            
            57,999
            
            
            
            
            
            58,000December
                2005
            
            
            
            
            120,968
            
            1
            
            74,999
            
            
            
            
            
            75,000Net
                loss for the year, as restated
            
            
            
            
            
            
            
            
            
            
            
            (4,826,540)
            
            (4,826,540)Balance,
                December 31, 2005, as restated
            40,801,197
            
            $
                220
            
            608,375
            
            $
                6
            
            $
                14,503,079
            
            $
                -
            
            $(14,889,130)
            
            $
                (385,825)See
                Notes to Financial Statements


















**PROTOKINETIX** **,
      INCORPORATED**


(A
      Development Stage Company)




***STATEMENTS
      OF CASH FLOWS***




For
      the
      Years Ended December 31, 2005 and 2004, and for the


Period
      from December 23, 1999 (Date of Inception) to December 31, 2005


(Restated)


CumulativeDuring
                theDevelopment2005
            
            2004
            
            StageCash
                Flows from Operating ActivitiesNet
                loss for period, as restated
            $
                (4,826,540)
            
            $
                (6,368,030)
            
            $
                (14,889,130)Adjustments
                to reconcile net loss to net cashused
                in operating activitiesDepreciation
                expense
            674
            
            253
            
            927Issuance
                of common stock for servicesand
                expenses
            4,316,390
            
            3,730,501
            
            11,556,891Warrants
                issued for consulting services
            
            
            1,716,253
            
            1,716,253Stock
                options issued for consulting services
            
            
            212,734
            
            212,734Changes
                in operating assets and liabilitiesAccounts
                receivable
            (6,539)
            
            
            
            (6,539)Prepaid
                expenses
            (6,200)
            
            
            
            (6,200)Due
                to outsidemanagement
                consultants
            (86,958)
            
            270,984
            
            306,892Accounts
                payable
            10,199
            
            (20,660)
            
            31,087Accrued
                interest payable
            13,194
            
            23,100
            
            36,294Net
                cash used in operating activities
            (585,780)
            
            (434,865)
            
            (1,040,791)Net
                Cash Used in Investing ActivityPurchase
                of computer equipment
            (1,705)
            
            (1,683)
            
            (3,388)Cash
                Flows from Financing ActivitiesWarrants
                exercised
            330,000
            
            375,000
            
            705,000Stock
                options exercised
            70,500
            
            30,000
            
            100,500Issuance
                of common stock for cash
            
            
            
            
            20,250Proceeds
                from convertible note
            
            
            315,000
            
            315,000Net
                cash provided by financing activities
            400,500
            
            720,000
            
            1,140,750Net
                change in cash
            (186,985)
            
            283,452
            
            96,571Cash,
                beginning of year
            283,556
            
            104Cash,
                end of year
            $
                96,571
            
            $
                283,556
            
            $
                96,571Cash
                paid for interest
            $
                -
            
            $
                -
            
            $
                -Cash
                paid for income taxes
            $
                -
            
            $
                -
            
            $
                -Supplementary
                Information - Non-cash Transactions:Common
                stock issuable for acquisition of licenses
            $
                -
            
            $
                934,000
            
            $
                934,000Stock
                subscriptions received
            
            
            330,000
            
            330,000Note
                payable converted to common stock
            191,677
            
            
            
            191,677See
                Notes to Financial Statements
















**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      1. The Company and Significant Accounting Policies**





**Organization**





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.





**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 September
      30,
      2005. 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.





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 checking accounts. Cash balances may exceed federally
      insured limits from time to time.





**Accounts
      Receivable**





Receivables
      consist of cost advances and $2,000 due from a veterinary center that purchased
      the Company's AFGP product for research.





**Computer
      Equipment**





Computer
      equipment is stated at cost and is depreciated using straight-line methods
      over
      the estimated useful lives.





**Due
      to Outside Management Consultants**





The
      Company's offices are currently provided by outside management consultants
      and
      costs are allocated to the Company. The amounts due are unsecured, bear no
      interest and are due on demand.





**Convertible
      Note Payable**





On
      February 1, 2004, the Company executed a subscription agreement under which
      the Company issued to a corporation an 8% secured convertible note in exchange
      for $315,000. The note was due February 1, 2006, 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. No beneficial conversion feature was applicable to this
      convertible note.





**Fair
      Value of Financial Instruments**





Financial
      instruments consist of cash, accounts receivable, due to outside management
      consultants, accounts payable, accrued interest and convertible note payable.
      The fair value of these financial instruments approximates the carrying amounts
      due to the short-term nature.





**Revenue
      Recognition**





The
      Company recognizes revenue when a sale is made, the fee is fixed or
      determinable, collectibility 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. The
      loss
      per share for the years ended December 31, 2005 and 2004, have been
      adjusted accordingly. Diluted loss per share takes into consideration common
      shares outstanding (computed under basic earnings per share) and potentially
      dilutive securities. The effect of debt convertible into 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.





There
      are
      200,000 warrants outstanding of which 100,000 are exercisable at $0.60 per
      share
      and 100,000 are exercisable at $0.58 per share; all with an expiration date
      of
      November 21, 2006.





**Stock-Based
      Compensation**





The
      Company has a stock-based equity incentive plan, which is described more fully
      in Note 4. 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 underlining
      common stock on the date of grant. No options have been granted to employees
      under the plan, therefore no reconciliation is provided of the effects on net
      loss in applying the fair value recognition provisions of SFAS No. 123,
      "Accounting for Stock-Based Compensation." Compensation 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 or warrants granted. 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.





**Recent
      Accounting Pronouncements**





SFAS
      No.
      151, "Inventory Costs," is effective for fiscal years beginning after June
      15,
      2005. This Statement amends the guidance in APB No. 43, Chapter 4, "Inventory
      Pricing," to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage). The adoption
      of SFAS No. 151 is expected to have no impact on the Company's financial
      statements.





SFAS
      No.
      152, "Accounting for Real Estate Time-Sharing Transactions," is effective for
      fiscal years beginning after June 15, 2005. This Statement amends SFAS No.
      66, "Accounting for Sales of Real Estate," to reference the financial accounting
      and reporting guidance for real estate time-sharing transactions that is
      provided in AICPA Statement of Position 04-2, "Accounting for Real Estate
      Time-Sharing Transactions." The adoption of SFAS No. 152 is expected to have
      no
      impact on the Company's financial statements.





SFAS
      No.
      123(R), "Share-Based Payment," replaces SFAS No. 123, "Accounting for
      Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for
      Stock Issued to Employees." This Statement requires that the compensation cost
      relating to share-based payment transactions be recognized at fair value in
      the
      financial statements. The Company is required to apply this statement in the
      first interim period that begins after December 15, 2005. The Company is
      currently researching the effect of SFAS No. 123(R) on the financial
      statements.





SFAS
      No.
      153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29,"
      is
      effective for fiscal years beginning after June 15, 2005. This Statement
      addresses the measurement of exchange of nonmonetary assets and eliminates
      the
      exception from fair value measurement for nonmonetary exchanges of similar
      productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for
      Nonmonetary Transactions," and replaces it with an exception for exchanges
      that
      do not have commercial substance. The adoption of SFAS No. 153 is expected
      to
      have no impact on the Company's financial statements.





The
      EITF
      reached consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary
      Impairment and Its Application to Certain Investments," which provides guidance
      on determining when an investment is considered impaired, whether that
      impairment is other than temporary, and the measurement of an impairment loss.
      The FASB issued FSP EITF 03-1-1, "Effective Date of Paragraphs 10-20 of EITF
      Issue No. 03-1," "The Meaning of Other-Than-Temporary Impairment and Its
      Application to Certain Investments," which delays the effective date for the
      measurement and recognition criteria contained in EITF 03-1 until final
      application guidance is issued. The adoption of this consensus or FSP is
      expected to have no impact on the Company's financial statements.





SFAS
      No.
      154, "Accounting Changes and Error Corrections," a replacement of APB No. 20,
      "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements." SFAS No. 154 changes the requirements for the accounting
      for and reporting of a change in accounting principle. Previously, most
      voluntary changes in accounting principles required recognition via a cumulative
      effect adjustment within net income of the period of the change. SFAS No. 154
      requires retrospective application to prior periods' financial statements,
      unless it is impracticable to determine either the period-specific effects
      or
      the cumulative effect of the change. SFAS No. 154 is effective for accounting
      changes made in fiscal years beginning after December 15, 2005; however,
      this Statement does not change the transition provisions of any existing
      accounting pronouncements. The Company is considering any effect of the adoption
      of SFAS No. 154 on the Company's financial statements.





In
      September 2005, the EITF reached consensus on Issue No. 05-08, "Income Tax
      Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature."
      EITF 05-08 is effective for financial statements beginning in the first interim
      or annual reporting period beginning after December 15, 2005. The adoption
      of EITF 05-08 is expected to have no impact on the Company's financial
      statements.





In
      September 2005, the EITF reached consensus on Issue No. 05-02, "The Meaning
      of
      'Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, 'Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company's Own Stock.'" EITF 05-02 is effective for new instruments entered
      into
      and instruments modified in reporting periods beginning after June 29,
      2005. The adoption of EITF 05-02 is expected to have no impact on the Company's
      financial statements.





In
      September 2005, the EITF reached consensus on Issue No. 05-07, "Accounting
      for Modifications to Conversion Options Embedded in Debt Instruments and Related
      Issues." EITF 05-07 is effective for future modifications of debt instruments
      beginning in the first interim or annual reporting period beginning after
      December 15, 2005. The adoption of EITF 05-07 is expected to have no impact
      on the Company's financial statements.





**Note
      2. Restatement**





During
      2003 and 2004, the Company acquired license rights to proprietary medical
      research technologies, which were capitalized at the time of acquisition as
      intangible assets having indefinite lives. While the Company's management
      continues to believe the license rights are of probable future benefit to the
      Company in its continuing efforts to pursue the development of commercially
      viable products, it was appropriate for accounting purposes to expense the
      cost
      of the acquisition of the license rights. Accordingly, the accompanying
      financial statements have been restated to correct the error and recognize
      as
      expense the cost of those acquired license rights at the time of their
      acquisition.





During
      2005, one of the acquired license rights was deemed to have had no remaining
      useful life and, accordingly, an impairment loss of $269,756 was recognized.
      Because of the 2003 and 2004 restatements, this impairment expense is eliminated
      for 2005.





The
      effects of the restatement on the 2005 financial statements are as
      follows:





Intangible
      assets decreased by $3,110,000 and the Accumulated Deficit increased by
      $3,110,000. The impairment loss of $269,756 was eliminated, decreasing the
      Loss
      from Operations and Net Loss by the same amount to ($4,826,540) for each. The
      loss per share did not change from ($0.13).





The
      effects of the restatement on the 2004 financial statements are as
      follows:





Expenses,
      specifically Licenses, increased by $979,756 to $979,756, increasing the Loss
      from Continuing Operations and the Net Loss by the same amount to ($6,368,030)
      for each. The loss per share increased from ($0.18) to ($0.21).





For
      purposes of the Statement of Cash Flows, the Net Loss for the Period increased
      to ($6,368,030) and the Issuance of Common Stock for Services and Expenses
      increased by $979,756 to $3,730,501 and the Acquisition of Intangible Assets
      for
      $45,756 was eliminated.





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





Expenses,
      specifically Licenses, increased by $3,379,756 to $3,379,756, and the Impairment
      Loss of $269,756 was eliminated, increasing total expenses by a net amount
      of
      $3,110,000 to $14,847,664. The Loss from Continuing Operations increased by
      $3,110,000 to ($14,845,664) and the Net Loss increased by $3,110,000 to
      ($14,889,130).





For
      purposes of the Statement of Cash Flows, the Net Loss for the Period increased
      to ($14,889,130) and the Issuance of Common Stock for Services and Expenses
      increased by $3,379,756 to $11,556,891, and the Acquisition of Intangible Assets
      for $45,756 was eliminated.




**Note
      3. Income Taxes**





The
      Company is liable for taxes in the United States. As of December 31, 2005,
      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 $15,160,000 available to reduce future
      taxable income. The tax loss expires in years between 2022 and
      2024.





The
      deferred tax asset associated with the tax loss carry forward is approximately
      $5,154,000. The Company has provided a valuation allowance against the deferred
      tax asset. The valuation allowance increased by $1,731,000 and $2,282,000 for
      2005 and 2004, respectively.





**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. There were no revenues for
      the
      years presented in losses from discontinued operations.





**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 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 2004 and 2005, the Company issued common shares from both plans
      to non-employee consultants for services rendered as follows:





2004
            
            Number
              of
                Shares
            
            Value
              per
                ShareMarch
            
            1,652,300
            
            $0.60May
            
            500,000
            
            $1.03July
            
            159,756
            
            $0.75August
            
            100,000
            
            $0.71October
            
            732,400
            
            $0.65November
            
            650,000
            
            $0.70December
            
            255,000
            
            $0.65Total
                2004
            
            4,049,456








2005
            
            Number
              of
                Shares
            
            Value
              per
                ShareApril
            
            30,000
            
            $0.50May
            
            3,075,000
            
            $1.08June
            
            50,000
            
            $1.01August
            
            18,518
            
            $0.81November
            
            66,725
            
            $0.54December
            
            1,220,000
            
            $0.62Total
                2005
            
            4,460,243





In
      addition, during 2004 and 2005, the Company issued stock options to directors,
      advisors and consultants. A summary of the Company's outstanding stock options
      is as follows:





Number
              of
                Options
            
            Weighted
                Average
              Exercise
                PriceOutstanding
                at December 31, 2003
            
            -
            
            $
                -Granted
            
            400,000
            
            $0.30Exercised
            
            (100,000)
            
            $0.30Outstanding
                at December 31, 2004
            
            300,000
            
            $0.30GrantedExercised
            
            (235,000)
            
            $0.30Forfeited
            
            (65,000)
            
            $0.30Outstanding
                at December 31, 2005
            
            -Options
                exercisable at December 31, 2005
            
            -





The
      fair
      value of each option granted is estimated at the date of grant using the
      Black-Scholes option-pricing model. The assumptions used in calculating the
      fair
      value of the options granted were a risk-free interest rate of 4.75%, a one-year
      expected life (except for the options exercised for which a two-week expected
      life was used), volatility of 118% and a dividend yield of 0.0%.





**Note
      6. Subsequent Event**





In
      2006,
      the Company entered into letter agreements for a private placement offering
      raising a total of $450,000 by issuing 900,000 shares of common stock at $0.50
      per share including warrants to purchase 450,000 shares of common stock. The
      warrants are exercisable at $0.50 per share until February 1, 2007.





In
      February 2006, the Company issued 166,359 shares of common stock for
      consulting services.