UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: September 16, 2005

PROTOKINETIX, INC.

(Exact name of registrant as specified in its charter)

Nevada ________________________________	000-32917 ___________________________	94-3355026 ______________________________
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification Number)

Suite 1500-885 West Georgia Street

Vancouver, British Columbia Canada V6C 3E8

(Address of principal executive offices)

________________________________________________

Dr. John Todd

President

Suite 1500-885 West Georgia Street

Vancouver, British Columbia Canada V6C 3E8

(Name and address of agent for service)

(604) 687-9887

(Telephone number, including area code of agent for service)

with a copy to:

Mark L. Baum, Esq.

The Baum Law Firm

580 2nd Street, Suite 102

Encinitas, CA 92024

(760) 230-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective September 16, 2005, Dr. J.M. Dupuy resigned from the Company's Board of Directors. There was not a dispute or controversy related to Dr. DuPuy's departure from the ProtoKinetix Board of Directors.

SIGNATURES

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

Date: November 2, 2005

PROTOKINETIX, INC.

By: /s/ Dr. John Todd

Dr. John Todd

President and CEO

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