pktx12b25051508.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):                                [   ] Form 10-KSB   [  ] Form 20-F  [  ] Form 11-K  [ X ] Form 10-Q   [  ] Form N-SAR
 
For Period Ended:
 
[   ]           Transition Report on Form 10-K
[   ]           Transition Report on Form 20-F
[   ]           Transition Report on Form 11-K
[   ]           Transition Report on Form 10-Q
    [   ]           Transition Report on Form N-SAR
 
For the Transition Period Ended: _______________
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I  -  REGISTRANT INFORMATION

                                    Full Name of Registrant:                                                                                                ProtoKinetix, Inc.
                                    Former Name if Applicable:
                                    Address of Principal Executive Office (Street and Number):                                   Suite 1500-885 West Georgia Street
                                    City, State and Zip Code:                                                                                              Vancouver, British Columbia
                                              Canada V6C 3E8

PART II  -  RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

 
[ X ]
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
[ X ]
(b)
The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been
 
attached if applicable.

PART III  -  NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

There will be a delay in filing the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 because the Company needs additional time to complete the report and its auditors need additional time to review the Company’s financial statements.
 
PART IV  -  OTHER INFORMATION

(1)           Name and telephone number of person to contact in regard to this notification:

Ross L. Senior
  
(604) 687-9887
(Name)
  
(Area Code) (Telephone number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed?  If answer is no, identify report(s): [X]  Yes[   ]  No

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof:
[   ]  Yes
[X]  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

PROTOKINETIX, INC.
 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:           May 15, 2008                                                                By:                /s/ Ross L. Senior________
 
      Ross L. Senior
     President, CEO and CFO