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Washington, D.C. 20549

PROTOKINETIX INC COM

(Name of Issuer)

Common Stock, par value $0.0000053 per share

(Title of Class of Securities)

743722100

(CUSIP Number)

DECEMBER 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		743722100

CUSIP No.		743722100

CUSIP No.		743722100

CUSIP No.		743722100

CUSIP No.		743722100

CUSIP No.		743722100

Item 1(a). Name of Issuer:

The name of the issuer is PROTOKINETIX INC COM (the “Company”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Company’s principal executive offices are located at Suite 1500-855 West Georgia Street, Vancouver, British Columbia, Canada V6C3E.

Item 2(a). Name of Person Filing:

This statement is filed by:

(i)

Empire Capital Partners, L.P., a Delaware limited partnership (“Empire Capital”), with respect to the shares of Common Stock and/or Options (as defined below) directly owned by it;

(ii)

Empire GP, L.L.C., a Delaware limited liability company (“Empire GP”), with respect to the shares of Common Stock and/or Options directly owned by Empire Capital;

(iii)

Empire Capital Management, L.L.C., a Delaware limited liability company (“Empire Management”) with respect to the shares of Common Stock and/or Options directly owned by Empire Capital Partners, Ltd. (the “Empire Overseas Fund”), Charter Oak Partners, L.P., Charter Oak Partners II, L.P. and Charter Oak Master Fund, LP (the “Charter Oak Funds”) and Empire Capital Partners Enhanced Master Fund, LTD (the “Enhanced Master Fund”);

(iv)

Mr. Scott A. Fine (“Mr. Fine”) with respect to the shares of Common Stock and/or Options directly owned by Empire Capital, the Empire Overseas Fund, the Charter Oak Funds and the Enhanced Master Fund;

(v)

Mr. Peter J. Richards (“Mr. Richards”) with respect to the shares of Common Stock and/or Options directly owned by Empire Capital, the Empire Overseas Fund, the Charter Oak Funds and the Enhanced Master Fund.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

CUSIP No.		743722100

Item 2(c). Citizenship:

Empire Capital is a limited partnership organized under the laws of the State of Delaware. Each of Empire GP and Empire Management is a limited liability company organized under the laws of the State of Delaware. Messrs. Fine and Richards are each a United States citizen.

Item 2(d). Title of Class of Securities:

Common Stock $0.0000053 par value (the “Common Stock”)

Item 2(e). CUSIP Number: 743722100

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Act,
(b)	o	Bank as defined in Section 3(a)(6) of the Act,
(c)	o	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	o	Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f)	o	Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
(g)	o	Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
(h)	o	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	o	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to 13d-1(c), check this box: þ

CUSIP No.		743722100

Item 4. Ownership.

A.

Empire Capital Partners, L.P. and Empire GP, L.L.C.

(a)		Amount beneficially owned: 2,119,618
(b)		Percent of class: 3.8% The percentages used herein and in the rest of Item 4 are calculated based upon the 55,893,558 shares of Common Stock issued and outstanding as of November 5, 2008 as reflected in the Company’s Form 10-Q filed on November 13, 2008.
(c)		(i)       Sole power to vote or direct the vote: -0-
		(ii)      Shared power to vote or direct the vote: 2,119,618
		(iii)     Sole power to dispose or direct the disposition: -0-
		(iv)    Shared power to dispose or direct the disposition: 2,119,618

Empire Capital has the power to dispose of and the power to vote the shares of Common Stock and/or Options beneficially owned by it, which power may be exercised by its general partner, Empire GP. Empire GP does not directly own any shares of Common Stock and/or Options. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Empire GP may be deemed to own beneficially the shares owned by Empire Capital.

B.

Empire Management

(a)		Amount beneficially owned: 2,300,382
(b)		Percent of class: 4.1%
(c)		(i)       Sole power to vote or direct the vote: -0-
		(ii)      Shared power to vote or direct the vote: 2,300,382
		(iii)     Sole power to dispose or direct the disposition: -0-
		(iv)    Shared power to dispose or direct the disposition: 2,300,382

The Empire Overseas Fund, the Charter Oak Funds and the Enhanced Master Fund each have the power to dispose of and the power to vote the shares of Common Stock and/or Options beneficially owned by them, which power may be exercised by their investment manager, Empire Management. Empire Management does not directly own any shares of Common Stock and/or Options. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Empire Management may be deemed to own beneficially the shares owned by the Empire Overseas Fund, the Charter Oak Funds and the Enhanced Master Fund.

C.

Scott A. Fine and Peter J. Richards

(a)		Amount beneficially owned: 4,420,000
(b)		Percent of class: 7.9%
(c)		(i)       Sole power to vote or direct the vote: -0-
		(ii)      Shared power to vote or direct the vote: 4,420,000
		(iii)     Sole power to dispose or direct the disposition: -0-
		(iv)    Shared power to dispose or direct the disposition: 4,420,000

Messrs. Fine and Richards, as Members, direct the operations of Empire GP and Empire Management. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock and/or Options. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by Empire Capital, the Empire Overseas Fund, the Charter Oak Funds and the Enhanced Master Fund.

CUSIP No.		743722100

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Empire GP, the general partner of Empire Capital, has the power to direct the affairs of Empire Capital, including decisions respecting the disposition of the proceeds from the sale of the Common Stock and/or Options. Empire Management, the investment manager of the Empire Overseas Fund has the power to direct the affairs of the Empire Overseas Fund, including decisions respecting the disposition of the proceeds from the sale of the Common Stock and/or Options. Empire Management, pursuant to investment management agreements with Charter Oak, Charter Oak II and Charter Oak Master, has the power to dispose of the proceeds from the sale of the Common Stock and/or Options with respect to those assets of the Charter Oak Funds under its discretion. Empire Management, pursuant to an investment management agreement with the Enhanced Master Fund, has the power to dispose of the proceeds from the sale of the Common Stock and/or Options with respect to those assets under its discretion. Messrs. Fine and Richards are the Members of Empire GP and Empire Management, and in their capacities direct the operations of Empire GP and Empire Management.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.		743722100

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2009