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Mail Stop 0309

									September 20, 2004

Chemokine Therapeutics Corp.
2386 East Mall, Suite 208
University of British Columbia
Vancouver, British Columbia V6T 1Z3

Re:  	Chemokine Therapeutics Corp.
Form SB-2 Registration Statement
	File No. 333-117858

Dear Dr. Hassan Salari:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Comments Applicable to the Entire Document

1. Please provide updated interim financial information in accordance
with Item 310(g) of Regulation S-B.

2. We note that this is your initial public offering, and that the
securities being sold by the company are to be sold only in the
Canadian Provinces of British Columbia, Alberta, Ontario and Quebec.
We note also that there is no public trading market in the United
States for your common stock and that you do not intend to list the
common stock on any national securities exchange in the United
States, although you say that after this offering you plan to apply
to list your shares on a stock exchange in Canada.  Please explain
why you are filing this registration statement in the United States.

3. The first information you present on the cover page of the
prospectus is the exchange rate between the U.S. dollar and the
Canadian dollar.   On page 53 you indicate that your "functional
currency" is the U.S. dollar and that your financial statements are
presented in US. Dollars.  All of your assets and operations appear
to be in Canada, so we do not understand why the U.S. dollar is your
functional currency.  Since you are only selling your securities in
Canada, we do not understand why you are presenting information to
Canadian investors using U.S. dollar amounts as this appears to make
your disclosure unnecessarily difficult for potential investors to
read and understand.  Please explain.

4. We note that your filing contains numerous omissions throughout
the prospectus that relate to the offering price range or the number
of shares you will sell.  These omissions include but are not limited
to:

* Summary Financial Data
* Use Of Proceeds
* Capitalization
* Dilution
* The Option Grants Table
* Shares Eligible For Future Sale
* The Principal Stockholders Table
* Description of Capital Stock

 Rule 430A requires you to include this information in your filing
based upon an estimate of the offering price within a bona fide range
you disclose on the cover page and based upon an estimate of the
number of shares you will sell.  We consider a bona fide range to be
$2 if the price is under $20 and 10% if it is above $20.  You should
include the required information in an amendment prior to circulating
a "red herring" prospectus.

5. Provide us with copies of all the graphic, photographic or
artistic materials you intend to include in the prospectus prior to
its printing and use. Please note that we may have comments.  Please
also note that all textual information in the graphic material should
be brief and comply with the plain English guidelines regarding
jargon and technical language.

6. We note that your financial statements currently are not
physically included in the prospectus.  Please revise so that they
are located within the prospectus proper.

7. Currently, your document contains many capitalized words that are
being used for their common meanings.  Please revise the document so
that your use of capitalization follows appropriate grammatical
rules.  That is, please limit capitalization to proper nouns and the
first letter of sentences.  Here are some examples requiring
revisions:

* Common Shares
* Offering
* Brokered Private Placement
* Agent

Please note this list is merely an example and is not intended to be
an exhaustive list.  Please review your entire document to provide
similar revisions.

8. Throughout your document you have used technical jargon that is
not likely to be understood by your readers.  The use of jargon makes
it difficult to understand both the nature of your offering and the
nature of your business.  Please do not assume that readers have a
scientific background and understand the nature and the terms you use
to describe your product candidates and how you expect them to work.
In addition, technical jargon should not appear at all in the
forefront of the prospectus.  Please replace the jargon with an
explanation in plain English.  If you cannot convey these ideas
without jargon, please explain what the jargon means at the first
place the terms appear.  Here are some examples of terminology that
needs to be replaced:

* Secreted proteins
* Pathophysiological processes
* Angiogenesis

Please note, this is merely a list of examples and is not intended to
include all terms that should be eliminated or explained.  Please
review your entire document and revise accordingly.

9. Explain what a "MRRS Decision Document" is and explain its
significance.

Calculation of Registration Fee - page 3

10. We note that you are registering shares for resale by existing
shareholders as well as registering shares for direct sale in your
offering.  It is unclear to us how you determined the amount of the
registration fee you paid.  Please explain.

11. Your registration fee table is not prepared correctly.  You have
aggregated, in a single line, all of the information about the
securities being registered.  Instead, there should be a separate
line for each identifiable group of shares being registered.  For
example, one line should be the aggregate number of shares you are
offering in your "best efforts" offering, including the overallotment
option.  The number of shares included in the overallotment option
would be disclosed in a footnote to the table.  Another line would
include the 1,380,000 shares to be issued upon Canaccord`s exercise
of the warrants it will receive in this offering.  A footnote to that
line would contain the remainder of the information currently
contained in paragraph (iii).  A third line would include the
1,697,715 shares sold in the prior private placement, and so forth.

12. It appears that you are attempting to register the issuance of
shares on the exercise of warrants you previously sold in private
placements.  See paragraphs (iv), (v), (vi) and (vii) in the
paragraph under the table.  This is not permissible.  You may only
register these shares for resale by the selling shareholders.  Please
revise the table and footnotes accordingly.

13. Similarly, it appears from item (viii) to clarify that you are
registering the resale of the shares issuable to Pharmaceutical
Products Development as opposed to their primary issuance.

14. We note that footnote (6) relates to shares issued to Conaccord
as agent of this offering.  It appears that this should be a footnote
to the "Agent`s Commission." Please revise or advise.

15. Please confirm that you have submitted the agreement to the NASD
for its review.  If you have not, please tell us why you have not and
what your intentions are.

Prospectus Cover Page

16. The information included on the cover page should be limited to a
single page and include only the information specified in Item 501 of
Regulation S-B.  It doesn`t appear to us that any of the information
regarding the exchange rate, or any of the information in the
footnotes is information specified in Item 501.  For example, the
footnoted information relates to the plan of distribution and should
be disclosed in that part of the prospectus, not on the cover page.
In addition, some of the information appears more than once on the
cover page.  For example, the first sentence in the second paragraph
simply repeats information that is disclosed in the fee table.
Please revise the cover page accordingly.

17. Your revised cover page should also indicate that there are
selling shareholders as well as the number of shares they are
selling, and where the shares will be traded.  See Item 501(a)(3) and
(4) of Regulation S-B.

18. Please delete here, and in the remainder of the document, all of
the parenthetical phrases.  If the information in the parentheticals
is material, disclose it in its own sentence.  If it is not, delete
references to it.  Parenthetical phrases make sentences unnecessarily
long and difficult to understand.

19. Please explain what you mean when you say that this is a
"commercially reasonable efforts offering" as this term is not used
in U.S. securities laws and regulations relating to public offerings
of securities.

20. Once you have removed the excess information from the cover page,
please make the page more visually appealing and easier to read.
Also, please make the cross reference to the risk factor disclosure
stand out from the remainder of the information.

Glossary - page 9

21. Please delete the glossary.  Rule 421(b)(3) of Regulation C
prohibits the use of a glossary and/or defined terms as the primary
means of explaining information in the prospectus.  Rule 421(b)(4)
prohibits the use of highly legal and technical terminology in the
prospectus.  Finally, Rule 421(d) prohibits the use of a glossary in
the forepart of the prospectus.  Please revise the disclosure
accordingly.  Highly legal or technical terminology should be deleted
from the entire forefront of the prospectus.  In the remainder of the
prospectus, the meaning of the terms should be clear from the
context.

Forward-Looking Statements - page 13

Industry Data - page 13

22. If you retain these sections, please relocate them so that they
appear somewhere in the document after the risk factor disclosure.

23. We note your statement that the accuracy and completeness of
information contained in your registration statement cannot be
guaranteed and have not been independently verified.  It is not
permissible to disclaim liability for statements included in your
registration statement.  Please revise to delete this statement.

Summary of our Offering - page 13

24. Currently, the introductory paragraph appears in all capital
letters.  Please rewrite it using proper sentence capitalizations.
That is, capitalize only proper nouns and the first word in a
sentence.

25. Please delete the second sentence of the introductory paragraph.
A summary, by definition, does not contain all of the information so
this sentence is redundant.  Please also delete the references to
risk factors and financial statements in the last sentence of the
paragraph.  Their inclusion suggests that that information is more
important than the other information in the prospectus, which is
inappropriate.

Our Business - page 14

26. We think your summary would benefit from the use of more
paragraph and other subheadings to guide readers through this section
of the prospectus.   Currently, your information is presented in
large blocks of small type that are difficult to read.

27. You refer to Phase I clinical trials conducted in the United
Kingdom.  It is not clear from the disclosure in this document
whether you are seeking to have your products approved by Canadian
regulators, U.S. regulators or European regulators.  It is also
unclear whether "Phase I", "Phase II", etc., have the same meaning in
the U.S., Canada and Europe.  Please clarify the disclosure
accordingly.

28. To the extent that you refer to clinical trials in the U.S.,
Canada and Europe, please revise to clarify whether the results of
these trials can be used in other jurisdictions.  For example, if you
conduct Phase I trials in the United Kingdom, can the results be used
in an application to the FDA to obtain regulatory approve in the
U.S.?

29. In the fifth full paragraph on page 15 you refer to information
obtained from the American Cancer Society.  Please provide us with
copies of the documents you are relying on, marked to show the
location of the information you are citing.  Provide the same
information for every other reference you make in the registration
statement.  We may have further comments once we review this
material.

30. What are the side effects that often accompany the use of a
majority of the naturally occurring chemokines and cytokines.

31. We do not understand the significance of the information
presented in the last two paragraphs of page 15.  How does this
information relate to your proposed products?  Are there other
companies currently selling products directed at these medical
conditions?  Please revise the disclosure accordingly.

Overview of the Offering - page 16

32. We note the reference to "market stabilization" in this section.
Under U.S. law, stabilization can only be conducted in a firm
commitment underwritten offering.  Please revise the disclosure
accordingly.

33. Please refer to your discussion of the number of shares
outstanding after the offering.  This registration statement also
covers shares being sold by selling shareholders, some of which are
yet to be issued, although you do not discuss this here.  Please
expand this discussion to discuss the number of shares being sold by
selling shareholders, including the number of shares that you may be
obligated to issue in the future.  You should also discuss the number
of shares that could be sold pursuant to outstanding options and
other convertible securities.

34. We also note the reference to the issuance of common shares to
Pacific Medical Corp.  Please clarify whether these shares are
included in this registration statement.  Also, disclose the number
of shares involved and if true, that Pacific is an affiliate.

35. Please clarify whether you can extend the offering beyond the 90
day period specified in the carryover paragraph at the top of page
17.  Please note if you extend the offering period, you will be
required to file a post-effective amendment for the purpose of
notifying all persons who have subscribed to the offering of the
extension of the offering period and informing purchasers that their
money will be refunded pursuant to the terms described in the
prospectus unless the purchasers make an affirmative statement to the
issuer that they wish to subscribe to the extended offer.

Risk Factors - page 18

36. Please revise the introductory paragraph to delete the references
to risks not presently known or which you currently consider
immaterial. All material risks should be described.  If risks are not
deemed material, they should not be referenced.

37. Many of your risk factor subheadings state a fact, but do not
identify a specific risk or its direct adverse effects on your
business.  Please revise all of them so that they are concise, direct
and specifically identify the risk and its consequences.  Here are
some examples of subheadings that need revision:

* "We are at an early stage of development and have not completed the
development of any product and have not begun to market or generate
revenues." - page 18

* "Our auditors have issued a going concern opinion." - page 18

* "We rely heavily on our proprietary information in developing our
product candidates.  Our success will depend, in part, on our ability
to obtain patents, maintain trade secret protection and operate
without infringing on the prop