SecProbe.io

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                                                            DORSEY & WHITNEY LLP

                                                                 RANDAL R. JONES
                                                                  (206) 903-8814
                                                              FAX (206) 903-8820
                                                         JONES.RANDAL@DORSEY.COM

November 19, 2004

Jeffrey P. Riedler
Assistant Director
Securities and Exchange Commission
450 5th Street
Washington, D.C. 20549

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

Dear Mr. Riedler:

         We are acting as special U.S. counsel to Canaccord Capital Corporation
("Canaccord"), one of the agents (collectively, the "Agents") in the initial
public offering (the "IPO") of common shares (the "IPO Shares") of Chemokine
Therapeutics Corp. (the "Company") in Canada, for which a preliminary prospectus
(the "Canadian Preliminary Prospectus") has been filed in Canada and for which a
Form SB-2 registration statement (the "Registration Statement") has been filed
with the Securities and Exchange Commission (the "SEC"). We have reviewed your
comment letter dated November 10, 2004 with respect to Amendment No. One to the
Registration Statement. We have also participated in a conference call with you,
the Company's U.S. counsel and Canaccord's Canadian counsel on November 16,
2004.

         As you have requested, we are supplementally providing you with
additional information regarding the practice in Canada of granting
over-allotment options in connection with best efforts offerings, and setting
forth our analysis regarding the application of Regulation M to stabilizing
activities that may be undertaken by the Agents in Canada in connection with the
IPO.

         CANADIAN PRACTICE REGARDING OVER-ALLOTMENT OPTIONS

         It is a common practice in connection with public offerings in Canada
for the issuer to grant an over-allotment option to the underwriters or agents
undertaking the Canadian public offering, even where the offering is undertaken
on a best-efforts basis. The Canadian Preliminary Prospectus discloses the terms
and conditions of the over-allotment option and has been filed with the
securities regulators in each of the Provinces of Canada. The Company will
therefore only grant the over-allotment option to the Agents if the regulators
in each of the Provinces of Canada permits it to do so.

         DORSEY & WHITNEY LLP o WWW.DORSEY.COM o T 206.903.8800 o F 206.903.8820
                             U.S. BANK CENTRE o 1420 FIFTH AVENUE o SUITE 3400 o
                                                  SEATTLE, WASHINGTON 98101-4010

                                                          USA CANADA EUROPE ASIA
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Jeffrey P. Riedler
November 19, 2004
Page 2

         APPLICATION OF REGULATION M TO THE IPO

         No U.S. Distribution

         The Agents may distribute the IPO Shares exclusively in the Provinces
of Canada, with the Registration Statement being used solely to eliminate the
resale restrictions that would otherwise apply to the IPO Shares (securities of
a "domestic issuer"), if they were sold pursuant to Regulation S.

         In Staff Legal Bulletin No. 9, "Frequently Asked Questions About
Regulation M", as last revised on April 12, 2002, under the subheading "Foreign
Distributions", the SEC's staff answered the following question:

                  "Q: In an entirely foreign distribution of a security that has
                  no market in the United States, but whose reference security
                  does have a market in the United States, is the foreign
                  distribution subject to Regulation M?

                  A: No, however, the general anti-fraud and anti-manipulation
                  provisions of the federal securities laws apply to any
                  transactions effected in the United States."

         There is no market in the United States for the Company's common
shares. Therefore, if the Agents conduct the distribution of the IPO Shares
exclusively in Canada and elsewhere outside the United States, this foreign
distribution and any stabilizing that may occur outside the United States in
connection with the distribution would not be subject to Regulation M.

         U.S. Distribution With No U.S. Stabilizing Activities

         Alternatively, the Agents may distribute some of the IPO Shares in the
United States, and engage in certain non-U.S. stabilizing activities in
compliance with the exemption provided by Rule 104(g) of Regulation M.

         Rule 104(g) of Regulation M provides an exemption for stabilizing to
facilitate an offering of a security in the United States if all of the
following conditions are satisfied:

         (i)      No stabilizing is made in the United States;

         (ii)     Stabilizing outside the United States is made in a
                  jurisdiction with statutory or regulatory provisions governing
                  stabilizing that are comparable to the provisions of Rule 104;
                  and

         (iii)    No stabilizing is made at a price above the offering price in
                  the United States, except as permitted by Rule 104(f)(5).

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Jeffrey P. Riedler
November 19, 2004
Page 3

         If the Agents distribute any of the IPO Shares in the United States,
then the Agents could engage in stabilizing activities in connection with the
IPO only outside the United States, on the Canadian stock exchange on which the
Company's common shares are then listed (expected to be the Toronto Stock
Exchange), at or below the offering price of the IPO Shares in the United States
(except as permitted by Rule 104(f)(5)), and in compliance with applicable
Canadian statutory and regulatory provisions governing stabilizing. We would be
pleased to provide you with any additional information you would need in order
to make a determination that the Canadian statutory and regulatory provisions
governing stabilizing are "comparable" to Regulation M.

                                                     Sincerely,

                                                     DORSEY & WHITNEY LLP

                                                     /s/ Randal R. Jones

                                                     Randal R. Jones

cc:      Peter McArthur, Miller Thomson LLP
         Russell Frandsen, Squire, Sanders & Dempsey L.L.P.

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