U.S. 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: February 17, 2004

                                  GENEMAX CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

                                     NEVADA
              _____________________________________________________
              (State or other Jurisdiction as Specified in Charter)

       00-27239                                          88-0277072
________________________                    ____________________________________
(Commission file number)                    (I.R.S. Employer Identification No.)

                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                    ________________________________________
                    (Address of Principal Executive Offices)

                                 (360) 332-7734
                           ___________________________
                           (Issuer's telephone number)

ITEMS 1. - 4.

         Not Applicable.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

         On February 13, 2004, the Board of Directors of GeneMax Corp., a Nevada
corporation  (the  "Company")  appointed  two  additional  directors,  Dr. Terry
Pearson and Mr. Norman  MacKinnon,  to the Board of Directors.  The Company also
formally established an Audit Committee.

Identification of Directors and Executive Officers

         As of the date of this Report,  the directors and executive officers of
the Company are as follows:

Name                        Age       Position with the Company
____                        ___       _________________________

Ronald L. Handford           51       Director and President/
                                      Chief Executive Officer

Dr. Wilfred Jefferies        45       Director/Chairman of the Board and
                                      Chief Science Officer

Grant R. Atkins              43       Director and Chief Financial Officer,
                                      Secretary, Treasurer

Dr. Karl E. Hellstrom        69       Director

Dr. Terry W. Pearson         58       Director

Norman J.R. MacKinnon        68       Director

                      BIOGRAPHIES OF DIRECTORS AND OFFICERS

         RONALD L. HANDFORD, B.A.Sc M.B.A.. is the President and Chief Executive
Officer  and a  director  of the  Company.  Mr.  Handford  has  over 30 years of
international  experience  in business,  finance and leading  public and private
companies.  Mr.  Handford is an  engineering  graduate  from the  University  of
British  Columbia  with an MBA from the  University  of  Western  Ontario.  From
1993-1996,  he was investment officer at the International  Finance Corporation,
the private sector arm of the World Bank, in Washington  D.C. Before that he was
a vice president with Barclays Bank in Toronto, responsible for their structured
finance  activities in Canada. He is experienced in capital raising,  as well as
in building and administering public and private companies.

         DR. WILFRED JEFFERIES,  D.Phil. (Oxon) is the Chief Scientific Officer,
a director  and the  Chairman  of the board of  directors  of the  Company.  Dr.
Jefferies is a Professor of Medical Genetics, Microbiology and Immunology, and a
member of the Biomedical Research Centre and the Biotechnology Laboratory at the
University of British Columbia.  Dr. Jefferies received his D.Phil.  from Oxford
University and was a post-doctoral  research fellow at the Karolinska  Institute
in Sweden and the Swiss Cancer Institute in Lausanne. His current research focus
at UBC is  iron  transport/metabolism  and  antigen  processing.  Dr.  Jefferies
oversees and directs the scientific development of the Company.

         GRANT R. ATKINS is the Chief Financial Officer and  Secretary/Treasurer
and a director of the Company.  He was formerly  President  and Secretary of the
Company through the Company's  restructuring phases and has served as a director
since March 1, 2001. For the past ten years, Mr. Atkins has provided services as
a financial,  administrative and project co-ordination  consultant to clients in
government and private industry. He has extensive  multi-industry  experience in
the fields of finance, administration and business development. Mr. Atkins has a
Commerce degree from the University of British Columbia specializing in Finance.
He has many  years  experience  as both a  director  and an  officer  of  public
companies.  He is also  currently the  president/chief  executive  officer and a
director of Lexington Resources,  Inc., a public company engaged in the business
of oil and gas exploration.

         DR.  KARL E.  HELLSTROM  is a director  of the  Corporation.  Dr.  Karl
Hellstrom received his M.D. and Ph.D.  degrees from the Karolinska  Institute in
Stockholm,  Sweden,  initially  working  in the  area of tumor  biology  with an
emphasis on  immunogenetics.  Subsequently,  Dr. Hellstrom became a professor in
pathology and an adjunct professor in  microbiology/immunology at the University
of Washington  Medical  School.  During 1975, Dr.  Hellstrom  moved to the newly
established Fred Hutchinson Cancer Research Center in Seattle,  Washington, as a
director of its Tumour Immunology  Program. In 1983, he joined the biotechnology
company Oncogen which, in 1990, was integrated into the Pharmaceutical  Research
Institute  of  Bristol-Myers  Squibb  Company.  Dr.  Hellstrom  then became vice
president of Oncology Discovery and, since 1995, of  Immunotherapeutics.  During
1997,  Dr.  Hellstrom  moved  from  Bristol-Myers  Squibb to  Pacific  Northwest
Research  Institute,  where he is currently leading a group in Tumour Immunology
as a principal investigator.

         DR.  TERRY W.  PEARSON is a director  of the  Company.  Dr.  Pearson is
professor of Biochemistry  and  Microbiology  at the University of Victoria.  He
received  his BSc and PhD  degrees  in  microbiology  and  immunology  from  the
University of British  Columbia at  Vancouver.  After  postdoctoral  work at the
Medical Research Council Laboratory for Molecular Biology in Cambridge, England,
Dr.  Pearson  worked as staff  scientist  in its cell biology  section.  He also
served as staff scientist at the International Laboratory for Research on Animal
Diseases in Nairobi,  Kenya. His current research focuses on the biochemical and
immunological   analysis  of  tropical   protozoan   parasites,   primarily  the
trypanosome,  the causative agent of African sleeping sickness.  A guest speaker
at numerous  institutions and  international  meetings,  Dr. Pearson served as a
Trustee of the Terry Fox Medical  Research  Foundation  and as a Director of the
Science  Council of British  Columbia.  Dr.  Pearson  was the  recipient  of the
Inaugural  Award  for  Excellence  in  Science  Teaching  at the  University  of
Victoria.  He has spent more than six years living and traveling in Africa,  and
continues to do collaborative  research with laboratories in Europe, the USA and
Africa  aimed at  stopping  sleeping  sickness,  a disease  that has altered the
history of the African  continent.  At Cambridge,  Dr. Pearson was involved with
the  early  stages  in the  discovery  of  monoclonal  antibodies  and  takes  a
particular  interest in alternate methods for their  derivation,  production and
use in immunodiagnostics and in vaccine development.

         NORMAN J.R.  MACKINNON  is a director  of the  Company.  Mr.  MacKinnon
articled with Peat,  Marwick,  Mitchell (now KPMG), and qualified as a Chartered
Accountant  in 1961.  From 1962 to 1964,  Mr.  MacKinnon  was Audit manager with
Griffiths  &  Griffiths.  In 1965,  Mr.  MacKinnon  started  his own  accounting
practice.  From 1968 to 1972,  Mr.  MacKinnon  was  president & chief  executive
officer of Imaginaction  International Ltd., a venture capital company, involved
with start-ups and  acquisitions.  From 1972 to 1984,  Mr.  MacKinnon was Senior
Partner,  specializing  in taxation,  for the public practice firm of MacKinnon,
Sapera, Lewis & McDonald.  From 1972 to the present, Mr. MacKinnon has served on
the Board of numerous public companies,  assisting in the finance  function.  He
has also been involved in the  development  of several  private  companies.  Mr.
MacKinnon  has  acted  in many  Public  Service  roles  throughout  his  career,
including  serving on various  committees  of the B.C.  Institute  of  Chartered
Accountants,  serving  on  the  board  of the  Borstal  Association  of  British
Columbia,  of which  he was  made a life  member,  serving  on the  board of the
Greater  Vancouver Crime Stoppers for 7 years and was director for a term on the
United Community Services Board.

Audit Committee

         In order to facilitate the various functions of the Board of Directors,
the Board has created an Audit  Committee.  As of the date of this  Report,  the
Company's  Audit  Committee  consists of three members.  The Audit  Committee is
composed of Mr. MacKinnon, Dr. Hellstrom and Dr. Pearson. The Board of Directors
has determined that each of Mr.  MacKinnon,  Dr.  Hellstrom and Dr. Pearson meet
the current  independence  requirements  and applicable rules and regulations of
the Securities and Exchange Commission.

         The role and other  responsibilities of the Audit Committee will be set
forth in the charter of the Audit Committee, to be formally adopted by the Board
of  Directors  within the next two  weeks.  It is  contemplated  by the Board of
Directors that the Audit  Committee will review and reassess the adequacy of its
charter  annually  and will  recommend  any  proposed  changes  to the  Board of
Directors for approval. As of the date of this Report, the purposes of the Audit
Committee are:

         o To oversee the quality and integrity of the financial  statements and
           other financial  information the Company provides to any governmental
           body or the public;
         o To oversee the independent accountants' qualifications and indepen-
           dence;
         o To oversee the performance of the Company's internal accounting
           procedures;
         o To oversee the performance of the Company's independent accountants;
         o To oversee the Company's accounting and financial reporting processes
           and the audits of the Company's financial statements;
         o To oversee  the  Company's  systems of  internal  controls  regarding
           finance,  accounting,  and ethics  compliance that management and the
           Board of Directors have established;
         o To establish  procedures for the receipt,  retention and treatment of
           complaints  regarding  accounting,   internal  controls,   and  other
           auditing matters and for the  confidential,  anonymous  submission by
           Company   officers/employees   of  concerns  regarding   questionable
           accounting or auditing matters;
         o To  provide an open  avenue of  communication  among the  independent
           accountants,  financial  and executive  management,  and the Board of
           Directors, always emphasizing that the independent  accountants  are
           accountable to the Audit Committee; and
         o To perform such other duties as are directed by the Board of
           Directors.

ITEMS 6. - 9.

         Not Applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements of Businesses Acquired.

             Not Applicable.

         (b) Pro Forma Financial Information.

             Not Applicable.

         (c) Exhibits.

             Not Applicable.

                                   SIGNATURES

         In accordance with 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, hereunto duly authorized.

                                  GENEMAX CORP.

Date: February 17, 2004           By: /s/
                                      __________________________________________
                                          Ronald L. Handford
                                          President and
                                          Chief Executive Officer