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

                                   FORM 10-QSB

 (Mark One)

 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

                                       or

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

 For the transition period from

                         Commission File Number: 0-27239

                                  GENEMAX CORP.
             (Exact name of registrant as specified in its charter)

          Nevada                                  88-0277072
 (State of incorporation)               (I.R.S. Employer Identification No.)

                         1681 Chestnut Street, Suite 400
                           Vancouver, British Columbia
                                 Canada V6J 4M6
                                 ______________
                    (Address of Principal Executive Offices)

                                 (604) 331-0400
                                 ______________
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 [X] Yes [ ] No

Number of shares outstanding of the issuer's Common Stock:

               Class                        OUTSTANDING AT SEPTEMBER 30, 2004
               _____                        _________________________________
 Common Stock, $0.001 par value                         20,103,875

                                   FORM 10-QSB
                                      INDEX

Part I -- FINANCIAL INFORMATION

         Item 1.  Financial Statements
                  Consolidated  Balance Sheets,  September 30, 2004
                    (unaudited) and December 31, 2003                         3
                  Consolidated  Statements of Operations for the nine
                    months and three months ended September 30, 2004
                    and 2003 (unaudited) and for the period from July
                    27, 1999 (inception) to September 30, 2004 (unaudited)    4
                  Consolidated Statements of Cash Flows for the nine
                    months ended September 30, 2004 and 2003 (unaudited)
                    and for the period from July 27, 1999 (inception) to
                    September 30, 2004 (unaudited)                            5
                  Notes to Interim Consolidated Financial Statements          6

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                       16

         Item 3.  Controls and Procedures                                     19

Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                           19

         Item 2.  Changes in Securities and Use of Proceeds                   21

         Item 3.  Defaults Upon Senior Securities                             21

         Item 4.  Submission of Matters to a Vote of Security Holders         21

         Item 5.  Other Information                                           21

         Item 6.  Exhibits and Reports on Form 8-K                            21

                                       2

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                       INTERIM CONSOLIDATED BALANCE SHEETS

                                                                                               September 30,    December 31,
                                                                                                   2004             2003
_______________________________________________________________________________________________________________________________
                                                                                                (unaudited)

                                                            ASSETS

CURRENT ASSETS
   Cash                                                                                           $   28,567        $  19,451
   Prepaid expenses                                                                                    1,555            1,033
_______________________________________________________________________________________________________________________________

                                                                                                      30,122           20,484

FURNITURE AND EQUIPMENT, (Note 4)
                                                                                                      44,064           72,722
         net of depreciation of $150,164 (2003 - $121,506)
DEFERRRED FINANCE FEES (Notes 2 and 5)                                                               190,857                -
_______________________________________________________________________________________________________________________________

                                                                                                  $  265,043        $  93,206
===============================================================================================================================

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                       $  965,945       $  661,755
   Convertible loans payable (Note 5)                                                                464,600                -
   Due to related parties (Note 6)                                                                   173,486           75,196
_______________________________________________________________________________________________________________________________

                                                                                                   1,604,031          736,951
_______________________________________________________________________________________________________________________________

COMMITMENTS AND CONTINGENCIES (Notes 1, 3, 6 and 9)

STOCKHOLDERS' EQUITY
   Capital stock  (Note 7)
      Common stock, $0.001 par value, 50,000,000 shares authorized
       20,103,875shares issued and outstanding (2003 - 18,808,034)                                    20,104           18,808
   Additional paid-in capital                                                                      9,222,398        8,401,949
   Common stock purchase warrants                                                                    801,550          734,085
   Deficit accumulated during the development stage                                              (11,341,470)      (9,751,665)
    Accumulated other comprehensive income (loss)                                                    (41,570)         (46,922)
_______________________________________________________________________________________________________________________________

                                                                                                  (1,338,988)        (643,745)
_______________________________________________________________________________________________________________________________

                                                                                                  $  265,043        $  93,206
===============================================================================================================================

The  accompanying  notes  are an  integral  part of these  interim  consolidated
financial statements

                                       3

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                                                   July 27, 1999
                                                       Three months ended                Nine months ended          (inception)
                                                         September 30,                     September 30,            to September
                                                                                                                        30,
                                                     2004             2003            2004             2003             2004
__________________________________________________________________________________________________________________________________

                                                                                                        
INTEREST INCOME                                     $        -         $     -          $     -          $     -       $  26,571
__________________________________________________________________________________________________________________________________

   Consulting fees                                       3,000          27,295           17,832          112,013         638,692
   Consulting fees - stock based (Note 7)               32,875         246,125           59,125          807,625       2,810,400
   Depreciation                                          8,857          10,462           28,658           31,875         150,164
   License fees                                         60,103               -          121,557                -         328,800
   Management fees                                      42,979          57,175          149,919          168,865         864,491
   Office and general                                   62,062         171,935          228,042          782,281       1,400,669
   Professional fees                                    70,770          63,273          328,222          217,471       1,116,730
   Research and development                            116,362         409,079          600,346          977,726       3,248,030
   Research and development-stock based                      -               -                -                -         612,000
   Travel                                                2,402           7,805           55,504           50,332         198,065
__________________________________________________________________________________________________________________________________

                                                       399,410         993,149        1,589,805        3,148,188      11,368,041
__________________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                             $ (399,410)     $ (993,149)     $(1,589,805)     $(3,148,188)   $(11,341,470)
==================================================================================================================================

BASIC NET LOSS PER SHARE                            $    (0.02)     $    (0.06)     $     (0.08)     $     (0.19)
=================================================================================================================

WEIGHTED AVERAGE                                     20,103,875      17,290,563       19,878,027       16,606,984

     COMMON SHARES OUTSTANDING
=================================================================================================================

The  accompanying  notes  are an  integral  part of these  interim  consolidated
financial statements

                                       4

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                                July 27, 1999
                                                                                                               (inception) to
                                                                           Nine months Ended September 30       September 30
                                                                               2004              2003               2004
________________________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                   $ (1,589,805)      $ (3,148,188)     $ (11,341,470)
  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation                                                                  28,658             31,875            150,164
  - non-cash interest and finance fees                                            40,600                  -             40,600
  - non-cash consulting fees                                                           -                  -              5,750
  - non-cash license fees                                                              -                  -             10,500
  - stock-based compensation                                                      59,125            807,625          3,422,400
  - prepaid expenses                                                                (522)                 -              4,445
  - accounts payable                                                             415,389            483,791          1,062,860
________________________________________________________________________________________________________________________________

                                                                              (1,058,550)        (1,824,897)        (6,656,746)
NET CASH USED IN OPERATING ACTIVITIES
________________________________________________________________________________________________________________________________

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchase of furniture and equipment                                                  -             (2,251)          (194,228)
  Pre reverse acquisition advances from Eduverse                                       -                  -            250,000
  Cash acquired on reverse acquisition of Eduverse                                     -                  -            173,373
________________________________________________________________________________________________________________________________

                                                                                       -             (2,251)           229,145
NET CASH FROM (USED IN) INVESTING ACTIVITIES
________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                             550,000            988,000          5,695,360
  Deferred finance fees                                                          (85,976)                 -            (85,976)
  Convertible loans payable                                                      500,000                  -            500,000
  Loans payable                                                                        -                  -            136,245
  Advances from related parties                                                   98,290            301,592            252,109
________________________________________________________________________________________________________________________________

NET CASH FLOWS FROM FINANCING ACTIVITIES                                       1,062,314          1,289,592          6,497,738
________________________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES                                                    5,352            (21,780)           (41,570)
________________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                        9,116           (559,336)            28,567

CASH, BEGINNING OF PERIOD                                                         19,451            642,589                  -
________________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                         $     28,567       $     83,253      $      28,567
================================================================================================================================

SIGNIFICANT OTHER NON-CASH TRANSACTIONS:

   The Company  issued  52,900  shares of common  stock on the exercise of stock
   options at $1.00 per share, 304,370 shares of common stock on the exercise of
   stock options at $0.50 per share and 10,000 in settlement of accounts payable
   at $1.00 per share for  consideration  of the  settlement  and  assignment of
   amounts owing by the Company totaling $215,085 as described in Note 7.

The  accompanying  notes  are an  integral  part of these  interim  consolidated
financial statements

                                       5

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2004
________________________________________________________________________________
(unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

On May 9, 2002,  GeneMax Corp.  ("GMC" or "the Company"),  a Nevada  corporation
entered  into a letter of intent to acquire  100% of the issued and  outstanding
common shares of GeneMax  Pharmaceuticals  Inc. (a  development  stage  company)
("GPI"), in exchange for a total of 11,431,965 restricted shares of common stock
of GMC.  During July and  August,  2002 the Company  completed  the  transaction
pursuant  to  a  definitive  Share  Exchange  Agreement  and  issued  11,231,965
restricted  shares of common stock to the GPI stockholders and 200,000 shares of
common stock as a finder's fee.

GPI is a  private  Delaware  company  incorporated  July 27,  1999  which  has a
wholly-owned subsidiary,  GeneMax Pharmaceuticals Canada Inc. ("GPC"), a private
British Columbia company  incorporated May 12, 2000. GPI is a development  stage
company  which was formed for the purpose of building a  biotechnology  business
specializing in the discovery and development of immunotherapeutics aimed at the
treatment and  eradication  of cancer,  and therapies for  infectious  diseases,
autoimmune disorders and transplant tissue rejection.

During 2000 GPI and the University of British  Columbia  ("UBC")  entered into a
world-wide  license  agreement  providing  GPI the exclusive  license  rights to
certain patented and unpatented  technologies  originally invented and developed
by UBC.  Also  during  2000 GPI and UBC entered  into a  Collaborative  Research
Agreement  ("CRA")  appointing  UBC to  carry  out  further  development  of the
licensed  technology  and  providing  GPI the  option to  acquire  the rights to
commercialize   any  additional   technologies   developed  within  the  CRA  in
consideration  for  certain  funding  commitments  (Refer  to Note 3).  The lead
product  resulting from these  licenses is a cancer  immunotherapy  vaccine,  on
which the Company  has been  completing  pre-clinical  work in  anticipation  of
clinical  trials.  Specifically  the  Company has moved the  technology  through
issuance of a U.S.  patent,  tested  various viral vectors needed to deliver the
gene that forms the basis for the vaccine, licensed a preferred viral vector and
contracted  out  production  of clinical  grade  vaccine  (refer to Note 3). The
Company  plans to  continue  development  of the lead  product  vaccine  through
clinical  trials.  The other  technologies  licensed  include assays,  which the
Company plans to use for generation of a pipeline of immune-modulation products.
The assay technology acquired has received patent protection.

The consolidated financial statements have been prepared on the basis of a going
concern which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company has a working capital
deficiency of  $1,573,909,  a capital  deficiency of $1,338,988 and has incurred
significant  losses since  inception and further  losses are  anticipated in the
development  of its  products  raising  substantial  doubt  as to the  Company's
ability to continue as a going  concern.  The ability of the Company to continue
as a going  concern is dependent on raising  additional  capital to fund ongoing
research  and  development  and  ultimately  on  generating   future  profitable

                                       6

operations.  Costs relating to future  clinical  trials of the Company's  cancer
immunotherapy  vaccine are imminent as part of normal  product  development  and
advancement.  Since internally generated cash flow will not fund development and
commercialization   of  the  Company's   products,   the  Company  will  require
significant  additional  financial  resources  and will be  dependant  on future
financings to fund its ongoing research and development as well as other working
capital  requirements.  The Company's future capital requirements will depend on
many  factors  including  the rate and  extent  of  scientific  progress  in its
research and development  programs,  the timing,  cost and scope involved in its
clinical  trials,  obtaining  regulatory  approvals and pursuing  further patent
protections and the timing and costs of its commercialization activities.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial   information  and  conforms  with  instructions  to  Form  10-QSB  of
Regulation S-B. They may not include all  information and footnotes  required by
generally  accepted  accounting  principles for complete  financial  statements.
However,  except as disclosed herein,  there has been no material changes in the
information  disclosed  in the notes to the  financial  statements  for the year
ended  December 31, 2003 included in the Company's  Annual Report on Form 10-KSB
filed  with the  Securities  and  Exchange  Commission.  The  interim  unaudited
financial  statements  should  be  read  in  conjunction  with  those  financial
statements  included  in the Form  10-KSB.  In the  opinion of  Management,  all
adjustments  considered necessary for a fair presentation,  consisting solely of
normal recurring  adjustments,  have been made.  Operating  results for the nine
months ended  September 30, 2004 are not  necessarily  indicative of the results
that may be expected for the year ending December 31, 2004.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

BASIS OF PRESENTATION
These  consolidated  financial  statements  have been presented in United States
dollars  and  prepared  in  accordance  with United  States  Generally  Accepted
Accounting Principles ("US GAAP").

PRINCIPLES OF CONSOLIDATION
The  financial   statements   include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiaries  GPI and GPC as described in Note 1. All  significant
intercompany balances and transactions are eliminated on consolidation.

USE OF ESTIMATES AND ASSUMPTIONS
Preparation  of the Company's  financial  statements  in conformity  with United
States generally  accepted  accounting  principles  requires  management to make
estimates and assumptions  that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

                                       7

FURNITURE AND EQUIPMENT
Furniture  and  equipment  are stated at cost.  Depreciation  is computed at the
following rates over the estimated useful lives of the assets:  Office furniture
and  equipment  - 36  months  straight-line;  Laboratory  equipment  - 60 months
straight-line

DEFERRED FINANCE FEES
The Company defers direct costs  incurred in connection  with the sale of common
shares which are offset against the proceeds of the financing  upon  completion.
Costs  incurred in connection  with  Convertible  loans payable are deferred and
amortized  as a  financing  cost over the term of the  convertible  loans.  Upon
conversion of the loan, any unamortized  amount of deferred financing costs will
be charged to stockholders' equity as a cost of financing.

RESEARCH AND DEVELOPMENT COSTS
The Company has acquired  exclusive  development and marketing rights to certain
technologies through a License Agreement and a Collaborative  Research Agreement
with UBC.  The rights and license  acquired  are  considered  rights to unproven
technology  which may not have alternate  future uses and  therefore,  have been
expensed as incurred as research and  development  costs.  Also,  ongoing  costs
incurred in connection with the Collaborative  Research Agreement are considered
costs  incurred in the  development  of unproven  technology  which may not have
alternate future uses and therefore,  have been expensed as incurred as research
and development costs.

FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the  requirements of SFAS No. 107, the Company has determined
the  estimated  fair  value of  financial  instruments  using  available  market
information and appropriate valuation methodologies. The fair value of financial
instruments  classified as current assets or liabilities including cash, prepaid
expense,  loans and  accounts  payable  and due to related  parties  approximate
carrying value due to the short-term maturity of the instruments.

NET LOSS PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Dilutive  earnings (loss) per share reflect
the  potential  dilution of  securities  that could share in the earnings of the
Company.  The  accompanying  presentation is only of basic loss per share as the
potentially dilutive factors are anti-dilutive to basic loss per share.

FOREIGN CURRENCY TRANSLATION
The financial  statements are presented in United States dollars.  In accordance
with  Statement of Financial  Accounting  Standards  No. 52,  "Foreign  Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar  equivalents  using foreign  exchange  rates which
prevailed at the balance  sheet date.  Revenue and expenses  are  translated  at
average rates of exchange during the year. Related  translation  adjustments are
reported as a separate  component  of  stockholders'  equity,  whereas  gains or
losses resulting from foreign  currency  transactions are included in results of
operations.

                                       8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
________________________________________________________________________________

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on  deferred  income tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  At  September  30, 2004 a full  deferred  tax asset  valuation
allowance has been provided and no deferred tax asset benefit has been recorded.

STOCK-BASED COMPENSATION
In December  2002, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard  No.  148,  "Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure"   ("SFAS  No.  148"),  an  amendment  of  Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The  purpose of SFAS No. 148 is to: (1) provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based  employee  compensation,  (2) amend the disclosure
provisions  to require  prominent  disclosure  about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2003.

The  Company  has  elected to  continue  to  account  for  stock-based  employee
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees",
("APB No.  25") and comply  with the  disclosure  provisions  of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the  Company  applies  the fair  value  method  using the  Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No.  25,  compensation   expense  for  employees  is  recognized  based  on  the
difference, if any, on the date of grant between the estimated fair value of the
Company's  stock and the  amount an  employee  must pay to  acquire  the  stock.
Compensation  expense is recognized  immediately  for past services and pro-rata
for future services over the option-vesting period.

The following  table  illustrates  the pro forma effect on net income (loss) and
net  income  (loss)  per  share  as if the  Company  had  accounted  for its for
stock-based  employee  compensation  using the fair value provisions of SFAS No.
123 using the assumptions as described in Note 7:

                                                                  For the nine months ended September 30,
                                                                  2004                  2003
                                                                  ____________________________________________

           Net loss for the period as reported                    $     (1,589,805)     $     (3,148,188)
           SFAS 123 compensation expense                                  (274,500)              (46,500)
                                                                  ____________________________________________

           Pro-forma net loss for the period                      $     (1,864,305)     $     (3,194,688)
                                                                  ============================================

           Pro-forma basic net loss per share                     $          (0.09)     $          (0.19)
                                                                  ============================================

In accordance with SFAS No. 123, the Company applies the fair value method using
the  Black-Scholes  option-pricing  model in accounting  for options  granted to
consultants.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18,  "Accounting  for  Equity  Instruments  That Are  Issued  to  Other  Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs  are  measured  at  the  estimated  fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

                                       9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
________________________________________________________________________________

The  Company  has  also  adopted  the  provisions  of the  Financial  Accounting
Standards  Board  Interpretation  No.44,  Accounting  for  Certain  Transactions
Involving  Stock  Compensation - An  Interpretation  of APB Opinion No. 25 ("FIN
44"),  which provides  guidance as to certain  applications of APB 25. FIN 44 is
generally  effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

NOTE 3 - RESEARCH AGREEMENTS

UNIVERSITY OF BRITISH COLUMBIA ("UBC")
Effective  September  14, 1999 GPI entered into an Option  Agreement  ("Option")
whereby  UBC  granted  GPI an  option to obtain a  world-wide  license  from UBC
providing GPI the exclusive  license  rights to certain  patented and unpatented
cancer immuno-therapy technologies originally invented and developed by UBC. The
Option was for a term of 180 days and prior to being  eligible to  exercise  the
Option,  GPI was to make a reasonable  commercial effort to raise equity funding
in an amount not less than  CAN$1,000,000  to fund  ongoing  research  and issue
500,000  founders'  common shares to UBC and an additional  3,600,000  founders'
common  shares  to  certain  principals  involved  in the UBC  research.  Having
satisfied all of the  conditions  on or before March 6, 2000,  GPI exercised the
Option and obtained from UBC, the exclusive  license  rights as described  above
for meeting the specific terms of the Option plus a further  payment of $78,743.
The License will  terminate  after 15 years or upon the  expiration  of the last
patent obtained relating to the licensed  technology.  The cost of obtaining any
patents will be the  responsibility of GPI. The technology  remains the property
of UBC,  however,  it may be utilized and improved by GPI.  Concurrent  with the
execution of the license the head researcher at UBC became a director of GPI.

GPI and UBC  entered  into a  Collaborative  Research  Agreement  ("CRA")  dated
September  1,  2000  appointing  UBC to carry  out  further  development  of the
licensed  technology  and  providing  GPI the  option to  acquire  the rights to
commercialize   any  additional   technologies   developed  within  the  CRA  in
consideration for certain funding commitments totaling CAN$498,980 to be paid in
four equal  installments of CAN$124,725 due upon execution of the CRA, September
30, 2000, January 1, 2001 and March 31, 2001 of which $374,215 was paid. Through
a series of  amendments  between  November 28, 2000 and  September 9, 2002,  the
funding  commitment  was  increased  to a  total  of  CAN$  2,973,049  of  which
CAN$991,515  was to be paid for the year ended December 31, 2002,  CAN$1,135,801
to be paid in 2003 and  CAN$471,518 to be paid in 2004. As at September 30, 2004
CAN$235,759  (December 31, 2003 - CAN$471,518) is payable in connection with the
CRA, plus non-invoiced amounts for the month of September 2004 (estimated by the
Company to be approximately  CDN$78,000).  In addition,  as required by the CRA,
GPI has purchased  certain  laboratory  equipment in connection with the ongoing
research.  Although the current  contract  period ended on August 31, 2004,  the
Company  anticipates  negotiating  an amendment for an extension of the contract
with UBC in the near  future,  which would  incorporate  amounts  owing for work
carried out on behalf of the Company by UBC subsequent to August 31, 2004.

During the quarter ended March 31, 2004, the Company  entered in to an exclusive
worldwide  license  agreement  with UBC for the use of a novel assay  technology
intended  to be used to  screen  and  select  new  drugs  that  regulate  immune
responses.  The term of the  license  is for the longer of 20 years and the last
expiry of a patent obtained in connection with the technology.  In consideration
for the license, during 2003 the Company paid to UBC 10,000 restricted shares of
common stock with a fair value of $10,000 and must pay an annual maintenance fee
of $500 and all costs required to obtain any patents related thereto.

Canadian Network for Vaccines and Immunotherapeutics of Cancer and Chronic Viral
Diseases  ("CANVAC")  Effective  January 1, 2001 GPI and UBC entered  into a one
year Network Affiliate  Agreement with CANVAC (the "CANVAC  Agreement")  whereby
CANVAC  would  provide  a grant  to GPI and UBC to  further  fund  the  research
activities in connection with the CRA. Under the terms of the CANVAC  Agreement,
CANVAC would provide a CAN$85,000  research  grant to UBC upon GPI  contributing
CAN$117,300 towards the UBC research.  The amounts paid by GPI do not qualify as
amounts paid under the CRA funding  schedule  outlined  above.  During 2001, all
amounts required under the CANVAC agreement were paid to UBC by GPI. During 2002
CANVAC  contributed  a further  CAN$56,100  to  continue  funding  the  research
activities  until June 30, 2003. As at September 30, 2004 GPI owes CAN$38,709 to
UBC to fund GPI's obligations under the CANVAC Agreement.

                                       10

NOTE 3 - RESEARCH AGREEMENTS (CONT'D)

CRUCELL HOLLAND B.V. ("CRUCELL") - RESEARCH LICENSE AND OPTION AGREEMENT
Effective  August 7, 2003  Crucell  and GPI  entered  into a five year  Research
License and Option  Agreement  whereby  Crucell  granted to GPI a  non-exclusive
worldwide  license  for  the  research  use of its  adenovirus  technology.  The
Agreement includes an option for a non-exclusive worldwide commercial license to
manufacture, use, offer for sale, sell and import products using the technology.
Under the terms of the  agreement,  the Company is required to make  initial and
ongoing option  maintenance  payments over the five year term totalling  450,000
Euros. To December 31, 2003 the Company had made all payments required totalling
$115,490  (100,000  Euros),  a further  $60,864  was  incurred  during the first
quarter of 2004 (50,000 Euros) and a further $60,103 (50,000 Euros) was incurred
during the third quarter of 2004 leaving $120,967 owing as at September 30, 2004
under the terms of the agreement.

MOLECULAR MEDICINE BIOSERVICES, INC. ("MOLECULAR MEDICINE") - PRODUCTION SERVICE
AGREEMENT
Effective  March 18, 2003  Molecular  Medicine and GMC entered into a Production
Service Agreement,  as amended by a Production Service Agreement Amendment dated
August  29,  2003,   whereby  Molecular   Medicine  will  produce,   under  Good
Manufacturing  Practices,  the clinical vector for delivery of the TAP gene used
in the Company's cancer immunotherapy  product. The product will incorporate the
Crucell vector and GMC 's TAP1 gene.  Total  obligations  under the contract are
$232,000 payable to Molecular Medicine plus an estimated $110,000 to $145,000 in
third-party  testing  costs.  To  December  31,  2003 the  Company  has made all
payments required under the terms of the agreement totalling $108,500 and during
2004 a further $15,000 has been incurred and is owing as at September 30, 2004.

NOTE 4 - FURNITURE AND EQUIPMENT

                                              September 30,    December 31,
                                              2004             2003
                                              ________________________________
                                              (unaudited)

           Office furniture and equipment     $      10,425    $     10,425
           Laboratory equipment                     183,803         183,803
                                              ________________________________

                                                    194,228         194,228
           Less: accumulated depreciation          (150,164)       (121,506)
                                              ________________________________

                                              $      44,064     $    72,722

                                              ================================

NOTE 5 -CONVERTIBLE NOTES PAYABLE

During  the  quarter  ended  June 30,  2004 the  Company  issued  two  unsecured
convertible  promissory  notes in the  principal  amount of $500,000,  that bear
interest at 8% per annum and are due twelve  months from the date of issue.  The
unpaid  amount of  principal  and  interest  may be converted at any time at the
holder's  option into shares of the  Company's  common stock at a price of $0.60
per share.  In  addition,  the holders of the notes were  granted  common  stock
purchase warrants  entitling the holder to purchase an additional 416,667 shares
of the  Company's  common  stock at a price of $0.66 per share for a period of 2
years and the Company granted a further  125,000 common stock purchase  warrants
with an estimated  fair value of $15,000 as a finder's fee  entitling the holder
to purchase an additional 83,333 shares of the Company's common stock at a price
of $0.60 per share for a period of 2 years and  41,667  shares of the  Company's
common stock at a price of $0.66 per share for a period of 2 years.  The Company
also incurred $74,100 of costs in connection with this financing  resulting in a
total of $89,100 being  recorded as deferred  finance fees.  These costs will be
expensed  over the term of the  convertible  promissory  notes or the  remaining
unamortized  amount  will be  charged to  stockholders'  equity if the notes are
converted.  As of September 30, 2004,  $36,000 of the deferred finance fees have
been expensed. As at September 30 2004 $11,667 of accrued and unpaid interest is
included in accounts payable.

                                       11

NOTE 5 -CONVERTIBLE NOTES PAYABLE (CONT'D)

The fair value of the convertible  promissory notes at issuance was estimated to
be  $450,000  based  on an  estimated  fair  value  interest  rate on debt  with
comparable  risk  profiles  of 20%.  As a result,  the fair  value of the equity
component of this  instrument  (comprised of the common stock purchase  warrants
and the debt conversion feature) was estimated to be the remaining $50,000.  The
equity component was attributed  entirely to the common stock purchase  warrants
and recorded as a separate  component of stockholders'  equity as the conversion
feature  did not to have a  beneficial  intrinsic  value and its fair  value was
otherwise  determined  not to be  material.  The  Company  will record a further
interest  expense  over the  term of the  notes of  $50,000  resulting  from the
difference  between  the  stated  and fair  value  interest  rates such that the
carrying  value of the notes will be  increased to the face value of $500,000 at
maturity.  To September 30, 2004 a further  interest expense of $14,600 has been
accrued resulting in a carrying value of the notes of $464,600.

NOTE 6 -RELATED PARTY TRANSACTIONS

Effective  December 31, 2003 the Board of Directors of the Company  approved the
amendment of an existing  consulting  agreement  for  research  and  development
services and an existing  management  services agreement between the Company and
two  officers  and  directors  of the  Company.  Under the terms of the  amended
agreements,   the  two  directors  will  be  paid   CAN$15,158  and  CAN$13,375,
respectively,  commencing  January 1, 2004 for terms ending February 1, 2005 and
March 6, 2006.

Also  the  Board of  Directors  of the  Company  agreed  to  grant  to Dr.  Wilf
Jefferies,  one of the above  noted  directors  and the head  researcher  at UBC
(refer to Note 4), up to a five year  anti-dilution  right whereby Dr. Jefferies
will be  guaranteed  the  rights,  subject to  achieving  certain  developmental
milestones,  allowing him to purchase and own (by way of stock  options,  and/or
convertible  preferred  shares  or as  otherwise  determined  by  the  Board  of
Directors) not less than 25% of the fully diluted  outstanding  shares of common
stock of the Company, with such anti-dilution rights, terms and conditions being
subject to  applicable  regulatory  approvals.  As at September  30,  2004,  Dr.
Jefferies  owned or had  rights  to 17.4%  (December  31,  2003 - 19.4%)  of the
Company's fully diluted shares of common stock.

Effective  December  31, 2003 the Board of  Directors  of the  Company  approved
entering into a  month-to-month  management  consulting  agreement  with another
officer and  director  for services for the period from January 1, 2004 to April
15, 2004 for a total of approximately $32,000. During the quarter ended June 30,
2004 this director  resigned and  accordingly  $20,642 has been  reclassified as
accounts payable.

During the period the Company  entered into an agreement  with the Company's new
CFO.  Under the terms of the agreement the CFO will be paid a total of CAN$5,350
per month for twelve months ending May 21, 2005. In addition, in connection with
this agreement the Company granted the CFO 100,000 stock options as described in
Note 7.

During the period the Company  entered into an agreement  with the Company's new
Chief Operating  Officer ("COO").  Under the terms of the agreement the COO will
be paid a daily fee of Cdn. $1,000 plus GST to a maximum of 2 days per week. The
agreement  commenced  as of August 30, 2004 and will  continue for one year from
that date. The Company also granted to the COO 300,000 stock options exercisable
at US$0.50 per share as described in Note 7.

The following amounts have been incurred to these related parties:

                                                 Nine months ended September 30,
                                                 2004               2003
                                                 _______________________________

           Consulting fees                       $       -          $  31,000
           Management fees                         139,919            168,865
           Research and development                102,759            100,979
                                                 _______________________________

                                                 $ 242,678          $ 300,844

                                                 ===============================

                                       12

NOTE 6 -RELATED PARTY TRANSACTIONS (CONT'D)

The Company has total commitments remaining relating to the above management and
consulting  agreements for the period ended December 31, 2004 and the year ended
December 31, 2005 of approximately $120,909 and $441,264 respectively.

During the  period  ended  September  30,  2004,  GPI and the  Company  incurred
$242,678  in fees to these  related  parties,  made  payments  of  $123,746  and
reclassified  $20,642 to accounts  payable  resulting in $173,486 owing to these
related parties as at September 30, 2004 (December 31, 2003 - $75,196).  Amounts
due to related parties are unsecured,  non-interest bearing and have no specific
terms of repayment.

Refer to Notes 3 and 8

NOTE 7 - CAPITAL STOCK

The  authorized  capital of the Company  consists of  50,000,000  voting  common
shares  with $0.001 par value and  5,000,000  non-voting  preferred  shares with
$.001 par value.  Effective  December 31, 2003 the Company's  board of directors
approved an increase in the  authorized  capital to  300,000,000  voting  common
shares  and  50,000,000  non-voting  preferred  shares  subject  to  shareholder
approval which has not been obtained to date.

During  the period  the  Company  issued  52,900  shares of common  stock on the
exercise of stock options at $1.00 per share the consideration for which was the
settlement of accounts payable owing to the option holder totalling $52,900.

During the period  the  Company  issued  304,370  shares of common  stock on the
exercise of stock options at $0.50 per share for proceeds of $152,185  which was
paid by way of offset of  amounts  originally  owing by the  Company  to certain
consultants  of the Company which were assigned by these  consultants to certain
options holders.  These amounts were originally owing by the Company as a result
of cash advances made to the Company  totalling $50,000 and expenses incurred on
behalf of the Company totalling $102,185.

During the period the Company  commenced a private  placement  of units at $0.70
per unit. Each unit consists of one common share and one share purchase warrant.
Each share purchase warrant entitles the holder to purchase an additional common
share of the  Company  at a price of $0.70 per share for a period of two  years.
The Company  issued  857,143  shares of common  stock on the purchase of 857,143
units for total proceeds of $600,000. The Company issued 71,428 shares of common
stock as a  placement  fee and paid a further  $50,000 in  connection  with this
financing.  The fair value of the warrants  was  estimated to be $60,000 and was
recorded as separate component of stockholders' equity.

During the period the Company issued 10,000 shares of common stock on settlement
of accounts payable of $10,000

STOCK OPTION PLAN

On  September  30,  2002 the Board of  Directors  of the  Company  approved  the
adoption of a new stock option plan (the "Plan") allowing for the granting of up
to 3,500,000  options to directors,  officers,  employees and consultants of the
Company and its subsidiaries.  Options granted under the Plan shall be at prices
and for terms as determined  by the Board of Directors  with terms not to exceed
10 years. The Plan further provides that the Board of Directors may grant to any
key  personnel  of the Company who is eligible to receive  options,  one or more
Incentive  Stock  Options at a price not less than fair  market  value and for a
period  not to exceed 10 years  from the date of grant.  Options  and  Incentive
Stock Options granted under the Plan may have vesting requirements as determined
by the Board of Directors.

Effective  April 16,  2003 the Board of  Directors  approved  an increase in the
number of options  available  under the Plan from  3,500,000 to 4,500,000.  Also
effective  July 9, 2003 the Company filed a Form S-8  Registration  Statement to
register  500,000  shares in connection  with the Plan.  Effective  December 16,
2003,  the Board of  Directors  approved  the further  increase in the number of
options  available  under the Plan from 4,500,000 to 10,000,000,  and during the
current period filed a Form S-8  Registration  Statement  effective  January 26,
2004 to register a further 2,250,000 shares in connection with the Plan.

                                       13

NOTE 7 - CAPITAL STOCK (CONT'D)

STOCK OPTIONS

The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance  with the  provisions of APB No. 25 and complies with the  disclosure
provisions of SFAS No. 123 and SFAS No. 148. In accordance with SFAS No. 123 the
Company  applies the fair value  method using the  Black-Scholes  option-pricing
model in connection  with  accounting for options granted to consultants and the
disclosure provision relating to options granted to employees.

In connection  with the reverse  acquisition of GPI, the Company granted a total
of  2,135,000  stock  options to previous  holders of stock  options of GPI with
terms and conditions  consistent with their original GPI stock options. Of these
stock  options,  150,000 are subject to straight line vesting for a period of 36
months  commencing  October 1, 2002.  The fair  value of these  incentive  stock
options will be recorded as compensation  expense over the vesting  period.  The
fair value of these options at the date of grant of $142,500 was estimated using
the  Black-Scholes  option pricing model with an expected life of three years, a
risk-free  interest rate of 4% and an expected  volatility of 226%. To September
30, 2004 a total of $95,000  (December  31, 2003 - $59,375) has been recorded as
consulting fees in connection with these options.

During the period the Company granted 100,000 stock options to the Company's new
CFO at a price of $0.70 per share with 50% subject to immediate  vesting and the
remaining  50%  vesting  over time or subject  to  achieving  certain  financing
milestones.  These options were granted at a price less than the market price at
the date of grant and, in accordance with APB 25, this intrinsic value of $5,000
will be expensed  upon vesting of the options of which $2,500 has been  expensed
as at June 30, 2004. The  additional  fair value of these options at the date of
grant of $67,000 was estimated using the Black-Scholes option pricing model with
an expected life of five years, a risk-free  interest rate of 3% and an expected
volatility of 182%.  This additional fair value will be disclosed in Note 2 on a
pro-forma basis upon vesting of the options.

During the period the Company  granted  550,000  stock options to an officer and
directors of the Company and 25,000 stock  options to a consultant at a price of
$0.50 per share for a period of five years  subject to  immediate  vesting.  The
fair value of the consultant  options of $21,000 was expensed  during the period
and the fair value of the officer  and  director  options of  $241,000  has been
disclosed in Note 2 on a pro-forma.  The fair value of these options at the date
of grant totalling $262,000 was estimated using the Black-Scholes option pricing
model with an expected life of five years,  a risk-free  interest rate of 3% and
an expected volatility of 185%.

Of the stock options granted to date, a total of 160,000  originally  granted at
prices  ranging  from $1.90 per share to $8.50 per share have been  repriced  to
$1.00  per  share  and as a  result,  are  subject  to  variable  accounting  in
accordance  with the  provisions of the  Financial  Accounting  Standards  Board
Interpretation  No.44,  Accounting  for  Certain  Transactions  Involving  Stock
Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"). No adjustment
was  required  during the period  relating  the  variable  accounting  for these
incentive stock options.

The Company's stock option activity is as follows:

                                                                                                   Weighted Average
                                                             Number of        Weighted Average     Remaining
                                                             options          Exercise Price       Contractual Life
                                                             ________________________________________________________

         Balance, December 31, 2002                           3,168,000        $  0.86                   2.27 years

         Granted during the year                              4,325,000           0.59
         Forfeited during the year                             (420,000)          1.00
         Exercised during the year                           (2,318,630)          0.61
                                                             ________________________________________________________

         Balance, December 31, 2003                           4,754,370           0.74                   5.55 years
         Granted during the period*                             675,000           0.53
         Forfeited during the period                            (20,000)          1.00
         Exercised during the period                           (357,270)          0.57
                                                             ________________________________________________________

         Balance, June 30, 2004                               5,052,100        $  0.72                   4.66 years

                                                             ========================================================

                                       14

NOTE 7 - CAPITAL STOCK (CONT'D)

SHARE PURCHASE WARRANTS
The Company's share purchase warrant activity is as follows:

                                                                                                   Weighted Average
                                                            Number of         Weighted Average     Remaining
                                                            warrants          Exercise Price       Contractual Life
                                                            _________________________________________________________

           Balance, December 31, 2002                          846,860           $   1.95           2.71 years
           Issued during the year                              299,175               1.93
           Exercised during the year                                 -                  -
           Expired during the year                             (69,500)              2.82
                                                            _________________________________________________________

           Balance, December 31, 2003                        1,076,535               1.89           1.53 years
           Issued during the period                          1,398,810               0.68
           Exercised during the period                               -                  -
           Expired during the period                          (279,675)              1.54
                                                            _________________________________________________________

           Balance, September 30, 2004                       2,195,670           $   1.16           1.34 years
                                                            ================= ==================== ==================

NOTE 8 - INCOME TAXES

There were no temporary  differences  between GPI's tax and financial bases that
result in deferred  tax assets,  except for the  Company's  net  operating  loss
carryforwards  amounting  to  approximately  $7,920,000  at  September  30, 2004
(December 31, 2003 - $6,388,000)  which may be available to reduce future year's
taxable income. These carryforwards will expire, if not utilized,  commencing in
2008.  Management  believes  that the  realization  of the  benefits  from these
deferred tax assets  appears  uncertain due to the Company's  limited  operating
history and continuing losses.  Accordingly a full, deferred tax asset valuation
allowance has been provided and no deferred tax asset benefit has been recorded.

NOTE 9 - CONTINGENT LIABLITY

GeneMax has requested that its transfer agent, X-Clearing Corp., deliver company
documents to a new transfer  agent.  X-Clearing  is claiming a security  lien on
company  documents.  Management  is in the process of assessing  the validity of
X-Clearing's  claim.  Following filing of a complaint by GeneMax,  a preliminary
court hearing was held in Denver CO on September 22, 2004,  following which both
sides  agreed  to  attempt  a  voluntary  mediation  process.  No  agreement  or
settlement has been reached through this process to date and the amount at issue
is not determinable at this time.

                                       15

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         Statements  made in this Form 10-QSB that are not historical or current
facts  are  "forward-looking  statements"  made  pursuant  to  the  safe  harbor
provisions  of  Section  27A of the  Securities  Act of 1933,  as  amended  (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act").  These  statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate,"  "approximate" or "continue," or the negative  thereof.  The Company
intends that such forward-looking  statements be subject to the safe harbors for
such  statements.  The  Company  wishes to caution  readers  not to place  undue
reliance on any such forward-looking statements, which speak only as of the date
made. Any forward-looking  statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to
risks,  uncertainties  and important  factors  beyond the control of the Company
that could cause actual results and events to differ  materially from historical
results of operations and events and those  presently  anticipated or projected.
The Company disclaims any obligation  subsequently to revise any forward-looking
statements to reflect events or  circumstances  after the date of such statement
or to reflect the occurrence of anticipated or unanticipated events.

OVERVIEW

         The  Company  has  raised  $4,930,315  in  funding  since  the May 2002
announcement of the GeneMax Pharmaceuticals acquisition for all subscriptions of
the Company's common stock (including  option  exercises).  Management  believes
that an estimated $14,000,000 is required over the next three years for expenses
associated  with the balance of  pre-clinical  development  and  commencement of
Phase I-II clinical trials for the TAP Cancer Vaccine and for various  operating
expenses. Assuming the Company raises additional funds, we plan to continue with
preclinical work in the next quarter, including the advancement of the Molecular
Medicine  contract  for  production,  optimization  and  testing  of the  cancer
vaccine.

         The  Company's   contract  with  The  University  of  British  Columbia
("Collaborative   Research   Agreement"  or  "CRA")  expired   pursuant  to  its
Termination Date of August 31, 2004;  however,  the Company intends to negotiate
an  extension/renewal of the CRA in the near future. The failure to successfully
negotiate  an  extension  or renewal  of the CRA could  have a material  adverse
effect upon the Company and its operations.

         The Company has not generated any cash flow to fund its  operations and
activities  due primarily to the nature of lengthy  product  development  cycles
that are normal to the  biotech  industry.  Therefore,  the  Company  must raise
additional  funds in the future to continue  operations.  The Company intends to
finance its operating  expenses with further  issuances of common stock or other
securities.  The Company believes that anticipated  private placements of equity
capital and debt financing, if successful, may be adequate to fund the Company's
operations over the next twelve months.  Thereafter, the Company expects it will
need to raise additional capital to meet long-term operating requirements.

                                       16

During  the  quarter  we  advanced  work  on the  Molecular  Medicine  contract.
Management believes that the first phase of the contract is essentially complete
with the  delivery of vector  clones to the  Company.  We are  currently  in the
process of evaluating the vector clones.

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2004 Compared to Three Months Ended  September
30, 2003 and Nine Months Ended  September 30, 2004 Compared to Nine Months Ended
September 30, 2003

         Net revenues  during the three and nine months ended September 30, 2004
and 2003 were $0. The lack of revenues  during these  quarters was the result of
our continued focus on research and development of the TAP technologies.

         Consulting  fees for the quarter ended  September 30, 2004 were $ 3,000
as compared to $ 27,295 during the quarter ended  September 30, 2003, a decrease
of 89%.  Consulting  fees for the nine  months  ended  September  30,  2004 were
$17,832 as compared to $ 112,013  during the nine-month  period ended  September
30, 2003, a decrease of  approximately  84%. The decreased  consulting fees were
primarily  the  result  of the  reduction  in the use of  consultants  providing
services to the Company.

         Consulting  fees - stock based for the quarter ended September 30, 2004
were $ 32,875 as compared to $ 246,125  during the quarter  ended  September 30,
2003),  a decrease  of 87%.  Consulting  fees - stock  based for the nine months
ended  September  30,  2004 were  $59,125 as  compared  to  $807,625  during the
nine-month period ended September 30, 2003, a decrease of approximately 93%. The
decreased  consulting  fees were the  result of the  reduction  in stock  option
grants to consultants.

         License fees for the quarter  ended  September 30, 2004 were $60,103 as
compared to $ $0 during the quarter ended  September 30, 2003.  License fees for
the nine months ended  September 30, 2004 were $121,557 as compared to $0 during
the nine-month  period ended September 30, 2003. The license fees are the result
of a research  license and option  agreement with Crucell Holland B.V. on August
7, 2003  pursuant to which the Company is billed  semi-annually  for the license
fee.

         Management  fees for the quarter ended  September 30, 2004 were $42,979
as compared to $57,175  during the quarter ended  September 30, 2003, a decrease
of  approximately  25%.  Management fees for the nine months ended September 30,
2004 were $149,919 as compared to $168,865  during the  nine-month  period ended
September 30, 2003, a decrease of approximately 11%. The reduction in management
fees was due principally to the  termination of the ICI Consulting  Agreement on
December 31, 2003.

         Office and general  expenses for the quarter  ended  September 30, 2004
were  $62,062 as compared to $171,935  during the quarter  ended  September  30,
2003, a decrease of approximately  64%. Office and general expenses for the nine
months ended September 30, 2004 were $228,042 as compared to $782,281 during the
nine months  ended  September  30, 2003,  a decrease of  approximately  71%. The
decreased  office and general  expenses were primarily the result of a reduction
in investor relations  expenditures,  including media production,  mailing,  and
printing.

Professional  fees for the quarter  ended  September  30,  2004 were  $70,770 as
compared to $63,273 during the quarter ended  September 30, 2003, an increase of
approximately  12%.  Professional  fees for the nine months ended  September 30,
2004 were $328,222 as compared to $217,471  during the quarter  ended  September
30, 2003, an increase of approximately 51%. The increased professional fees were
primarily  the result of higher  legal  costs  relating to  potential  financing
opportunities.

                                       17

         Research and  development  expenses for the quarter ended September 30,
2004 were $116,362 as compared to $409,079  during the quarter  ended  September
30, 2003, a decrease of approximately 72%. Research and development expenses for
the nine months ended  September  30, 2004 were $600,346 as compared to $977,726
during the nine months ended  September  30,  2003, a decrease of  approximately
39%. The decrease in research and development  expenses was primarily the result
of reduced  contract  payments to Molecular  Medicine and the termination of the
CRA on August 31, 2004.

         Travel expenses for the quarter ended September 30, 2004 were $2,402 as
compared to $7,805  during the quarter  ended  September 30, 2003, a decrease of
approximately  69%. Travel expenses for the nine months ended September 30, 2004
were $55,504 as compared to $50,332  during the nine months ended  September 30,
2003, an increase of approximately 10%. The decreased travel expenses during the
quarter ended  September 30, 2004 were the result of decreased  travel  expenses
for financing and investor  relations  purposes that were incurred in 2003.  The
increase in travel  expenses  during the nine months ended  September  30, 2004,
were  primarily  the result of  increased  travel  for  financing  and  investor
relations purposes that were incurred in the quarter ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2004,  the Company had $28,567 in cash.  Generally,
the Company has financed  operations to date through the proceeds of the private
placement of equity and debt securities.

         Net cash used in  operating  activities  during the nine  months  ended
September  30, 2004 was  $1,058,550.  The  Company  had no  revenues  during the
quarter ended  September  30, 2004.  Expenditures  were  primarily the result of
research and development and professional fees.

         The Company has  recorded  $85,976 in deferred  finance  fees.  Of this
amount  $74,100 was the result of the issuance of the two  unsecured  promissory
notes  during the quarter  ended June 30,  2004.  The  remaining  $11,876 is the
result of the Company's  attempts to raise  additional  capital  through private
placements of shares of the Company's  common  stock.  The Company  continues to
seek additional  financings from multiple sources.  As of September 30, 2004, we
anticipate  that we will  need  significant  financing  to enable us to meet our
anticipated  expenditures for the next 18 months,  which is anticipated to be $6
million  assuming a single  Phase 1 clinical  trial  commences  within that time
frame.

         The  Company  is  currently  in  breach of the  Collaborative  Research
Agreement   with  UBC,   Research   License  and  Option   Agreement   with  UBC
(CDN$235,759.00 due June 1, 2004), Research License Agreement with Crucell (Euro
50,000 due  February 29, 2004 and a further Euro 50,000 due August 29, 2004) and
the Production  Service Agreement with Molecular Medicine ($15,000 due March 24,
2004)  because  of  failure  to  make  the  noted  payments  pursuant  to  these
agreements.  The Company's failure to cure the breach of these agreements within
the time frames  specified may result is  termination of these  agreements.  The
termination any of these  agreements  would have a material  adverse effect upon
the  Company  and its  business.  None of  these  material  agreements  has been
declared in default or been  terminated for cause.  The  Collaborative  Research
Agreement  with UBC  expired on August 31,  2004 as  scheduled,  and the Company
intends to negotiate a renewal.

                                       18

         The Company's financial  statements have been prepared assuming that it
will continue as a going concern and,  accordingly,  do not include  adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
operation.  Our  ability to continue as a going  concern is  dependent  upon our
ability to obtain the necessary  financing to meet our  obligations  and pay our
liabilities  arising from our business operations when they come due. We will be
unable to  continue  as a going  concern if we are  unable to obtain  sufficient
financing. The Company's future capital requirements will depend on many factors
including  the rate and  extent  of  scientific  progress  in its  research  and
development  programs,  the  timing,  cost and scope  involved  in its  clinical
trials,  obtaining  regulatory approvals and pursuing further patent protections
and the timing and costs of its commercialization activities.

         The  Company's  future  success  and  viability  are  dependent  on the
Company's ability to raise additional  capital through further private offerings
of its stock or loans from private  investors.  Additional  financing may not be
available upon acceptable  terms, or at all. If adequate funds are not available
or are not available on acceptable terms, the Company may not be able to conduct
its proposed business  operations  successfully,  which could  significantly and
materially restrict or delay the Company's overall business operations.

OFF-BALANCE SHEET ARRANGEMENTS

         The Company does not have any off-balance sheet  arrangements that have
or are  reasonably  likely to have a current or future  effect on the  Company's
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

ITEM 3.  CONTROLS AND PROCEDURES

         An  evaluation  was  conducted  under  the  supervision  and  with  the
participation of the Company's  management,  including  Ronald L. Handford,  the
Company's  Chief  Executive  Officer and Edward  Farrauto,  the Company's  Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure controls and procedures as of September 30, 2004. Based on
that  evaluation,  Mr.  Handford and Mr.  Farrauto  concluded that the Company's
disclosure controls and procedures were effective as of such date to ensure that
information  required to be  disclosed  in the reports  that it files or submits
under the Exchange Act, is recorded,  processed,  summarized and reported within
the time periods  specified in  Commission  rules and forms.  Such officers also
confirm  that  there  was no  change  in the  Company's  internal  control  over
financial  reporting  during the three months ended  September 30, 2004 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

GLOBAL SECURITIES LITIGATION

                                       19

         On approximately  September 4, 2002, the Company  initiated  litigation
against Global  Securities  Corporation and Union  Securities  Corporation  (the
"Defendants")  by filing a Writ of Summons and Statement of Claim in the Supreme
Court  of  British  Columbia,   Registry  No.  S024914  (the  "British  Columbia
Complaint").  The British  Columbia  Complaint  was modified in December 2002 to
include further  individual brokers as defendants and John or Jan Doe's 1-10 and
to  better  define  the  causes  of  action  (the  "Amended   British   Columbia
Complaint").  The claims made by the Company against the Defendants  involve the
alleged illegal naked short selling of the Company's shares of common stock. The
Company is seeking  damages from the Defendants  that include loss of investment
opportunity, injury to reputation, artificial issuance of shares that results in
devaluation of the Company's securities, and other damages.

         The  Defendants  have  filed  an  amended   statement  of  defense  and
counterclaim in response to the Company's  Amended Claim  generally  denying the
allegations and  counterclaiming  for defamation  relating to statements made by
the  Company  about the  litigation  in news  releases.  The Company has filed a
motion for document  production and for records from the Canadian Depository for
Securities.  The  Defendants  motion to obtain a summary  hearing on whether the
actions of the Defendants were unlawful was heard on January 28, 2004. The Court
dismissed  the  Defendants'  motion on February  6, 2004.  On April 30, 2004 the
Defendants  delivered a further  motion  seeking the  summary  dismissal  of the
Company's  claims on the basis that the Amended  Statement of Claim discloses no
reasonable  claim. The hearing of the various motions was adjourned in June 2004
and a new hearing date for the motions has not yet been set.

         The  Company is  currently  in  negotiations  with Global to settle the
dispute.  However,  there can be no  assurance  that such  negotiations  will be
successful.

         NEVADA LITIGATION

         On November 14, 2003,  the Company and Alexander  Cox, a shareholder of
the Company filed a complaint against various broker-dealers,  market makers and
clearing agents  allegedly  involved in naked short sales in the Second Judicial
District  Court of the State of  Nevada  (Case  No.  CV-N-03-0656-ECR-RAM).  The
complaint  alleges the  defendants  engaged in the  unlawful  "shorting"  of the
Company's shares of common stock, fraud, statutory misrepresentation, securities
law violations  pursuant to the Nevada  Securities Act,  negligence,  common law
misrepresentation,  breach  of the  covenant  of good  faith  and fair  dealing,
conversion,   deceptive  trade  practices,   racketeering,   interference   with
contracts,  interference with prospective economic advantages, prima facie tort,
and  conspiracy.  The  defendants  have filed an answer to our  complaint and on
March 8, 2004  filed a motion  to  dismiss  the  claims  in the  complaint.  The
dismissal was granted as to Knight Securities.

         X-CLEARING LITIGATION

          In  September  of 2004,  GeneMax  brought a civil  action in  Colorado
District Court for the City and County of Denver (Case No. 2004 CV 7271) seeking
replevin of its corporate  stock transfer  records from  X-Clearing  Corp.,  its
transfer agent.  The Company  alleges,  among other things,  that X-Clearing was
claiming  an  excessive  and  unwarranted  termination  fee  as a  condition  to
GeneMax's  proposed  termination  of its  services  as  transfer  agent and that
X-Clearing was wrongfully  withholding  GeneMax's shareholder and stock transfer
records in order to secure that claim. The Court conducted a replevin hearing on
September 22, 2004, and denied  GeneMax's  request for immediate  release of the
records.  The parties subsequently entered into a voluntary mediation process to
resolve  the  dispute.  X-Clearing  has not yet filed a  response  to  GeneMax's
complaint  on account of the ongoing  settlement  discussions.  The issue in the
settlement discussions is how much is to be paid to X-Clearing on account of the
proposed  termination  of its  services as  transfer  agent and the form of such
payment, which cannot be determined at this time.

                                       20

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

1.       Exhibits

         31.1     Certification of Chief Executive  Officer  Pursuant to Rule
                  13a-14(a) or 15d-14(a) of the Securities  Exchange Act of
                  1933, as amended.

         31.2     Certification of Chief Financial  Officer  Pursuant to Rule
                  13a-14(a) or 15d-14(a) of the Securities  Exchange Act of
                  1933, as amended.

         32.1     Certification Pursuant to 18 U.S.C. 1350 as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

2.       Form 8-K

         Form  8-K  filed  on  September  1,  2004  announcing   appointment  of
         Konstantine Sarafis as the Chief Operating Officer of the Corporation

                                       21

SIGNATURES

         Pursuant to 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 thereunto duly authorized.

         Date: November 19, 2004      GENEMAX CORP.

                                     /s/RONALD L. HANDFORD
                                     ___________________________________________
                                     Ronald L. Handford, Chief Executive Officer

                                     /s/EDWARD FARRAUTO
                                     ________________________________________
                                     Edward Farrauto, Chief Financial Officer

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Ronald Handford, certify that:

         I have reviewed this quarterly report on Form 10-QSB of Genemax Corp.;

1.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the period  discovered
     by this quarterly report;

2.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

3.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a.  designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b. evaluated the effectiveness of the registrant's  disclosure  control
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date") and;

         c.  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

4.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a. all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls, and

         b. any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

5.   The registrant's certifying officers and I have indicated in this quarterly
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

         Date:    November 19, 2004         /s/RONALD HANDFORD
                                            ___________________________________
                                               Ronald Handford, Chief Executive
                                               Officer

                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Edward Farrauto, certify that:

         I have reviewed this quarterly report on Form 10-QSB of Genemax Corp.;

1.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements were made, not misleading  with respect to the period  discovered
    by this quarterly report;

2.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

3.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a.  designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b. evaluated the effectiveness of the registrant's  disclosure  control
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date") and;

         c.  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

4.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent function):

         a. all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls, and

         b. any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

5.   The registrant's certifying officers and I have indicated in this quarterly
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

         Date:    November 19, 2004         /s/EDWARD FARRAUTO
                                            ___________________________________
                                               Edward Farrauto, Chief Financial
                                               Officer

                                                                    EXHIBIT 32.1

           CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                         RULE 13A-14(B) OR 15D-14(B) AND
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection  with the annual report of GeneMax Corp.  (the "Company")
on Form 10-QSB for the  quarter  ended  September  30,  2004,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Ronald L.
Handford,  Chief Executive Officer and Edward Farrauto,  Chief Financial Officer
of the Company,  each certifies for the purpose of complying with Rule 13a-14(b)
or Rule  15d-14(b) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:

1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of
    the Exchange Act; and
2.  the  information  contained in the Report fairly  presents,  in all material
    respects, the financial condition and results of operations of the Company.

 Date:  November 19, 2004             /s/RONALD L. HANDFORD
                                      __________________________________________
                                      Ronald L. Handford, President, Chief
                                      Executive Officer

Date:  November 19, 2004              /s/EDWARD FARRAUTO
                                      __________________________________________
                                      Edward Farrauto, Chief Financial Officer