U.S. 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 March 31, 2003

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

     For the transition period from _____ to _______

                         Commission file number 0-27239
                                  GENEMAX CORP.
                            __________________________
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0277072
           ________                                              __________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

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

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

                                       N/A
                                       ____
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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.

         Yes      X       No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                       Outstanding as of May 10, 2003
______                                      ______________________________
Common Stock, $0.001 par value                16,813,519

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

PART I.  FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

            CONSOLIDATED BALANCE SHEETS                                       2

            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                     3

            INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                     4

            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS                5

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION OR PLAN OF OPERATION

         ITEM 3. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                           25

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                   27

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             29

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         29

         ITEM 5. OTHER INFORMATION                                           29

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            30

SIGNATURES                                                                   30

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
____________________________

                                  GENEMAX CORP.
                             (FORMERLY EDUVERSE.COM)
                          (A DEVELOPMENT STAGE COMPANY)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2003

                                   (UNAUDITED)

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                       1

                                  GENEMAX CORP.
                             (FORMERLY EDUVERSE.COM)
                          (A DEVELOPMENT STAGE COMPANY)

                       INTERIM CONSOLIDATED BALANCE SHEETS

                                                                                              March 31, 2003    December 31,
                                                                                                                    2002
_______________________________________________________________________________________________________________________________
                                                                                                (unaudited)

                                     ASSETS

CURRENT ASSETS
   Cash                                                                                          $   375,379       $  642,589
   Prepaid expenses                                                                                    6,000            6,000
_______________________________________________________________________________________________________________________________

                                                                                                     381,379          648,589
FURNITURE AND EQUIPMENT, (Note 5)
   net of depreciation of $89,820 (2002 - $79,138)                                                   102,649          112,839
_______________________________________________________________________________________________________________________________

                                                                                                  $  484,028       $  761,428
===============================================================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable and accrued liabilities                                                       $  344,994       $  264,613
   Due to related parties (Note 6)                                                                    59,593           30,986
_______________________________________________________________________________________________________________________________

                                                                                                     404,587          295,599
_______________________________________________________________________________________________________________________________

COMMITMENTS AND CONTINGENCIES (Notes 1, 4 and 6)

STOCKHOLDERS' EQUITY
   Capital stock  (Note 7)
      Common stock, $0.001 par value, 25,000,000 shares authorized
        16,795,519 shares issued and outstanding (2002 - 15,847,519)                                  16,795           15,847
   Additional paid-in capital                                                                      4,317,592        3,621,665
   Common stock subscriptions                                                                              -          200,000
     Common stock purchase warrants                                                                  610,700          610,700
   Deficit accumulated during the development stage                                               (4,847,408)      (3,972,760)
    Accumulated other comprehensive income (loss)                                                    (18,238)          (9,623)
_______________________________________________________________________________________________________________________________

                                                                                                      79,441          465,829
_______________________________________________________________________________________________________________________________

                                                                                                  $  484,028       $  159,470
===============================================================================================================================

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

                                       2

                                  GENEMAX CORP.
                             (FORMERLY EDUVERSE.COM)
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                                                July 27, 1999
                                                                                                                (inception) to
                                                                              Three months Ended March 31         March 31,
                                                                                 2003              2002              2003
_______________________________________________________________________________________________________________________________
                                                                                                 (Note 1)          (Note 1)

INTEREST INCOME                                                                $          -       $        -       $     26,571
_______________________________________________________________________________________________________________________________

                                                                                                         
   Consulting fees                                                                   56,000           29,486            410,277
   Consulting fees - stock based (Note 8)                                            11,875                -            642,150
   Depreciation                                                                      10,682           10,181             89,820
   License fees                                                                           -                -             79,243
   Management fees                                                                   54,846           33,000            542,025
   Office and general                                                               365,757           19,011            613,003
   Professional fees                                                                 85,754           27,036            596,257
   Research and development                                                         274,776          112,649          1,807,816
   Travel                                                                            14,958            1,318             93,181
_______________________________________________________________________________________________________________________________

                                                                                    874,648          232,681          4,873,979
_______________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                                                        $   (874,648)     $  (232,681)     $ (4,847,408)
===============================================================================================================================

BASIC NET LOSS PER SHARE                                                       $      (0.05)     $     (0.02)
==============================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                       16,245,975       11,431,965
==============================================================================================================

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

                                       3

                                  GENEMAX CORP.
                             (FORMERLY EDUVERSE.COM)
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                                July 27, 1999
                                                                                                                (inception) to
                                                                              Three months Ended March 31         March 31,
                                                                                 2003              2002              2003
_______________________________________________________________________________________________________________________________
                                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                      $  (874,648)      $  (232,681)     $ (4,847,408)
  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation                                                                    10,682            10,181            89,820
  - non-cash consulting fees                                                             -                 -             5,750
  - non-cash license fees                                                                -                 -               500
  - stock-based compensation                                                        11,875                 -           642,150
  - accounts payable                                                                80,381            43,042           330,710
_______________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                             (771,710)         (179,458)       (3,778,478)
_______________________________________________________________________________________________________________________________

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchase of furniture and equipment                                                 (492)                -          (192,469)
  Pre reverse acquisition advances from Eduverse (Note 3)                                -                 -           250,000
  Cash acquired on reverse acquisition of Eduverse (Note 3)                              -                             173,373
_______________________________________________________________________________________________________________________________

NET CASH FROM (USED IN) INVESTING ACTIVITIES                                          (492)                -           230,904
_______________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                               485,000            12,500         3,757,730
  Loans payable                                                                          -            63,033           136,245
  Advances from related parties                                                     26,607            92,942           138,216
_______________________________________________________________________________________________________________________________

NET CASH FLOWS FROM FINANCING ACTIVITIES                                           513,607           168,475         3,941,191
_______________________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES                                                     (8,615)             (332)          (18,238)
_______________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                       (267,210)          (11,315)          375,379

CASH, BEGINNING OF PERIOD                                                          642,589            11,561                -
_______________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                            $   375,379       $       246      $    375,379
===============================================================================================================================

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

                                       4

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

 On May 9, 2002, GeneMax Corp.  (formerly  Eduverse.com)  ("GMC",  "Eduverse" 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  Eduverse.  In  connection  with  this
transaction,  Eduverse changed its name to GeneMax Corp.  During July and August
Eduverse  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.

This  acquisition  has been  accounted  for as a reverse  merger  with GPI being
treated as the accounting parent and GMC, the legal parent, being treated as the
accounting  subsidiary.  Accordingly,  the consolidated results of operations of
the Company  include  those of GPI for all periods  shown and those of GMC since
the date of the reverse merger.

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 4).

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  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
operations.

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, 2002 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 three
months ended March 31, 2003 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2003.

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").

                                       5

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

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

PRINCIPLES OF CONSOLIDATION
The  financial   statements   include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiaries  GPI  and GPC as  described  in  Notes  1 and 3.  The
consolidated  financial  statements  also include the accounts of the  Company's
inactive  wholly-owned  subsidiary,  M&M Information and Marketing Services Inc.
(incorporated  in  Nevada,  USA).  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.

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

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.

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.

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.

                                       6

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

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

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, 2002.

The Company has  elected to  continue  to account for stock  options  granted to
employees and officers using the intrinsic value based method 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.  Under
APB No. 25, compensation expense 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. In addition, with respect to stock options granted to
employees,  the Company provides  pro-forma  information as required by SFAS No.
123  showing  the  results  of  applying   the  fair  value   method  using  the
Black-Scholes option pricing model.

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.   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
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

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.

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 March 31, 2003 a full deferred tax asset valuation  allowance
has been provided and no deferred tax asset benefit has been recorded.

COMPREHENSIVE INCOME (LOSS)
Comprehensive   income   (loss)  is  defined  as  the  change  in  equity   from
transactions,  events  and  circumstances,   other  than  those  resulting  from
investments by owners and distributions to owners.  Comprehensive  income (loss)
to date consists only of the net gains and losses  resulting from translation of
the  foreign  currency  financial  statements  of  the  Company's   wholly-owned
subsidiary, GPC.

                                       7

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 3 - EDUVERSE ACQUISITION
________________________________________________________________________________

Effective  May 9, 2002 the  Company  entered  into a letter of intent to acquire
100% of the issued  shares in the  capital  of GPI in  exchange  for  11,231,965
restricted shares of common stock plus 200,000 restricted shares of common stock
for a finder's  fee.  The  Company  also agreed to issue an  additional  188,154
restricted  shares of common  stock in  settlement  of  $188,154  of accrued GPI
management,  consulting and research and  development  fees.  Effective July 15,
2002, pursuant to a definitive Share Exchange  Agreement,  the Company commenced
the closing  and  acquired  5,880,304  shares of GPI from  non-British  Columbia
shareholders of GPI in exchange for the issuance of 5,880,304  restricted shares
of common  stock.  The Company  also issued a take-over  bid circular to British
Columbia  GPI  shareholders  and acquired a further  4,487,001  shares of GPI in
exchange for 4,487,001  restricted  shares of common stock effective  August 13,
2002.  Also during the 2002, the Company  completed the acquisition by acquiring
the remaining 864,660 shares of GPI in exchange for 864,660 restricted shares of
common stock. Also, 744,494  outstanding GPI common stock purchase warrants were
exchanged  on a one for  one  basis  for the  Company's  common  stock  purchase
warrants with identical  terms and  conditions and the Company issued  2,135,000
stock options to holders of GPI stock  options  (refer to Note 8). All GPI stock
options and common stock purchase  warrants were then cancelled.  As a result of
this  transaction,  the former  stockholders  of GPI owned 75% of the 15,320,119
total  issued and  outstanding  shares of the  Company as at July 15,  2002.  In
connection  with this  transaction,  Eduverse  changed its name to GeneMax  Corp
("GMC").

This acquisition has been accounted for as a  recapitalization  using accounting
principles  applicable  to reverse  acquisitions  with GPI being  treated as the
accounting parent (acquirer) and GMC being treated as the accounting  subsidiary
(acquiree).  The value  assigned to the  capital  stock of  consolidated  GMC on
acquisition  of GPI is equal to the book value of the capital  stock of GPI plus
the book value of the net assets of GMC as at the date of the acquisition.

The book value of GMC's capital stock  subsequent to the reverse  acquisition is
calculated and allocated as follows:

 GPI capital stock                                             $  1,924,725
 GMC net assets                                                     493,712
                                                            _________________

                                                               $  2,418,437
                                                            =================

 Capital stock                                                  $    15,320
 Additional paid-in capital                                         620,600
   Share purchase warrants                                        1,867,517
                                                            _________________

                                                                  2,503,437
 GMC subscriptions receivable pre reverse acquisition              (100,000)
 GMC subscriptions received pre reverse acquisition                  15,000
                                                            _________________

   Consolidated Capital accounts post reverse acquisition      $  2,418,437
                                                            =================

These consolidated financial statements include the results of operations of GPI
since July 27, 1999  (inception)  and the results of operations of GMC since the
date of the reverse merger  effective July 15, 2002. GMC'S results of operations
for the period from  January 1, 2002 to June 30, 2002 have been  reported in the
Company's June 30, 2002 filing on Form 10-QSB.

For the period from October 13, 1999  (inception)  to July 14, 2002 the weighted
average number of common shares outstanding is deemed to be 11,431,965 being the
number of shares  issued  by GMC  (including  200,000  common  shares  issued as
finders' fees) to effect the reverse acquisition of GPI.

                                       8

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 4 - 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 was considered exercised upon execution of
the License  Agreement with UBC as described  below.  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 common shares to UBC and an additional 3,600,000 common shares
to certain principals involved in the UBC research.

Effective  March 6, 2000,  having  satisfied the  conditions of the Option,  GPI
obtained  from  UBC,  the  exclusive  license  rights  as  described  above  for
consideration 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  totalling  CAN$498,980 to be paid
in four  equal  instalments  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 March  31,  2003
CAN$230,606  (December 31, 2002 - CAN$115,303) is payable in connection with the
CRA. In addition,  as required by the CRA, GPI has purchased certain  laboratory
equipment in connection with the ongoing research.

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$117,300 towards the UBC research.  The amounts paid by GPI do not qualify as
amounts paid under the CRA funding  schedule  outlined  above.  During 2001, all
amounts required under the CANVAC agreement were paid to UBC by GPI. During 2002
CANVAC  contributed  a further  CAN$  $56,100 to continue  funding the  research
activities  for 2002 and 2003.  As at March 31, 2003 GPI owes CAN$ 38,709 to UBC
to fund GPI's obligations under the CANVAC Agreement.

NOTE 5 - FURNITURE AND EQUIPMENT
________________________________________________________________________________

                                            March 31, 2003     December 31,
                                                                   2002
                                            __________________________________

      Office furniture and equipment             $  32,525         $  32,033
      Laboratory equipment                         159,944           159,944
                                            __________________________________

                                                   192,469           191,977
      Less: accumulated depreciation               (89,820)          (79,138)
                                            __________________________________

                                                $  102,649         $ 112,839
                                            ==================================

                                       9

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 6 -RELATED PARTY TRANSACTIONS
________________________________________________________________________________

During 1999 and 2000 GPI entered into  consulting,  management  and research and
development  agreements with certain directors and private companies  controlled
by directors of the Company.  These  agreements have terms ranging from month to
month to five years. In addition,  in connection  with the reverse  merger,  the
Company   entered   into  a  management   services   agreement   with   Investor
Communications,  Inc.  ("ICI"),  a  significant  shareholder,  whereby  ICI will
provide  various  corporate  services  on a  month-by-month  basis  for a fee of
$10,000 per month plus  expenses.  The  following  amounts have been incurred to
these related parties:

                                              For the three months ended March
                                                            31,
                                                  2003              2002
                                             ___________________________________
           Consulting fees                         $  22,500          $  21,000
           Management fees                            54,846             33,000
           Research and development                   31,814             38,942
                                             ___________________________________

                                                   $ 109,160          $  92,942
                                             ===================================

The Company has total commitments relating to the above agreements for the years
ended  December  31,  2003  through  2005  of  $172,000,   $132,200  and  $6,400
respectively.

A  director  of the  Company  has  been  contracted  by ICI  and is  part of the
management  team  provided to the Company and was paid $13,375  during the three
months ended March 31, 2003.

During  the three  months  ended  March 31,  2003 GPI and the  Company  incurred
$109,160  (2002 -  $92,942)  in fees  and  $348,084  (2002  - $Nil)  in  expense
reimbursements to these related parties, made net repayments of $428,637 (2002 -
$Nil)  leaving  $59,593  owing at March 31, 2003  (December 31, 2002 - $30,986).
Amounts due to related parties are unsecured,  non-interest  bearing and have no
specific terms of repayment.

Refer to Notes 3, 4 and 7.

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.

GMC CAPITAL STOCK TRANSACTIONS DURING THE PERIOD ENDED MARCH 31, 2003:
During the period  the  Company  issued  880,000  shares of common  stock on the
exercise of stock options at $0.50 per share for proceeds of $440,000 and issued
25,000  shares of common  stock on the  exercise  of stock  options at $1.00 per
share for proceeds of $25,000.

During 2002 the Company  commenced a private  placement of up to 1,000,000 units
at $5.00 per unit.  Each unit  consists  of one common  share and one half share
purchase  warrant.  Each whole share purchase warrant will entitle the holder to
purchase an additional common share of the Company at a price of $7.50 per share
for a period of one year.  During the period the Company issued 43,000 shares of
common stock on the  purchase of 43,000 units for total  proceeds of $215,000 of
which  $185,000  had been  received  as at  December  31,  2002 and  $30,000 was
received during the period.

During the period the Company paid $10,000 in connection  with the settlement of
$15,000 of subscriptions  received in 2000 which were under dispute. As a result
of the settlement  the Company  recorded a  contribution  to additional  paid in
capital  in period of  $5,000  and has been  released  from any  further  claims
relating to this matter.

                                       10

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

GPI CAPITAL STOCK TRANSACTIONS DURING THE PERIOD ENDED MARCH 31, 2002:
During the period  ended March 31, 2002 GPI  completed  a private  placement  of
12,500 units at $1.00 per unit for total proceeds of $12,500. Each unit consists
of one common share of the Company and one share purchase warrant  entitling the
holder to  purchase  one  additional  common  share of the Company at a price of
$1.00 per share to December 1, 2005.

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

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.

The Plan  incorporates a previous  grant of 1,000,000  options to ICI and or its
designates or employees.  During 2002 102,000 of these options were exercised at
$0.50 per share for  proceeds  of  $51,000.  During the period  880,000 of these
options  were  exercised  at $0.50  per  share  for  proceeds  of  $440,000  and
subsequent to March 31, 2003 a further 18,000 of these options were exercised at
$0.50 per share for further proceeds of $9,000.

In connection  with the reverse  acquisition as described in Note 3, the Company
granted 1,740,000 options and 245,000 incentive stock options at $1.00 per share
to  previous  holders  of stock  options of GPI to  replace  options  previously
granted by GPI at $0.60 per share.  In  accordance  with  accounting  principles
applicable to accounting for business combinations,  the fair value of the stock
options  granted in connection  with a business  combination  is included in the
determination of the purchase price. The fair value of these options at the date
of grant of $1,885,750  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%

In addition,  also in connection  with the reverse  acquisition  as described in
Note 3, the Company granted 150,000  incentive stock options to previous holders
of stock options of GPI with terms and conditions consistent with their original
GPI stock  options  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 March 31,
2003 a total of $23,750  (December  31,  2002 - $11,875)  has been  recorded  as
consulting fees in connection with these options.

During the  remainder of 2002 the Company  granted a further  135,000  incentive
stock options at prices  ranging from $5.50 per share to $8.50 per share subject
to immediate  vesting.  The fair value of these  options at the date of grant of
$618,400 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 229%.  During 2002 the $618,400 was recorded as consulting fees in
connection with these options.

                                       11

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FORMERLY EDUVERSE.COM)
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

The Company's stock option activity is as follows:

                                                                                               Weighted Average
                                                          Number of      Weighted Average         Remaining
                                                           options        Exercise Price       Contractual Life
                                                       ___________________________________________________________
                                                                                         
   Balance, December 31, 2001                                       -             $      -           -
   Granted prior to reverse acquisition                     1,000,000                 0.50
   Granted in connection with reverse acquisition           2,135,000                 1.00
   Granted subsequent to reverse acquisition                  135,000                 7.94
   Exercised during 2002                                     (102,000)                0.50
                                                       ___________________________________________________________

   Balance, December 31, 2002                               3,168,000                 1.15        2.33 years
   Forfeited during the period                                (50,000)                1.00
   Exercised during the period                               (905,000)                0.51
                                                       ___________________________________________________________

   Balance, March 31, 2003                                   2,213,000            $   1.42        2.50 years
                                                       ===========================================================

SHARE PURCHASE WARRANTS
In connection  with the reverse  acquisition of GPI, the Company assumed 744,494
share  purchase  warrants  previously  outstanding  in GPI. In  accordance  with
accounting  principles applicable to accounting for business  combinations,  the
fair value of the share purchase  warrants assumed in connection with a business
combination is included in the  determination  of the purchase  price.  The fair
value of these share purchase warrants as at the date of the reverse acquisition
of $620,600 was estimated using the  Black-Scholes  option pricing model with an
expected  life of 2.95 years,  a risk-free  interest  rate of 4% and an expected
volatility of 236%.

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, 2001                                      -            $      -           -
   GPI warrants assumed                                     744,494                 1.16
   Issued during 2002                                       212,700                 5.00
   Exercised 2002                                                 -                    -
   Expired 2002                                            (110,334)                2.50
                                                    ____________________________________________________________

   Balance, December 31, 2002                               846,860                 1.95        2.71 years
   Issued during the period                                  21,500                 7.50
                                                    ____________________________________________________________

   Balance, March 31, 2003                                  868,360             $   2.09        2.43 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  $4,200,000 at March 31, 2003 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.

                                       12

         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 (the "Act") and Section
21E of the  Securities  Exchange  Act of 1934.  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.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
         OPERATION

GENERAL

         GeneMax   Corp.,   a  Nevada   corporation   (the   "Company"),   is  a
product-focused  biotechnology  company  specializing  in the application of the
latest discoveries in cellular  immunology and cancer biology to the development
of proprietary therapeutics aimed at the treatment and eradication of cancer and
therapies for infectious  diseases,  autoimmune  disorders and transplant tissue
rejection.  The Company's  operating  subsidiaries  are GeneMax  Pharmaceuticals
Inc., a Delaware corporation ("GeneMax Pharmaceuticals"),  and the subsidiary of
GeneMax  Pharmaceuticals named GeneMax  Pharmaceuticals  Canada Inc., which is a
corporation organized under the laws of British Columbia.  The Company currently
trades on the OTC Bulletin  Board under the symbol  "GMXX".  The Company is also
listed for trading on the Frankfurt Stock Exchange under the symbol "GX1".

PRIOR BUSINESS OPERATIONS

SHARE EXCHANGE AGREEMENT

         During the fiscal year ended December 31, 2002, the Company consummated
and  finalized  the  acquisition  of GeneMax  Pharmaceuticals  Inc.,  a Delaware
corporation ("GeneMax  Pharmaceuticals").  On May 9, 2002 and effective July 15,
2002,  Eduverse.com (now known as GeneMax Corp.), GeneMax  Pharmaceuticals,  the
shareholders  of  GeneMax  Pharmaceuticals  (the  "GeneMax  Shareholders"),  and
Investor  Communications  International,  Inc., a Washington corporation ("ICI")
entered into a share exchange  agreement (the "Share  Exchange  Agreement").  In
accordance  with the terms of the Share  Exchange  Agreement and the  securities
laws of Canada,  a  Directors'  Circular  dated July 15,  2002 (the  "Directors'
Circular")  was  distributed  to certain  management,  insiders and directors of
GeneMax  Pharmaceuticals and other Canadian  shareholders (the "Canadian GeneMax
Shareholders").

                                       13

         Pursuant to the terms of the Share Exchange  Agreement,  the Directors'
Circular  and  related  settlements,  the  Company  acquired  from  the  GeneMax
Shareholders and the Canadian GeneMax Shareholders one hundred percent (100%) of
the issued and outstanding shares of common stock of GeneMax Pharmaceuticals and
its  subsidiary  interest.  In accordance  with the terms of the Share  Exchange
Agreement,  the  Directors'  Circular  and related  settlement  agreements,  the
Company  issued  shares  of  its  restricted   common  stock  as  follows:   (i)
approximately  6,571,304  shares  of  restricted  common  stock  to the  GeneMax
Shareholders   in   proportion   to  their   respective   holdings   in  GeneMax
Pharmaceuticals;  (ii) approximately 4,479,001 shares of restricted common stock
to the Canadian  GeneMax  Shareholders  pursuant to the terms of the  Directors'
Circular;  (iii) 181,660 shares of restricted  common stock to certain creditors
of GeneMax  Pharmaceuticals  at $0.75 per share for  settlement  of an aggregate
debt in the amount of $136,245;  (iv) 188,154  shares of its  restricted  common
stock to certain  creditors  of GeneMax  Pharmaceuticals  at $1.00 per share for
settlement  of an  aggregate  debt in the amount of  $188,154;  and (v)  200,000
shares of restricted common stock to a third party.

         The Company issued an aggregate of 11,620,119  shares of its restricted
common stock under the Share Exchange Agreement and Directors' Circular. Certain
warrant  instruments  were issued in accordance with the terms and provisions of
warrant agreements pursuant to which the holder thereof has the right to convert
such warrant  into shares of common  stock on a  one-to-one  basis at either the
rate of $2.50 per  share,  $0.75 per share or $1.00 per share.  Pursuant  to the
Share Exchange Agreement, Directors' Circular and related settlement agreements,
there were an aggregate of 744,494 warrant  instruments issued, of which 110,334
warrants were issued convertible into 110,334 shares of common stock at the rate
of $2.50 per share expiring on September 1, 2002. The 110,334  warrants were not
converted  by the holders  thereof  into  shares of common  stock and expired on
their  terms.  Thus,  as of the  date of this  Quarterly  Report,  there  are an
aggregate of 634,160 warrant instruments issued comprised of the following:  (i)
277,500  warrants  issued and  outstanding  which may be converted  into 277,500
shares of common stock at the rate of $1.00 per share expiring December 1, 2005;
(ii) 175,000 warrants issued and outstanding which may be converted into 175,000
shares of common stock at the rate of $1.00 per share  expiring May 1, 2006; and
(iii)  181,660  warrants  issued and  outstanding  which may be  converted  into
181,660  shares of common  stock at the rate of $0.75 per share  expiring May 1,
2006.

VOLUNTARY POOLING AGREEMENT

         The  Company  and  GeneMax  Pharmaceuticals  desire to provide  for and
maintain an orderly trading market and stable price for the Company's  shares of
Common  Stock.   Therefore,   the  Company,   certain  shareholders  of  GeneMax
Pharmaceuticals  and of the Company,  and Global  Securities  Transfer Inc., the
Company's transfer agent ("Global Securities"), entered into a voluntary pooling
agreement  dated  May  9,  2002  and  effective  July  15,  2002  (the  "Pooling
Agreement").  Pursuant to the terms and  provisions  of the  Pooling  Agreement,
certain shareholders of GeneMax  Pharmaceuticals and certain shareholders of the
Company (the "Pooled Shareholders") representing up to an aggregate of 9,166,980
shares of common stock,  respectively  (the "Pooled  Shares"),  generally agreed
that the Pooled  Shares  will be subject to a  contractual  restrictive  holding
period. The Pooled  Shareholders  further agreed that that the Pooled Shares may
not be traded and will become available for trading and released and sold in the
following manner:  (i) an initial ten percent (10%) of the Pooled Shares will be
released to the Pooled  Shareholders on the date which is one calendar year from
the closing date

                                       14

of the Share Exchange  Agreement (the "First Release Date");  and (ii) a further
ten percent  (10%) will be released  to the Pooled  Shareholders  on each of the
dates which are every three (3) calendar  months from the First  Release Date in
accordance with each Pooled Shareholder's respective shareholdings.

SECURED AND CONVERTIBLE LOAN AGREEMENT

         As a  condition  to  entering  into and in  accordance  with the  Share
Purchase   Agreement,   the  Company  and  ICI  agreed  to  advance  to  GeneMax
Pharmaceuticals  the aggregate  principal  sum of not less than $250,000  within
five (5) business  days of ICI raising an aggregate of $700,000.  As a result of
the acquisition, the Loan became an intercompany account between the Company, as
parent, and GeneMax Pharmaceuticals, as subsidiary.

CURRENT BUSINESS OPERATIONS

         The Company is a product-focused  biotechnology company specializing in
the  application  of the latest  discoveries  in cellular  immunology and cancer
biology to the  development of proprietary  therapeutics  aimed at the treatment
and  eradication  of cancer and therapies for  infectious  diseases,  autoimmune
disorders and transplant tissue rejection.  The Company's technologies are based
on an  understanding  of the function of a protein  "pump"  within cells that is
essential in the processing of tumor antigens,  known as Transporters associated
with Antigen Processing ("TAP").

         The Company's strategic vision is to be a product-driven  biotechnology
company,  focusing  primarily on use of its patented TAP  technology and related
technologies to restore the TAP function  within  cancerous  cells,  thus making
them  immunogenic.  As a result,  the MHC Class I Proteins,  which is defined as
when  cancers are not able to cause an immune  response  because  they no longer
express  key  immune  proteins  on their  cell  surface  (known as "MHC  Class I
Proteins"),  can signal the immune  system to attack  the  cancer.  The  Company
intends to develop the TAP technology as a therapeutic  cancer vaccine that will
restore  the normal  immune  recognition.  Management  believes  that its cancer
vaccine  is the  only  therapeutic  approach  that  addresses  this  problem  of
"non-immunogenicity" of cancer.  Management believes that this therapy will have
a strong competitive advantage over other cancer therapies,  since restoring the
TAP protein will direct the immune system to  specifically  target the cancerous
cells without damaging healthy tissue.

PRODUCTS

         TAP CANCER VACCINE

         The Company  has  developed a patented  therapeutic  cancer  vaccine to
restore the TAP protein (the "TAP Cancer  Vaccine").  The TAP Cancer  Vaccine is
targeted at those cancers that are  deficient in the TAP protein,  which include
commonly occurring breast cancer,  prostate cancer,  lung cancer,  liver cancer,
melanoma, renal cancer and colorectal cancer.

         The TAP Cancer  Vaccine  would  deliver  the TAP  protein  and  genetic
information,  thus "turning on" the  defective  TAP signaling  system within the
cancer cells. These cancer cells would then transport cancer antigen proteins to
the cell surface  using the  individual's  specific  MHC Class I proteins.  As a
result, the immune response would be targeted to the entire repertoire of cancer
antigen  proteins  produced by the cancer  cell,  rather than just to the single
cancer  antigen (as  delivered  by usage of current  cancer  vaccines).  The TAP
Cancer Vaccine would allow the immune  response to respond to the cancer even if

                                       15

the TAP protein and genetic  information is only delivered to a small portion of
the cancer cells.  In addition,  the TAP Cancer  Vaccine would generate a strong
immune  response  to any  TAP-deficient  cancer,  regardless  of  the  patient's
individual  genetic  variability  either in the MHC Class I  proteins  or in the
cancer-specific proteins.

         TAP CANCER  VACCINE  DEVELOPMENT  PROGRAM.  The  Company  is  currently
developing  the  TAP  Cancer  Vaccine  at the  University  of  British  Columbia
Biomedical Research Centre under a collaborative research agreement.

         COLLABORATIVE   RESEARCH   AGREEMENT.    During   May   2000,   GeneMax
Pharmaceuticals  and the  BRC  Biotechnology  Laboratory  at the  University  of
British  Columbia  ("BRC")  entered  into a  contract  research  agreement  (the
"Collaborative Research Agreement"), to develop the TAP technologies as a cancer
vaccine  and other  commercial  products.  In  accordance  with the terms of the
Collaborative Research Agreement: (i) the Company provides funding for three PHD
scientists,  as well as support technicians and students;  (ii) BRC provides the
Company  with access to the  laboratories  and  equipment at the BRC, as well as
other  facilities of the University of British  Columbia;  and (iii) Dr. Wilfred
Jefferies, the inventor of the TAP technologies and the Chief Scientific Officer
and a director  of the  Company,  will  provide  supervision  of all  scientific
activity.

         As of the  date  of this  Quarterly  Report,  the  research  under  the
Collaborative  Research  Agreement  will  continue  in the future to support the
commercial development of the TAP Cancer Vaccine and to develop enhanced vaccine
products and other therapeutics based on the TAP technology.

         LICENSE AGREEMENT.  During March 2000, GeneMax  Pharmaceuticals and the
University  of British  Columbia  ("UBC")  entered into an exclusive  world-wide
license  agreement  (the  "License  Agreement").  Pursuant  to the  terms of the
License Agreement,  UBC granted to GeneMax  Pharmaceuticals  exclusive licensing
rights to certain  patented and unpatented  cancer  immuno-therapy  technologies
originally  invented and developed by Dr.  Jefferies and the scientific  team at
UBC including the: (i) cell-based  peptide transfer assay (the "Peptide Transfer
Assay"),  and  (ii)  cancer  immuno-therapy  based  on  restoration  of  antigen
presentation   through   transporters    associated   with    antigen-processing
technologies,  the basis for the Company's  lead product which is the TAP Cancer
Vaccine. GeneMax Pharmaceuticals obtained the exclusive licensing rights to this
technology for the consideration of $78,743 and issuance to UBC of equity,  with
no royalty  components or  provisions.  Pursuant to further terms of the License
Agreement:  (i) the License Agreement will terminate after the latter of fifteen
years or the  expiration  of the last patent  obtained  relating to the licensed
technology;  (ii) GeneMax  Pharmaceuticals  will bear the cost of obtaining  any
patents;  and (iii) the technology remains the property of UBC, however,  it may
be utilized and  improved by GeneMax  Pharmaceuticals.  The Company  expects the
approval of multiple further patents.

         NETWORK   AFFILIATE   AGREEMENT.    On   January   1,   2001,   GeneMax
Pharmaceuticals,    UBC   and   the   Canadian    Network   for   Vaccines   and
Immunotherapeutics  of Cancer and Chronic Viral Diseases ("CANVAC") entered into
a one-year  network  affiliate  agreement (the "Network  Affiliate  Agreement").
Pursuant to the terms of the Network Affiliate  Agreement,  CANVAC would provide
an  $85,000  Canadian  Dollar  research  grant to UBC to further  fund  research
activities upon GeneMax Pharmaceuticals contributing $1,173,000 Canadian Dollars
towards the UBC research.  During fiscal year 2001,  all amounts  required under
the Network Affiliate Agreement were paid by GeneMax  Pharmaceuticals to UBC. As
of the date of this Quarterly Report, GeneMax  Pharmaceuticals and CANVAC are no
longer negotiating an amendment to the

                                       16

Network  Affiliate  Agreement  regarding  continuation  of funding the  research
activities  conducted  at UBC.  As of the  date of this  Quarterly  Report,  the
balance due and owing to UBC by GeneMax  Pharmaceuticals  is $38,709  (Candadian
Dollars).

         TAP CANCER VACCINE TESTING PROGRAM.  Management of the Company believes
that the key  milestone of efficacy in animal models of cancer has been attained
and that other  scientific  research  teams  have  independently  validated  the
experimental data from these animal studies. The proof of principle for TAP as a
cancer vaccine was established in research  conducted  during the last ten years
in the  laboratory at BRC by Dr.  Wilfred  Jefferies.  The initial  studies were
conducted  using a  small-cell  lung cancer  cell line that was derived  from an
aggressive, metastatic cancer. These cells have multiple defects in the "antigen
presentation  pathway" in that they are not detected by the immune system.  When
the TAP  protein was  introduced  into these  cells,  antigen  presentation  was
restored.  In addition, a series of animal studies have demonstrated the ability
of TAP to  restore  an  immune  response.  This  study was  published  in Nature
Biotechnology  (Vol. 18, pp. 515-520,  May 2000). The TAP Technology was further
validated in melanoma.

         PRE-CLINICAL  TESTING. As of the date of this Quarterly Report, the TAP
Cancer Vaccine is undergoing  formal  pre-clinical  testing,  which includes (i)
evaluation  of several  strains of  vaccinia  and  adenovirus  vectors for their
respective   ability  to  deliver  and  express  the  TAP  protein  and  genetic
information  in  tumors;   (ii)  selection  and  licensing  of  the  vector  and
identification  and  contracting  with a  good  manufacturing  practice  ("GMP")
manufacturer  for  subsequent  production of the TAP Cancer  Vaccine;  and (iii)
performance and completion of toxicology studies using the TAP Cancer Vaccine on
at least two animal species to confirm its non-toxicity.

         Upon completion of the formal pre-clinical testing, the Company intends
to compile and  summarize the data and submit it to two  governmental  agencies,
the U.S.  Federal Drug  Administration  ("FDA") and the Canadian  Health  Canada
("HC"), in the form of an investigational  new drug application (the "IND"). The
IND will include data on the vaccine  production,  animal studies and toxicology
studies, as well as the proposed protocol for the Phase I human clinical trials.

         PHASE I HUMAN CLINICAL TRIALS.  Management of the Company believes that
the Phase I human clinical trials will be commenced approximately second quarter
of 2004,  subject to  financing,  and will be conducted at the British  Columbia
Cancer Agency in Vancouver,  British Columbia.  As of the date of this Quarterly
Report,  the  Company has  presented  information  on the TAP Cancer  Vaccine to
members of the  Department  of  Advanced  Therapeutics.  The Phase I trials will
generally  be designed to provide  data on the safety of the TAP Cancer  Vaccine
when used by humans.

         PEPTIDE TRANSFER ASSAY

         The Company is also currently  developing  potential  products that may
interrupt the chain of events involved in certain autoimmune diseases. As of the
date of this  Quarterly  Report,  the Company is  developing a peptide  transfer
assay,  which is a cell-based assay designed to evaluate compounds and drugs for
their  ability to  stimulate  or  suppress  the immune  response  (the  "Peptide
Transfer Assay").  The Peptide Transfer Assay's  application will be to identify
compounds  effective  in the  treatment  of  cancer,  infectious  diseases,  and
autoimmune   diseases.   Autoimmune   diseases  include  psoriasis,   rheumatoid
arthritis,  multiple  sclerosis,  myasthenia  gravis and  diabetes.  T cells and
antibodies  in the body's immune system  normally  identify and destroy  foreign
substances and cancerous cells.  Autoimmune diseases are generally caused by the

                                       17

abnormal  destruction of healthy body tissues when T cells and antibodies  react
against normal tissue.

         Management of the Company believes that the Peptide Transfer Assay is a
novel and sophisticated cell-based assay. Management of the Company expects that
the Peptide  Transfer  Assay will be of significant  interest to  pharmaceutical
companies,  companies  with  natural  product  libraries,   anti-sense  or  gene
libraries  or  proprietary  rights to  chemical  compounds  (e.g.  combinatorial
chemistry companies). As of the date of this Quarterly Report, management of the
Company  believes that the Peptide  Transfer Assay is ready for  development for
high-throughput screening and partnering.

INTELLECTUAL PROPERTY, PATENTS AND TRADEMARKS

         Patents  and  other  proprietary  rights  are  vital  to  the  business
operations of the Company.  The Company's policy is to seek  appropriate  patent
protection both in the United States and abroad for its proprietary technologies
and products.  Pursuant to the License  Agreement,  the Company has acquired the
exclusive worldwide license to a portfolio of intellectual property as follows:

         METHOD OF ENHANCING EXPRESSION OF MHC CLASS I MOLECULES BEARING
         ENDOGENOUS PEPTIDES

         On March 26, 2002, the United States Patent and Trademark Office issued
a patent for the use of "TAP-1 (transporters associated with antigen processing)
as an immunotherapy against all cancers ("US Patent No. 6,361,770").  The patent
is titled  "Method of  Enhancing  Expression  of MHC Class I  Molecules  Bearing
Endogenous Peptides" and provides comprehensive  protection and coverage to both
in vivo and ex vivo  applications of TAP-1 as a therapeutic  against all cancers
with a variety of delivery mechanisms. The inventors were Dr. Wilfred Jefferies,
Dr. Reinhard  Gabathuler,  Dr. Gerassimos Kolaitis and Dr. Gregor S.D. Reid, who
collectively assigned the patent to UBC. During the lengthy application process,
many proofs of the  application  were required by the U.S.  Patent and Trademark
Office for a patent of such  relevance  and  applicability  to all cancers to be
approved, and included proofs in multiple forms of cancer tumors including small
cell lung  carcinoma and melanoma  cancer.  Management of the Company  considers
issuance  of  this  patent  as a major  product  development  milestone  for the
Company.

         As of the  date of this  Quarterly  Report,  the  Company  has  pending
applications  filed for patent  protection in France,  United Kingdom,  Germany,
Switzerland and Japan.

         METHOD OF IDENTIFYING MHC CLASS I RESTRICTED ANTIGENS ENDOGENOUSLY
         PROCESSED BY A SECRETORY PATHWAY

         On August 11, 1998, the U.S. Patent and Trademark  Office issued to UBC
a patent for the use of  bioengineered  cell lines to measure  the output of the
MHC Class I  restricted  antigen  presentation  pathway  as a way to screen  for
immunomodulating drugs ("US Patent No. 5,792,604"). The patent is titled "Method
of  Identifying  MHC Class I  Restricted  Antigens  Endogenously  Processed by a
Secretory  Pathway."  This patent covers the assay which can identify  compounds
capable  of  modulating  the  immune  system.  The  inventors  were Dr.  Wilfred
Jefferies, Dr. Reinhard Gabathuler,  Dr. Gerassimos Kolaitis and Dr. Gregor S.D.
Reid, who collectively assigned the patent to UBC.

                                       18

         As of the  date of this  Quarterly  Report,  the  Company  has  pending
applications filed for patent protection in Canada, Japan and Europe.

         METHOD OF ENHANCING EXPRESSION OF MHC CLASS I MOLECULES BEARING
         ENDOGENOUS PEPTIDES

         UBC  filed a patent  application  with the U.S.  Patent  and  Trademark
Office for patent protection of extension of the TAP-1 for use in viral vaccines
as a method for increasing  immune  responses.  As of the date of this Quarterly
Report,  UBC has not  received  an order  granting a patent.  Management  of the
Company  believes that such patent will be granted by  approximately  the fourth
quarter of 2003.

         The Company  intends to  continue  to work with UBC to file  additional
patent  applications  with  respect to any novel  aspects of its  technology  to
protect  its  intellectual  property.  The Company  has not  conducted  in-depth
validity and infringement  studies on the patents and patent  applications  that
the Company has  in-licensed,  and it is possible  that these  patents or patent
applications may be challenged or may not provide protection.

         The patent positions of biotechnology and pharmaceutical  companies are
generally  uncertain and involve complex legal and factual issues.  No assurance
can be given that any patent  issued to or licensed by the Company  will provide
protection that has commercial significance. The Company cannot assure that: (i)
the patents will afford protection against competitors with similar compounds or
technologies;  (ii) the patent applications  pending will be issued; (iii) other
companies will not obtain patents  claiming  aspects or technologies  similar to
those covered by the issued  patents;  (iv) the patents of other  companies will
not have an adverse effect on the Company's  ability to do business;  or (v) the
patents issued to or licensed by the Company will not be infringed,  challenged,
invalidated or circumvented.

         Moreover,  management of the Company  believes that  obtaining  foreign
patents may, in some cases,  be more difficult than obtaining  domestic  patents
because of  differences  in patent laws.  The Company also  recognizes  that the
patent protection may generally be stronger in the United States and Canada than
abroad.  Conversely,  the protection  provided by foreign  patents may be weaker
than that provided by domestic patents.

RESULTS OF OPERATION

         The Company's financial statements have been prepared which incorporate
financial data and figures of GeneMax  Pharmaceuticals.  Thus,  the  comparative
results are those of GeneMax  Pharmaceuticals  prior to the  acquisition and are
not the financial  results of the Company,  and the current  period  comparative
results include the financial data and figures of the Company  subsequent to the
acquisition of GeneMax Pharmaceuticals. The following discussions of the results
of  operations  and  financial  position  of  the  Company  should  be  read  in
conjunction  with the  financial  statements  and notes  pertaining to them that
appear elsewhere in this Form 10-QSB.

         THREE-MONTH PERIOD ENDED MARCH 31, 2003 COMPARED TO THREE-MONTH PERIOD
         ENDED MARCH 31, 2002

         The Company's net losses during the three-month  period ended March 31,
2003  were  approximately  ($874,648)  compared  to a net loss of  approximately

                                       19

($232,681)  during the  three-month  period ended March 31, 2002 (an increase of
$641,967).

         Net revenues  during the  three-month  periods ended March 31, 2003 and
2002 were $-0-. The lack of revenues during the three-month  periods ended March
31,  2003 and 2002  resulted  from the  Company's  decision to focus on research
relating to prospective new business  endeavors and the subsequent  consummation
of the acquisition of GeneMax Pharmaceuticals.

         During  the  three-month  period  ended  March 31,  2003,  the  Company
recorded  operating  expenses  of $874,648  compared  to  $232,681 of  operating
expenses  recorded  during  the  three-month  period  ended  March 31,  2002 (an
increase of $641,967).  The operating  expenses  incurred during the three-month
period ended March 31, 2003 consisted primarily of the following: (i) office and
general expenses of approximately  $365,757  compared to $19,011 incurred during
the  three-month  period ended March 31, 2002;  (ii) research and development of
approximately  $274,776  compared to $112,649  incurred  during the  three-month
period ended March 31, 2002; (iii)  professional  fees of approximately  $85,754
compared to $27,036 incurred during the three-month period ended March 31, 2002;
(iv)  consulting  fees of  approximately  $56,000  compared to $29,486  incurred
during the  three-month  period ended March 31,  2002;  (v)  management  fees of
approximately $54,846 compared to $33,000 incurred during the three-month period
ended March 31, 2002; (vi) travel expenses of approximately  $14,958 compared to
$1,318  incurred  during the  three-month  period  ended March 31,  2002;  (vii)
consulting fees - stock based of approximately $11,875 compared to $-0- incurred
during the  three-month  period  ended March 31, 2002;  and (viii)  depreciation
expenses  of  approximately  $10,682  compared  to $10,181  incurred  during the
three-month  period  ended March 31,  2002.  The overall  increase in  operating
expenses, including the increase in office and general expenses and research and
development  expenses,  is due  primarily  to the  increased  scale and scope of
overall   corporate   activity   pertaining  to  the   acquisition   of  GeneMax
Pharmaceuticals and the ongoing research and development initiatives relating to
the TAP technology and the TAP Cancer Vaccine.

         Of the  $874,648  incurred  as  operating  expenses,  an  aggregate  of
$109,160 was incurred  payable to certain  directors  and/or  private  companies
controlled by those directors of the Company pursuant to consulting,  management
and  research  and   development   agreements  as  described  in  the  following
paragraphs.

         CONSULTING SERVICES AGREEMENT.  The Company and Investor Communications
International  Inc. ("ICI") entered into a consulting  services  agreement dated
August 12, 2002 (the "Consulting Services Agreement"). Pursuant to the terms and
provisions of the Consulting  Services  Agreement:  (i) ICI shall provide to the
Company such finance and  managerial  services as may be determined by the Board
of Directors,  from time to time,  and in its sole and absolute  discretion,  in
order to develop  the  various  business  interests  of the  Company in the drug
discovery and development industry,  involving the patented drug discovery assay
for  immunomodulatory  compounds and the pipeline  aimed at treatment of cancer,
infectious diseases,  autoimmune disorders and transplant tissue rejection;  and
(ii) the Company shall pay ICI a monthly fee not to exceed $10,000 in accordance
with the services performed.

         During the  three-month  period ended March 31,  2003,  an aggregate of
$30,000 in fees was incurred to ICI for services  rendered to the Company  under
the Consulting  Services  Agreement on a  month-to-month  basis,  as needed.  In
addition,  ICI  incurred  expenses  on behalf of the  Company  during the period
totaling  $348,084.  Based upon $2,154,  which  remained due and owing to ICI at

                                       20

December 31, 2002,  this  resulted in $380,238 due and owing to ICI.  During the
three-month  period ended March 31, 2003,  the Company paid ICI $356,977.  As of
March 31, 2003, an aggregate  amount of $23,261  remains due and owing to ICI by
the Company relating to fees, cash advances and interest.

         Mr. Grant Atkins, a director of the Company,  is employed by ICI and is
part  of the  management  team  provided  by ICI to  the  Company,  and  derives
remuneration  from ICI for such  services  rendered to the  Company.  During the
three-month period ended March 31, 2003, Mr. Atkins received $13,375 from ICI as
compensation for services rendered to the Company.

         GENEMAX PHARMACEUTICALS  CONSULTING AGREEMENT.  GeneMax Pharmaceuticals
and 442668 B.C. Ltd. ("442668"), a corporation whose president and member of the
board of directors is Dr. Wilfred Jefferies, a director and the Chief Scientific
Officer of the  Company,  entered  into a consulting  services  agreement  dated
February 1, 2000 (the "GeneMax Pharmaceuticals Consulting Agreement").  Pursuant
to the terms and provisions of the GeneMax Pharmaceuticals Consulting Agreement:
(i)  Dr.  Jefferies  agreed  to  provide  technical,   research  and  technology
development services to GeneMax  Pharmaceuticals for a period of five years; and
(ii) Dr.  Jefferies shall be paid a monthly fee of $10,000  Canadian Dollars and
reimbursement of expenses.

         During the  three-month  period ended March 31,  2003,  an aggregate of
$21,268 in fees was incurred to 442668 for services rendered by Dr. Jefferies to
the Company under the GeneMax Pharmaceuticals  Consulting Agreement.  During the
three-month period ended March 31, 2003, the Company paid 442668 $21,268.  As of
March 31, 2003,  an aggregate  amount of $-0- remains due and owing to 442668 by
the Company.

         During the  three-month  period  ended March 31,  2003,  Dr.  Jefferies
received  $21,268  through 442668 as compensation  for services  rendered to the
Company under the GeneMax Pharmaceuticals Consulting Agreement.

         GENEMAX PHARMACEUTICALS  MANAGEMENT AGREEMENT.  GeneMax Pharmaceuticals
and Ronald L. Handford, the President/Chief  Executive Officer and a director of
the Company  ("Handford"),  entered into a management  services  agreement dated
August 1, 1999 (the "GeneMax Pharmaceuticals Management Agreement"). Pursuant to
the terms and provisions of the GeneMax  Pharmaceuticals  Management  Agreement:
(i)  Handford  agreed  to  provide  general   managerial   services  to  GeneMax
Pharmaceuticals  for a period of five years;  and (ii) Handford  shall be paid a
monthly fee of $11,000 U.S. Dollars and reimbursement of expenses. Effective May
1, 2002, GeneMax  Pharmaceuticals  and Handford agreed to reduce the monthly fee
to $12,500  Canadian  Dollars until the earlier of the Company reaching a senior
board listing or commencement of clinical trials,  at which time the fee will be
reviewed in accordance with market norms.

         During the  three-month  period ended March 31,  2003,  an aggregate of
$24,846 in fees was incurred to Handford  for  services  rendered by Handford to
the Company under the GeneMax Pharmaceuticals  Management Agreement.  Based upon
$16,332, which was due and owing to Handford at December 31, 2002, this resulted
in $41,178 due and owing Handford. During the three-month period ended March 31,
2003,  the Company paid  Handford  $24,846.  As of March 31, 2003,  an aggregate
amount of $16,332 remains due and owing to Handford by the Company.

         GENEMAX PHARMACEUTICALS SERVICES AGREEMENT. GeneMax Pharmaceuticals and
Alan Lindsay and Associates  Ltd.  ("AL&A"),  a corporation  whose sole officer,
director and  shareholder  is Alan Lindsay,  a director of the Company,  entered

                                       21

into a  services  agreement  dated May 31,  2002 (the  "GeneMax  Pharmaceuticals
Services  Agreement").  Pursuant  to the terms  and  provisions  of the  GeneMax
Pharmaceuticals  Services  Agreement,  Mr.  Lindsay  agreed to  provide  general
consulting  services  to  GeneMax  Pharmaceuticals  on a  month-to-month  basis.
Pursuant to current negotiations and further terms and provisions of the GeneMax
Pharmaceuticals  Services Agreement,  AL&A shall be paid a monthly fee of $2,500
U.S. Dollars and reimbursement of expenses.

         During the  three-month  period ended March 31,  2003,  an aggregate of
$7,500 in fees was incurred to AL&A for services  rendered to the Company  under
the  GeneMax  Pharmaceuticals  Services  Agreement.  Based upon  $12,500,  which
remained due and owing to AL&A at December 31,  2002,  this  resulted in $20,000
due and owing AL&A.  During the  three-month  period ended March 31,  2003,  the
Company paid AL&A $5,000.  As of March 31, 2003, an aggregate  amount of $15,000
remains due and owing to AL&A.

         During  the  three-month  period  ended  March 31,  2003,  Mr.  Lindsay
received an  aggregate of  approximately  $5,000 from AL&A as  compensation  for
services  rendered to the Company  under the  GeneMax  Pharmaceuticals  Services
Agreement.

         As of May 7, 2003, Mr. Lindsay  tendered his resignation as a member of
the board of directors of the Company. Therefore, as of May 7, 2003, the GeneMax
Pharmaceuticals Services Agreement has also been terminated.

         DAVIDSON  AGREEMENT.  GeneMax  Pharmaceuticals  and  James D.  Davidson
("Davidson"),  previously  the Chief  Financial  Officer  and a director  of the
Company,   entered  into  a  verbal  month-to-month   agreement  (the  "Davidson
Agreement").  Pursuant  to the terms of the  Davidson  Agreement:  (i)  Davidson
agreed to perform  such duties and  services as required  commensurate  with his
position as the Chief  Financial  Officer of the  Company and such other  duties
commensurate  with this position as a director on the Board of  Directors;  (ii)
Davidson  shall be paid a monthly fee of $2,000 and  reimbursement  of expenses.
Effective July 15, 2002, GeneMax  Pharmaceuticals agreed to increase the monthly
fee to  $5,000  upon  commencement  of  Davidson's  duties  associated  with his
position as Chief  Financial  Officer  and a director  of the Company  after the
acquisition of GeneMax Pharmaceuticals.

         During the  three-month  period ended March 31,  2003,  an aggregate of
$15,000 in fees was incurred to Davidson  for  services  rendered by Davidson to
the Company under the Davidson  Agreement.  During the three-month  period ended
March 31, 2003,  the Company paid  Davidson  $10,000.  As of March 31, 2003,  an
aggregate amount of $5,000 remains due and owing to Davidson by the Company.

         As of April 16, 2003,  Mr.  Davidson  tendered his  resignation  as the
Chief  Financial  Officer and a member of the board of directors of the Company.
However,  the Company and Mr.  Davidson  agreed to maintain  the  month-to-month
contractual  relations  and payments  thereunder  for  consulting  and financial
advisory services to be performed by Mr. Davidson.

         As discussed  above,  the  increase in net loss during the  three-month
period  ended March 31, 2003 as compared to the  three-month  period ended March
31, 2002 is  attributable  primarily to the increased scale and scope of overall
corporate activity pertaining to the acquisition of GeneMax  Pharmaceuticals and
the ongoing research and development  relating to the TAP technology and the TAP
Cancer Vaccine. The Company's net loss during the three-month period ended March
31, 2003 was approximately  ($874,648) or ($0.05) per common share compared to a
net loss of  approximately  ($232,681)  or ($0.02) per common  share  during the
three-month  period ended March 31, 2002. The weighted  average of common shares

                                       22

outstanding  were  16,245,975  for the  three-month  period ended March 31, 2003
compared to 11,431,965 for the three-month period ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         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.

         THREE-MONTH PERIOD ENDED MARCH 31, 2003

         As of March 31, 2003,  the Company's  current  assets were $381,379 and
its current  liabilities  were  $404,587,  which  resulted in a working  capital
deficit of  $23,208.  As of March 31,  2003,  the  Company's  total  assets were
$484,028  consisting of: (i) $381,379 in current assets comprised of $375,379 in
cash and  $6,000  in  prepaid  expenses;  and (ii)  $102,649  in  furniture  and
equipment  (net of  depreciation).  As of March 31, 2003,  the  Company's  total
liabilities of $404,587 consisted primarily of: (i) $344,994 in accounts payable
and accrued liabilities; and (ii) amounts due to related parties of $59,593.

         As of March 31, 2003, the Company's  stockholders'  equity increased to
$484,028 from $159,470 at December 31, 2002.

         The Company has not generated positive cash flows from operating
activities. For the three-month period ended March 31, 2003, net cash flows used
in operating  activities was ($771,710) compared to ($179,458) of net cash flows
used in operating activities for the three-month period ended March 31, 2002 (an
increase of $592,252).  The increase in cash flows used in operating  activities
during the  three-month  period ended March 31, 2003 compared to the three-month
period ended March 31, 2002 resulted from: (i) a net loss of ($869,648) incurred
during the  three-month  period  ended March 31, 2003  compared to a net loss of
($232,681)  incurred during the three-month period ended March 31, 2002; (ii) an
increase in stock-based  compensation to $11,875 during the  three-month  period
ended March 31, 2003 compared to $-0- during the three-month  period ended March
31,  2002;  and (iii) an  increase  in  accounts  payable of $80,381  during the
three-month  period  ended  March  31,  2003  compared  to  $43,042  during  the
three-month period ended March 31, 2002.

         The  Company's  cash  flows  used in  investing  activities  during the
three-month  period  ended  March 31,  2003 was ($492)  compared to $-0- used in
investing  activities  during the  three-month  period ended March 31, 2002. The
increase in cash flow from investing  activities  during the three-month  period
ended March 31, 2003  compared to the  three-month  period  ended March 31, 2002
resulted  primarily  from  purchase of furniture  and equipment in the amount of
$492 compared to $-0- during the three-month period ended March 31, 2002.

         Net cash  flows  from  financing  activities  was  $513,607  during the
three-month  period ended March 31, 2003  compared to $168,475 in net cash flows
from financing  activities  during the three-month  period ended March 31, 2002.
The increase in net cash flows from financing  activities during the three-month
period ended March 31, 2003 compared to the  three-month  period ended March 31,
2002 resulted  primarily from proceeds on sale and  subscription of common stock
in the amount of $485,000  compared  to $12,500  during the  three-month  period
ended March 31, 2002.

                                       23

OFF-BALANCE SHEET ARRANGEMENTS

         As of the date of this Quarterly Report,  the Company does not have any
off-balance  sheet  arrangements  that  have  or are  reasonably  like 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.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

PLAN OF OPERATION

         As of the date of this  Quarterly  Report,  management  of the  Company
estimates  that  GeneMax   Pharmaceuticals   previously   raised   approximately
$2,000,000 in funding and the Company has raised $2,503,500 in funding since the
May 2002 announcement of the GeneMax Pharmaceuticals acquisition.  Management of
the Company  believes  that an estimated  $14,000,000  is required over the next
three years for payment of expenses  associated with the balance of pre-clinical
development  and  commencement  of Phase I-II clinical trials for the TAP Cancer
Vaccine and for corporate expenses, and other development initiatives.

FUNDING

         During the last quarter of fiscal year ended  December  31,  2002,  the
Company  terminated an offering of 1,000,000  Units at $2.50 per Unit. Each Unit
consists of one share of  restricted  common stock of the Company (the  "Share")
and one-half of one non-transferable share purchase warrant (the Warrant"), with
each whole Warrant convertible into one share of common stock at $5.00 per whole
Warrant.  The  Company  sold  425,400  Units and  received  $1,063,500  in gross
proceeds.

         Current management of the Company  anticipates an increase in operating
expenses  over  the  next  three  years  to pay  expenses  associated  with  the
successful   completion  of  the  balance  of   pre-clinical   development   and
commencement  of Phase I-II clinical trials for the TAP Technology and corporate
expenses.  Pursuant to these  operational  requirements,  the Company must raise
additional  funds.  The Company may finance these expenses with further issuance
of common  stock of the  Company.  The  Company  believes  that any  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. If the Company raises additional funds through
the  issuance of equity or  convertible  debt  securities  other than to current
shareholders,  the  percentage  ownership of its current  shareholders  would be
reduced, and such securities might have rights, preferences or privileges senior
to its common stock.  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.

                                       24

         Management  of the  Company  estimates  that  as of the  date  of  this
Quarterly Report,  the Company has raised  approximately  $2,503,500 in funding.
Management  of the Company  believes that an estimated  $14,000,000  is required
over the next three years for payment of expenses associated with the balance of
pre-clinical  development and commencement of Phase I-II clinical trials for the
TAP Cancer  Vaccine.  The Company must raise  additional  capital to execute its
business plan according to time schedules  provided by management.  Furthermore,
the Company has not generated sufficient cash flow in the past to fully fund the
lengthy  product  development  cycles that are normal to the  biotech  industry.
Historically, the Company has relied upon internally generated funds, funds from
the sale of  shares  of  stock  and  loans  from its  shareholders  and  private
investors to finance its operations and growth. 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.
There  can be no  assurance,  however,  that the  Company  will be able to raise
additional  capital.  The Company's  inability to successfully  raise additional
capital  would have a material  and  adverse  affect  upon the  Company  and its
shareholders.

ITEM III. CONTROLS AND PROCEDURES

         (a) The Company, under the supervision of the President,  has conducted
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure controls and procedures within ninety (90) days of the filing date of
this Quarterly  Report.  Based upon the results of this evaluation,  the Company
believes that they  maintain  proper  procedures  for  gathering,  analyzing and
disclosing all  information in a timely fashion that is required to be disclosed
in its reports under the Securities Exchange Act of 1934, as amended. There have
been  no  significant  changes  in  the  Company's  controls  subsequent  to the
evaluation date.

         (b) There were no significant changes in the Company's internal control
or in other  factors  that could  significantly  affect the  Company's  internal
controls subsequent to the evaluation date.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         (a) On  approximately  May 9, 2003,  the Company  initiated  litigation
against LOM Securities (Bermuda) Limited,  LOM (Holdings) Limited,  Brian Lines,
and Black Corporations  1-100 (the "LOM Defendants"),  by filing a Complaint and
Demand for Jury in the United States District Court,  State of Nevada,  Case No.
CV-N-03-0246-HDM-VPC  (the "LOM  Complaint").  The  claims  made by the  Company
against the LOM Defendants involve the alleged  establishment,  facilitation and
participation, directly or indirectly, in activities allowing the LOM Defendants
and others to establish  and/or hold "short"  positions in the Company's  common
stock and causing at least  1,916,833  restricted  shares of common stock of the
Company to be included in and  reflected on  investment  account  statements  of
clients of the LOM Defendants which were not, in fact, on deposit in such client
accounts.  The LOM Complaint  further alleges that the LOM Defendants failed and
refused  to take  reasonable  measure  or care  with  regard  to their  trading,
clearing and/or transfer of shares of the Company and breached their  respective
duties in  contravention of the laws and rules and regulations of the Securities
Act of 1933, as amended,  and the  Securities  Exchange Act of 1934, as amended.
The claims against the LOM Defendants also specifically allege fraud and

                                       25

misrepresentation,    negligence,    conversion,   deceptive   trade   practice,
racketeering,  interference  with contracts and  interference  with  prospective
economic advantages. The Company is seeking damages in excess of $10,000,000.

         As of the date of this Quarterly Report,  the LOM Defendants have until
June 8, 2003 within which to file an answer.

         (b)  On  approximately   September  4,  2002,  the  Company   initiated
litigation   against  Global   Securities   Corporation  and  Union   Securities
Corporation (the "B.C. 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 claims made by the Company against the B.C.
Defendants in the British Columbia  Complaint  involve the alleged illegal naked
short  selling of the  Company's  shares of common  stock  conducted by the B.C.
Defendants  to  manipulate  share price for profit and gain in  violation of the
provisions  of the Company's  bylaws,  the  Investment  Dealers  Association  of
Canada,  the National  Association of Securities  Dealers,  the Criminal Code of
Canada,  and the  Securities  Exchange Act of 1934, as amended (the "Naked Short
Sales"). The claims against the B.C. Defendants specifically allege violation of
fair-trading  practices,  negligence and/or fraud and share price  manipulation.
The  Company is seeking  damages  from the B.C.  Defendants  resulting  from the
alleged  actions  of  the  B.C.  Defendants  that  include  loss  of  investment
opportunity, injury to reputation, artificial issuance of shares that results in
illegal devaluation of the Company's securities, and other damages.

         As of the date of this Quarterly Report, the B.C. Defendants have filed
a statement of defense generally denying the allegations and counterclaiming for
defamation  relating to statements  made by the Company about the  litigation in
news releases. The parties have engaged in preliminary discovery, which includes
response to  interrogatories,  production  of documents  and request for further
production  of  documents.  Management  of the Company  intends to  aggressively
pursue and continue its legal actions and to further review its potential  legal
remedies.

         (c) On approximately  October 3, 2002, the Company initiated litigation
against  various  broker-dealers,  market  makers and clearing  agents (the U.S.
Defendants")  allegedly  involved in the Naked Short Sales by filing a Complaint
in the U.S.  District  Court for the District of Nevada,  File No.  S024914 (the
"United  States  Complaint").  The claims made by the  Company  against the U.S.
Defendants in the United States Complaint allege unlawful "shorting"  activities
involving  the Company's  shares of common stock  including  fraud,  negligence,
violation of U.S.  securities  laws,  racketeering  (RICO) and  conspiracy.  The
Company seeks an injunction  against the U.S.  Defendants to enjoin the unlawful
shorting activities and substantial damages, including punitive damages.

         As of the  date of this  Quarterly  Report,  the U.S.  Defendants  have
either  filed  answers,  requests  for  extensions  of time within which to file
formal statements of defense,  or motions to dismiss.  Management of the Company
believes  that upon  receipt of trading  records  and other  documentation,  the
Company may amend the United States Complaint to name additional broker-dealers,
market  makers,  clearing  agents and  individual  securities  professionals  as
defendants.  Management  of the  Company  intends  to  aggressively  pursue  and
continue its legal actions and to further review its potential legal remedies.

         Except as disclosed  above,  management is not aware of any other legal
proceedings  contemplated by any governmental authority or other party involving
the Company or its properties. No director,  officer or affiliate of the Company

                                       26

is (i) a party adverse to the Company in any legal  proceedings,  or (ii) has an
adverse interest to the Company in any legal proceedings.  Management,  however,
is aware that the  Securities and Exchange  Commission  filed a complaint in the
United  States  District  Court  for  the  District  of  Maryland  naming  Agora
Publishing and other defendants,  which in the text of the complaint  references
Mr.  James D.  Davidson.  In  consideration  of  complications  and  controversy
resulting  from  such  litigation  and  the  potential  for  negative   investor
perceptions,  on April 16, 2003, Mr. Davidson tendered his temporary resignation
as the Chief  Financial  Officer,  Secretary,  and a  director  of the  Company.
Management is not aware of any other legal proceedings pending or that have been
threatened against the Company or its properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         In accordance  with the terms and  provisions of the Stock Option Plan,
and as of the date of this  Quarterly  Report,  the  Board of  Directors  of the
Company has granted an  aggregate  of 3,270,000  stock  options as follows:  (i)
1,740,000 stock options and 395,000 incentive stock options exercisable at $1.00
per share to previous  holders of stock  options of GeneMax  Pharmaceuticals  to
replace stock options previously granted by GeneMax Pharmaceuticals at $0.60 per
share;  (ii) 1,000,000  stock options at $0.50 per share to ICI's  designates or
employees;  (iii)  20,000  stock  options at $5.50 per share;  (iv) 15,000 stock
options at $7.50 per share; and (v) 100,000 stock options at $8.50 per share. Of
those  3,270,000  stock options  granted,  and as of the date of this  Quarterly
Report:  (i) 1,000,000  stock options have been exercised at $0.50 per share for
aggregate  proceeds of $500,000 in accordance  with the terms of the  respective
notice and  agreement of exercise of option;  and (ii) 25,000 stock options have
been  exercised  at $1.00  per  share  for  aggregate  proceeds  of  $25,000  in
accordance with the terms of the notice and agreement of exercise of option.  As
a result, the Company has issued 1,025,000 shares of its common stock.

         As of the date of this Quarterly Report, there are 16,813,519 shares of
common stock issued and outstanding.
________________________________________________________________________________
Title of Class    Name and Address of       Amount and Nature         Percent of
                   Beneficial Owner            of Class                 Class
________________________________________________________________________________

                                                      (1)(2)
Common Stock      James D. Davidson             1,466,666                  8.63%
                  321 S. St. Asaph Street
                  Alexandria, Virginia 22314

                                                      (1)(3)
Common Stock      Ronald L. Handford            1,266,000                  7.38%
                  3432 West 13th Avenue
                  Vancouver, British Columbia
                  Canada V5Y 1W1

                                                      (1)(4)
Common Stock      442668 B.C. Ltd.              3,270,465                 21.73%
                  12596 23rd Avenue
                  Surrey, British Columbia
                  Canada V4A 2C2

                                       27

                                                      (5)
Common Stock      Dr. Karl Hellstrom              100,000                  0.06%
                  720 Broadway
                  Seattle, Washington 98122

Common Stock      Grant R. Atkins                       0                     0%
                  435 Martin Street, Suite 2000
                  Blaine, Washington 98230

                                                      (6)
Common Stock      All current officers          6,103,131                 34.00%
                  and directors as a group
                  (4 persons)
________________________________________________________________________________
(1)
   These are restricted shares of common stock.
(2)
   Mr.  James   Davidson  is  an  initial   founding   shareholder   of  GeneMax
Pharmaceuticals. This figure includes (a) 788,333 shares of common stock held of
record by Mr. Davidson;  (b) an aggregate of 500,000 shares of common stock held
of record by Mr.  Davidson's two minor  children,  respectively,  over which Mr.
Davidson  has sole  voting and  disposition  rights;  (c) an  assumption  of the
exercise of an aggregate of 13,333  warrants  exercisable  into 13,333 shares of
common  stock at the rate of $0.75 per share  expiring  on May 1,  2006;  (d) an
assumption  of the exercise by Mr.  Davidson of an aggregate of 15,000  warrants
exercisable  by Mr.  Davidson  into 15,000 shares of common stock at the rate of
$1.00 per share expiring December 1, 2005; and (e) an assumption of the exercise
by Mr.  Davidson of an aggregate  of 150,000  stock  options to acquire  150,000
shares of common stock at $1.00 per share (which  exercise rights will expire on
July 15, 2003 in accordance  with the terms of the stock option plan pursuant to
Mr.  Davidson's  resignation as the Chief Financial  Officer,  Secretary,  and a
director of the  Company,  unless  extended by vote of the board of directors of
the  Company.  As of the date of this  Quarterly  Report,  no warrants nor stock
options have been exercised.
(3)
   Mr.  Ronald   Handford  is  an  initial   founding   shareholder  of  GeneMax
Pharmaceuticals. This figure includes (a) 158,000 shares of common stock held of
record by Mr.  Handford;  (b) 325,000  shares of common  stock held of record by
Aberdeen  Holdings Limited over which Mr. Handford has sole disposition  rights;
(c) 325,000  shares of common stock held of record by Latitude 32 Holdings  Ltd.
over which Mr.  Handford  has sole  disposition  rights;  (d) 100,000  shares of
common stock held of record by Handford  Management Inc. over which Mr. Handford
has sole voting and disposition rights; (e) an assumption of the exercise by Mr.
Handford of an aggregate of 8,000  warrants into 8,000 shares of common stock at
$0.75 per share expiring December 1, 2005; and (f) an assumption of the exercise
by Mr.  Handford of an aggregate  of 350,000  stock  options to acquire  350,000
shares of common stock at $1.00 per share.

                                       28

As of the date of this Quarterly Report, no warrants nor stock options have been
exercised.
 (4)
   Dr.  Wilfred  Jefferies  is  an  initial  founding  shareholder  of   GeneMax
Pharmaceuticals.  Dr. Jefferies has sole voting and disposition  rights over the
2,770,465  shares of common stock held of record by 442668 B.C. Ltd. This figure
also includes an assumption of the exercise by Dr.  Jefferies of an aggregate of
500,000  stock  options to acquire  500,000  shares of common stock at $1.00 per
share.  As of the date of this  Quarterly  Report,  no stock  options  have been
exercised.
(5)
   This figure  includes the  assumption of the exercise by Dr.  Hellstrom of an
aggregate of 100,000 stock options to acquire  100,000 shares of common stock at
$8.50 per shares. As of the date of this Quarterly Report,  56,250 stock options
have vested and the remaining  stock options will vest over the next  twenty-one
months.  As of the date of this  Quarterly  Report,  no stock  options have been
exercised.
(6)
   This figure  includes  the  assumption  of the  exercise of an  aggregate  of
36,333  warrants  into 36,333  shares of common stock and the  assumption of the
exercise of 1,100,000 stock options into 1,100,000 shares of common stock.

         Notwithstanding  the Pooling  Agreement,  there are no  arrangements or
understanding  among the  entities  and  individuals  referenced  above or their
respective  associates  concerning  election of directors  or any other  matters
which may require shareholder approval.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         No report required.

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

         No report required.

ITEM 5. OTHER INFORMATION

                                       29

         On  approximately  April 16, 2003,  James D.  Davidson  resigned as the
Chief  Financial  Officer,   Secretary,  and  a  director  of  the  Company.  On
approximately  May 6, 2003, Alan Lindsay  resigned as a director of the Company.
As of the date of this Quarterly Report, the directors and executive officers of
the Company are as follows:

Name                      Age                 Position with the Company
____                      ___                 _________________________

Ronald L. Handford        50                  Director and President/
                                              Chief Executive Officer

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

Grant Atkins              42                  Director/Chief Financial Officer/
                                              Secretary

Dr. Karl E. Hellstrom     69                  Director

BIOGRAPHIES OF DIRECTORS AND OFFICERS

         RONALD L. HANDFORD,  B.A.Sc.,  M.B.A. is the President/Chief  Executive
Officer and a director of the Company and of GeneMax  Pharmaceuticals,  Inc. Mr.
Handford has over 29 years of international experience in business,  finance and
leading public and private  companies.  He has conducted due diligence review of
the  GeneMax  technology  acquisition,  negotiated  the key  license  as well as
operating and management contracts, prepared the business plan, and arranged the
private seed capital with the  assistance  of the other  members of the business
team.  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 and of
GeneMax Pharmaceuticals,  Inc. 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
(http//www.brc.ubc.ca/facult/wilf/wilf.htm).  He is the lead  researcher  on the
scientific discoveries that form the bases of GeneMax Pharmaceuticals,  Inc. Dr.
Jefferies  received  his D.Phil.  from Oxford and was a  post-doctoral  research
fellow at the Karolinska  Institute in Sweden and the Swiss Cancer  Institute in
Lausanne.  His current  research foci at UBC are iron  transport/metabolism  and
antigen processing.  Dr. Jefferies was the founder of Synapse Technologies Inc.,
which  was  acquired  in  2002  by  BioMarin  Pharmaceutical.  He  oversees  the
scientific development of the Company.

         GRANT ATKINS is the Chief Financial Officer/Secretary and a director of
the Company.  Mr.  Atkins was formerly  president  and  secretary of the Company
through  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  and
project  coordination  consultant to clients in government and private industry.
He has extensive multi-industry experience

                                       30

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  had  many  years  of  experience  in  both  director  and  officer
designations  of  various  public  companies.  Mr.  Atkins  forms  part  of  the
management  team that  provides a wide range of services to the Company  through
Investor Communications International, Inc.

         DR.  KARL E.  HELLSTROM  is a director  of the  Company  and of GeneMax
Pharmaceuticals,  Inc. 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 Tumor  Immunology
Program.  In 1983, he joined the  biotechnology  company Oncogen which, in 1990,
was integrated into the Pharmaceutical Research Institute of Brisol-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 Tumor Immunology as a principal  investigator.  Dr.
Hellstrom also currently retains an affiliate professorship at the University of
Washington  Medical School.  He has been a past member of two NIH Study Sections
(Immunobiology  and  Experimental  Immunology),  and a member of the  Scientific
Advisory Board of Memorial Sloan Kettering Institute for Cancer Research as well
as of the Scientific Advisory Board of Hybritech Inc. Dr. Hellstrom has received
many awards,  including the Parke-Davis award in experimental  pathology,  Alpha
Omega Alpha,  the Lucy Wortham James award of the Ewing  Society,  the Pap Award
for outstanding  contribution to cancer research, the Humboldt Award to a senior
U.S.  scientist,  and the yearly American Cancer Society  National Award. He has
also been honored as Knight of the Northern Star, First Class,  Swedish Order of
Merit.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

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

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

         Reports on Form 8-K:

         None.

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        GENEMAX CORP.

Dated: May 13, 2003                     By: /s/ RONALD L. HANDFORD
                                        _________________________________
                                        President/Chief Executive Officer

Dated: May 13, 2003                     By: /s/ GRANT R. ATKINS
                                        _________________________________
                                        Chief Financial Officer

                                       30

                                                                    EXHIBIT 99.1

                            LETTERHEAD OF GENEMAX CORP.

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In  connection  with  the  Quarterly  Report  on  Form  10-QSB  for the
three-month  period ended March 31, 2003 of GeneMax Corp., a Nevada  corporation
(the  "Company"),  as filed with the Securities  and Exchange  Commission on the
date hereof (the "Quarterly Report"), I, Ronald L. Handford, President and Chief
Executive Officer of the Company certify,  pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of of 2002, that:

         1.    I, Ronald L.  Handford,  have  reviewed  and read this  Quarterly
               Report on Form 10-QSB;

         2.    To the  best of 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  covered by this Quarterly
               Report;

         3.    To the best of 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 Company as of, and for, the
               periods presented in this Quarterly Report;

         4.    I have  disclosed,  based on my most  recent  evaluation,  to the
               Company's   auditors  and  board  of  directors   performing  the
               equivalent functions of an audit committee:

               (a)  all  significant  deficiencies in the design or operation of
                    internal controls which could adversely affect the Company's
                    ability to record,  process,  summarize and report financial
                    data and have  identified  for the  Company'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 Company's internal controls; and

         5.    I have  indicated  in the  Quarterly  Report  whether  there were
               significant changes in internal controls or in other factors that
               could significantly  affect internal controls  subsequent to the
               date of my  most  recent  evaluation,  including  any  corrective
               actions  with regard to  significant  deficiencies  and  material
               weaknesses.

                                        /s/ RONALD L. HANDFORD
                                        _______________________________________
                                        Ronald L. Handford, President and Chief
                                        Executive Officer

                                                                    EXHIBIT 99.2

                            LETTERHEAD OF GENEMAX CORP.

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In  connection  with  the  Quarterly  Report  on  Form  10-QSB  for the
three-month  period ended March 31, 2003 of GeneMax Corp., a Nevada  corporation
(the  "Company"),  as filed with the Securities  and Exchange  Commission on the
date  hereof (the  "Quarterly  Report"),  I, Grant R.  Atkins,  Chief  Financial
Officer of the Company  certify,  pursuant to 18 U.S.C.  Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of of 2002, that:

         1.    I, Grant R. Atkins,  have reviewed and read this Quarterly Report
               on Form 10-QSB;

         2.    To the  best of 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  covered by this Quarterly
               Report;

         3.    To the best of 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 Company as of, and for, the
               periods presented in this Quarterly Report;

         4.    I have  disclosed,  based on my most  recent  evaluation,  to the
               Company's   auditors  and  board  of  directors   performing  the
               equivalent functions of an audit committee:

               (a)  all  significant  deficiencies in the design or operation of
                    internal controls which could adversely affect the Company's
                    ability to record,  process,  summarize and report financial
                    data and have  identified  for the  Company'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 Company's internal controls; and

         5.    I have  indicated  in the  Quarterly  Report  whether  there were
               significant changes in internal controls or in other factors that
               could significantly  affect internal controls  subsequent to the
               date of my  most  recent  evaluation,  including  any  corrective
               actions  with regard to  significant  deficiencies  and  material
               weaknesses.

                                        /s/ GRANT R. ATKINS
                                        ________________________________________
                                        Grant R. Atkins, Chief Financial Officer