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 June 30, 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 August 11, 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

            INTERIM 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                                           13

      ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                   13

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             14

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         14

      ITEM 5. OTHER INFORMATION                                           14

      ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            14

SIGNATURES                                                                15

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
____________________________

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003

                                   (UNAUDITED)

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                       INTERIM CONSOLIDATED BALANCE SHEETS

                                                                                                 June 30,       December 31,
                                                                                                   2003             2002
_______________________________________________________________________________________________________________________________
                                                                                                (unaudited)
                                                                                                             
                                                            ASSETS

CURRENT ASSETS
   Cash                                                                                           $   46,204       $  642,589
   Prepaid expenses                                                                                    6,000            6,000
_______________________________________________________________________________________________________________________________

                                                                                                      52,204          648,589
FURNITURE AND EQUIPMENT, (Note 5)
   net of depreciation of $100,551 (2002 - $79,138)                                                   92,232          112,839
_______________________________________________________________________________________________________________________________

                                                                                                  $  144,436       $  761,428
===============================================================================================================================

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CURRENT LIABILITIES

   Accounts payable and accrued liabilities                                                       $  492,927       $  264,613
   Due to related parties (Note 6)                                                                   311,155           30,986
_______________________________________________________________________________________________________________________________

                                                                                                     804,082          295,599
_______________________________________________________________________________________________________________________________

COMMITMENTS AND CONTINGENCIES (Notes 1, 4 and 6)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
   Capital stock  (Note 7)
      Common stock, $0.001 par value, 25,000,000 shares authorized
        16,813,519 shares issued and outstanding (2002 - 15,847,519)                                  16,813           15,847
   Additional paid-in capital                                                                      4,876,199        3,621,665
   Common stock subscriptions                                                                              -          200,000
     Common stock purchase warrants                                                                  610,700          610,700
   Deficit accumulated during the development stage                                               (6,127,799)      (3,972,760)
    Accumulated other comprehensive income (loss)                                                    (35,559)          (9,623)
_______________________________________________________________________________________________________________________________

                                                                                                    (659,646)          465,829
_______________________________________________________________________________________________________________________________

                                                                                                  $  144,436       $  159,470
===============================================================================================================================

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

                                    GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                                                   July 27, 1999
                                                                                                                  (inception) to
                                                 Three months ended June 30,        Six months ended June 30,        June 30,
                                                    2003             2002             2003            2002             2003
__________________________________________________________________________________________________________________________________
                                                                   (Note 1)                         (Note 1)         (Note 1)

INTEREST INCOME                                       $     -         $     29         $     -         $     29        $  26,571
OTHER INCOME
__________________________________________________________________________________________________________________________________

EXPENSES
   Consulting fees                                     28,718            6,014          84,718           35,500          438,995
   Consulting fees - stock based (Note 8)             549,625                -         561,500                -        1,191,775
   Depreciation                                        10,731           10,180          21,413           20,361          100,551
   License fees                                             -                -               -                -           79,243
   Management fees                                     56,844           27,322         111,690           60,322          598,896
   Office and general                                 244,589           22,792         610,346           41,803          857,772
   Professional fees                                   68,444           45,213         154,198           72,249          664,701
     Research and development                         293,871          249,992         568,647          362,641        2,101,687
   Travel                                              27,569              503          42,527            1,821          120,750
__________________________________________________________________________________________________________________________________

                                                    1,280,391          362,016       2,155,039          594,697        6,154,370
__________________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                           $(1,280,391)      $ (361,987)    $(2,155,039)      $ (594,668)     $(6,127,799)
==================================================================================================================================

BASIC NET LOSS PER SHARE                            $   (0.08)      $   (0.03)       $   (0.13)       $   (0.05)
=================================================================================================================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                             16,813,123      11,431,965       16,535,591       11,431,965
=================================================================================================================

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

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                                July 27, 1999
                                                                                                                (inception) to
                                                                                Six months Ended June 30           June 30,
                                                                                 2003              2002              2003
_______________________________________________________________________________________________________________________________
                                                                                                 (Note 1)          (Note 1)
                                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                     $ (2,155,039)       $ (594,668)     $ (6,127,799)
  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation                                                                    21,413            20,361           100,551
  - non-cash consulting fees                                                             -                 -             5,750
  - non-cash license fees                                                                -                 -               500
  - stock-based compensation                                                       561,500                 -         1,191,775
  - accounts payable                                                               228,314           100,480           478,643
_______________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                           (1,343,812)         (473,827)       (4,350,580)
_______________________________________________________________________________________________________________________________

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchase of furniture and equipment                                                 (806)                -          (192,783)
  Pre reverse acquisition advances from Eduverse (Note 3)                                -           250,000           250,000
  Cash acquired on reverse acquisition of Eduverse (Note 3)                              -                             173,373
_______________________________________________________________________________________________________________________________

NET CASH FROM (USED IN) INVESTING ACTIVITIES                                          (806)          250,000           230,590
_______________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                               494,000           170,500         3,675,730
  Loans payable                                                                          -            68,545           136,245
  Advances from related parties                                                    280,169           107,343           389,778
_______________________________________________________________________________________________________________________________

NET CASH FLOWS FROM FINANCING ACTIVITIES                                           774,169           346,388         4,201,753
_______________________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES                                                    (25,936)           (5,301)          (35,559)
_______________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                       (596,385)          117,260            46,204

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

CASH, END OF PERIOD                                                             $   46,204        $  128,821        $   46,204
===============================================================================================================================

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

                                 GENEMAX CORP.
                         (A DEVELOPMENT STAGE COMPANY)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 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 a working capital
deficiency  of  $751,878,  a capital  deficiency  of $659,646  and has  incurred
significant  losses since  inception and further  losses are  anticipated in the
development  of its  products  raising  substantial  doubt  as to the  Company's
ability to continue as a going  concern.  The ability of the Company to continue
as a going  concern is dependent on raising  additional  capital to fund ongoing
research  and  development  and  ultimately  on  generating   future  profitable
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 six
months ended June 30, 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").

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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.

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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.  As the options  granted
during the period were to consultants, no pro forma disclosures are required.

The  Company  has  elected to  continue  to  account  for  stock-based  employee
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees",
("APB No.  25") and comply  with the  disclosure  provisions  of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the  Company  applies  the fair  value  method  using the  Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation  expense 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 accordance with SFAS No. 123, the Company applies the fair value method using
the  Black-Scholes  option-priceing  model in accounting for options  granted to
consultants.

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

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.

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

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

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on  deferred  income tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date. At June 30, 2003 a full deferred tax asset  valuation  allowance
has been provided and no deferred tax asset benefit has been recorded.

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

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 3 - EDUVERSE ACQUISITION (CONT'D)
________________________________________________________________________________

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.

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 June  30,  2003
CAN$433,677  (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 June 30, 2003 GPI owes  CAN$38,709 to UBC to fund GPI's  obligations
under the CANVAC Agreement.

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 5 - FURNITURE AND EQUIPMENT
________________________________________________________________________________

                                              June 30,        December 31,
                                                 2003             2002
                                           __________________________________

       Office furniture and equipment           $  32,839         $  32,033
       Laboratory equipment                       159,944           159,944
                                           __________________________________

                                                  192,783           191,977
       Less: accumulated depreciation            (100,551)          (79,138)
                                           __________________________________

                                                $  92,232         $ 112,839
                                           ==================================

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 six months ended June 30,
                                                2003               2002
                                          ____________________________________

           Consulting fees                      $    31,000        $    33,000
           Management fees                          111,690             60,322
           Research and development                  66,184             76,268
                                          ____________________________________

                                                $   208,874        $   169,590
                                          =====================================

The Company has total commitments relating to the above agreements for the years
ended  December  31,  2003  through  2005  of  $192,000,   $149,000  and  $7,400
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  $19,625  during the six
months ended June 30, 2003.

During the six months ended June 30, 2003 GPI and the Company incurred  $208,874
(2002 - $169,590) in fees and $601,412  (2002 - $NIL) in expense  reimbursements
to these  related  parties,  made net  repayments  of $530,117  (2002 - $62,247)
leaving  $311,155 owing at June 30, 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.

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

GMC CAPITAL STOCK TRANSACTIONS DURING THE PERIOD ENDED JUNE 30, 2003:
During the period  the  Company  issued  898,000  shares of common  stock on the
exercise of stock options at $0.50 per share for proceeds of $449,000 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.

GPI CAPITAL STOCK TRANSACTIONS DURING THE PERIOD ENDED JUNE 30, 2002:
During the period  ended  June 30,  2002 GPI  completed  private  placements  of
187,500 units at $1.00 per unit for total proceeds of $170,500,  net of finder's
fees of $17,000.  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 with  12,500 of the  warrants
expiring December 1, 2005 and 175,000 of the warrants expiring May 1, 2006.

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.

During the period,  the Board of Directors approved an increase in the number of
options available under the Plan from 3,500,000 to 4,500,000.

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  898,000 of these
options were exercised at $0.50 per share for proceeds of $448,000.

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%

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

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 June 30,
2003 a total of $35,625  (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.  During the period,  the exercise price of these
options  was  reduced  to $1.75 per share and as a  result,  these  options  are
subject  to  variable  accounting  in  accordance  with  the  provisions  of the
Financial  Accounting  Standards  Board  Interpretation  No.44,  Accounting  for
Certain  Transactions  Involving Stock  Compensation - An  Interpretation of APB
Opinion No. 25 ("FIN 44"). As at June 30, 2003,  compensation expense of $33,750
has been recorded in connection with these options to reflect an increase in the
quoted market price of these options from $1.75 per share to $2.00 per share.

During the period ended June 30, 2003 the Company  granted 300,000 stock options
to a consultant at a price of $1.00 per share subject to immediate vesting.  The
fair value of these options at the date of grant of $504,000 was estimated using
the  Black-Scholes  option pricing model with an expected life of three years, a
risk-free  interest rate of 3% and an expected  volatility  of 219%.  During the
period the $504,000 was recorded as a consulting fee.

The Company's stock option activity,  as restated to reflect the modification of
the exercise prices as described above, 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                 1.75
     Exercised during 2002                                     (102,000)                0.50
                                                         ___________________________________________________________

     Balance, December 31, 2002                               3,168,000                 0.89        2.33 years
     Granted during the period                                  300,000                 1.00
     Forfeited during the period                                (50,000)                1.00
     Exercised during the period                               (923,000)                0.51
                                                         ___________________________________________________________

     Balance, June 30, 2003                                    2,495,000             $  1.04        2.33 years
                                                         ===========================================================

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
________________________________________________________________________________
(UNAUDITED)

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

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, June 30, 2003                     868,360              $  2.09        2.18 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  $4,930,000 at June 30, 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.

     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 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").

     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 desired 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
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.  As of the
date of this  Quarterly  Report,  the First  Release  Date has been  extended  a
further 12 months  pursuant to approval by the Pooling  Committee  authorized by
the Board of Directors as  contemplated  under the terms and  provisions  of the
Pooling Agreement.

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 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
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 carry out  further  development  of the TAP  technologies  as a
cancer   vaccine  and  other   commercial   products  and  to  provide   GeneMax
Pharmaceuticals  with the option to  acquire  the  rights to  commercialize  any
additional  technologies developed with the Collaborative Research Agreement. In
accordance  with the  terms of the  Collaborative  Research  Agreement:  (i) the
Company  provides  funding  pursuant  to  certain   commitments  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.

     Pursuant to a series of amendments to the Collaborative Research Agreement,
the funding  commitment  was  increased to an aggregate of  $2,973,049  Canadian
Dollars,  of which $991,515 was to be paid during fiscal year ended December 31,
2002,  $1,135,801  to be paid during  fiscal year ended  December 31, 2003,  and
$471,518 to be paid during  fiscal year ended  December 31, 2004. As of June 30,
2003,  an  aggregate  of  $433,677   Canadian  Dollars  is  payable  by  GeneMax
Pharmaceuticals  in  connection  with  the  Collaborative   Research  Agreement.
Moreover, in accordance with the terms of the Collaborative  Research Agreement,
GeneMax Pharmaceuticals has purchased certain laboratory equipment in connection
with the ongoing research.

     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 Dollars
research  grant  to  UBC  to  further  fund  research  activities  upon  GeneMax
Pharmaceuticals contributing $117,300 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 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 (Canadian 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 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 protocal 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
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 world-wide 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.

     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.

     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.

SIX-MONTH PERIOD ENDED JUNE 30, 2003 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30,
2002

     The Company's  net losses  during the six-month  period ended June 30, 2003
were  approximately  ($2,155,039)  compared  to  a  net  loss  of  approximately
($594,668)  during the  six-month  period  ended June 30,  2002 (an  increase of
$1,560,371).

     Net revenues during the six-month periods ended June 30, 2003 and 2002 were
$-0-. The lack of revenues during the six-month  periods ended June 30, 2003 and
2002   resulted   from  the   consummation   of  the   acquisition   of  GeneMax
Pharmaceuticals  and the resulting  emphasis on the research and  development of
the TAP  Technologies.  Interest  income of $29 was recorded  for the  six-month
period ended June 30, 2002.

     During the  six-month  period  ended June 30,  2003,  the Company  recorded
operating  expenses of  $2,155,039  compared to $594,697 of  operating  expenses
recorded  during the  six-month  period  ended  June 30,  2002 (an  increase  of
$1,560,342).  The operating  expenses incurred during the six-month period ended
June 30,  2003  consisted  primarily  of the  following:  (i) office and general
expenses  of  approximately  $610,346  compared to $41,803  incurred  during the
six-month  period  ended  June  30,  2002;  (ii)  research  and  development  of
approximately $568,647 compared to $362,641 incurred during the six-month period
ended June 30, 2002; (iii) $561,500  recorded as consulting fees relating to the
grant of stock options  compared to $-0- recorded as consulting fees relating to
grant of stock  options  during the six-month  period ended June 30, 2002;  (iv)
professional fees of approximately  $154,198 compared to $72,249 incurred during
the six-month  period ended June 30, 2002; (v) management fees of  approximately
$111,690 compared to $60,322 incurred during the six-month period ended June 30,
2002; (vi) consulting fees of approximately $84,718 compared to $35,500 incurred
during the  six-month  period  ended June 30,  2002;  (vii)  travel  expenses of
approximately  $42,527  compared to $1,821 incurred during the six-month  period
ended June 30, 2002; and (viii) depreciation  expenses of approximately  $21,413
compared to $20,361  incurred  during the six-month  period ended June 30, 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
relating to the TAP technology and the TAP Cancer Vaccine.

     Of the $2,155,039 incurred as operating expenses,  an aggregate of $208,874
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 six-month period ended June 30, 2003, an aggregate of $60,000 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
$601,412. Based upon $2,154, which remained due and owing to ICI at December 31,
2002,  this  resulted in  $663,566  due and owing to ICI.  During the  six-month
period ended June 30, 2003, the Company paid ICI $402,323.  As of June 30, 2003,
an  aggregate  amount of  $261,243  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 six-month period
ended June 30, 2003, Mr. Atkins received  $19,625 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 six-month period ended June 30, 2003, an aggregate of $44,245 in
fees was  incurred  to 442668 for  services  rendered  by Dr.  Jefferies  to the
Company  under the  GeneMax  Pharmaceuticals  Consulting  Agreement.  During the
six-month period ended June 30, 2003, the Company paid $36,332 to 442668.  As of
June 30, 2003, an aggregate  amount of $7,913 remains due and owing to 442668 by
the Company.

     During the six-month  period ended June 30, 2003,  Dr.  Jefferies  received
$44,245  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 six-month period ended June 30, 2003, an aggregate of $51,690 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
$68,022 due and owing Handford. During the six-month period ended June 30, 2003,
the Company paid Handford  $42,446.  As of June 30, 2003, an aggregate amount of
$25,576 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 prior  director of the Company,
entered   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 further terms and provisions of the GeneMax  Pharmaceuticals
Services Agreement, AL&A was to be paid a monthly fee of $2,500 U.S. Dollars and
reimbursement of expenses.

     During the six-month period ended June 30, 2003, an aggregate of $10,000 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 $22,500 due and owing AL&A.
During the six-month  period ended June 30, 2003, the Company paid AL&A $10,000.
As of June 30,  2003,  an aggregate  amount of $12,500  remains due and owing to
AL&A.

     During the six-month  period ended June 30, 2003, Mr.  Lindsay  received an
aggregate of $10,000 through 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 was 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 was to 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 six-month period ended June 30, 2003, an aggregate of $20,000 in
fees was incurred to Davidson  for services  rendered by Davidson to the Company
under the Davidson  Agreement.  During the six-month period ended June 30, 2003,
the Company paid Davidson  $20,000.  As of June 30, 2003, an aggregate amount of
$-0- 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.
Therefore, as of April 16, 2003, the Davidson Agreement was terminated.

     As discussed  above,  the increase in net loss during the six-month  period
ended June 30, 2003 as compared to the  six-month  period ended June 30, 2002 is
attributable  primarily to the  increased  scale and scope of overall  corporate
activity pertaining to the ongoing research and development  relating to the TAP
technology  and the TAP  Cancer  Vaccine.  The  Company's  net loss  during  the
six-month period ended June 30, 2003 was  approximately  ($2,155,039) or ($0.13)
per common share compared to a net loss of  approximately  ($594,668) or ($0.05)
per common share during the six-month  period ended June 30, 2002.  The weighted
average of common shares  outstanding  were 16,535,591 for the six-month  period
ended June 30, 2003 compared to 11,431,965  for the six-month  period ended June
30, 2002.

THREE-MONTH PERIOD ENDED JUNE 30, 2003 COMPARED TO THREE-MONTH PERIOD ENDED JUNE
30, 2002

     The Company's net losses during the three-month  period ended June 30, 2003
were  approximately  ($1,280,391)  compared  to  a  net  loss  of  approximately
($361,987)  during the  three-month  period  ended June 30, 2002 (an increase of
$918,404).

     Net revenues  during the  three-month  periods ended June 30, 2003 and 2002
were $-0-.  Interest income of $29 was recorded for the three-month period ended
June 30, 2002.

     During the  three-month  period ended June 30, 2003,  the Company  recorded
operating  expenses of  $1,280,391  compared to $362,016 of  operating  expenses
recorded  during the  three-month  period  ended June 30,  2002 (an  increase of
$918,375).  The operating  expenses incurred during the three-month period ended
June 30, 2003  consisted  primarily of the  following:  (i) 549,625  recorded as
consulting fees relating to the grant of stock options compared to $-0- recorded
as consulting  fees relating to grant of stock  options  during the  three-month
period ended June 30, 2002;  (ii) office and general  expenses of  approximately
$244,589  compared to $22,792 incurred during the three-month  period ended June
30, 2002; (iii) research and development of approximately  $293,871  compared to
$249,992  incurred  during the  three-month  period  ended June 30,  2002;  (iv)
professional  fees of approximately  $68,444 compared to $45,213 incurred during
the three-month period ended June 30, 2002; (v) consulting fees of approximately
$28,718 compared to $6,014 incurred during the three-month period ended June 30,
2002; (vi) management fees of approximately $56,844 compared to $27,322 incurred
during the  three-month  period  ended June 30, 2002;  (vii) travel  expenses of
approximately  $27,569  compared to $503 incurred during the three-month  period

ended June 30, 2002; and (viii) depreciation  expenses of approximately  $10,731
compared to $10,180 incurred during the three-month  period ended June 30, 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
ongoing  research and  development  relating to the TAP  technology  and the TAP
Cancer Vaccine.

     As discussed above, the increase in net loss during the three-month  period
ended June 30, 2003 as compared to the three-month period ended June 30, 2002 is
attributable  primarily to the  increased  scale and scope of overall  corporate
activity pertaining to 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 June 30, 2003 was approximately ($1,280,391) or ($0.08)
per common share compared to a net loss of  approximately  ($361,987) or ($0.03)
per common share during the three-month period ended June 30, 2002. The weighted
average of common shares  outstanding were 16,813,123 for the three-month period
ended June 30, 2003 compared to 11,431,965 for the three-month period ended June
30, 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.

SIX-MONTH PERIOD ENDED JUNE 30, 2003

     As of June 30,  2003,  the  Company's  current  assets were $52,204 and its
current  liabilities were $804,082,  which resulted in a working capital deficit
of  $751,878.  As of June 30, 2003,  the  Company's  total assets were  $144,436
consisting  of: (i) $52,204 in current  assets  comprised of $46,204 in cash and
$6,000 in prepaid expenses;  and (ii) $92,232 in furniture and equipment (net of
depreciation).  As of June 30, 2003, the Company's total liabilities of $804,082
consisted   primarily   of:  (i)  $492,927  in  accounts   payable  and  accrued
liabilities;  and (ii) amounts due to related parties of $311,155  pertaining to
the managerial and consulting agreements discussed above.

     As  of  June  30,  2003,  the  Company's   stockholders'   equity  (capital
deficiency) decreased to ($659,646) from $484,028 at March 31, 2003.

     The  Company  has  not  generated   positive  cash  flows  from   operating
activities. For the six-month period ended June 30, 2003, net cash flows used in
operating  activities was ($1,343,812)  compared to ($473,827) of net cash flows
used in operating  activities  for the six-month  period ended June 30, 2002 (an
increase of $869,985).  The increase in cash flows used in operating  activities
during the six-month period ended June 30, 2003 compared to the six-month period
ended June 30,  2002  resulted  from:  (i) a net loss of  ($2,155,039)  incurred
during the  six-month  period  ended  June 30,  2003  compared  to a net loss of
($594,668)  incurred  during the six-month  period ended June 30, 2002;  (ii) an
increase in stock-based  compensation  to $561,500  during the six-month  period
ended June 30, 2003 compared to $-0- during the six-month  period ended June 30,
2002; and (iii) an increase in accounts payable to $228,314 during the six-month
period  ended June 30, 2003  compared to $100,480  during the  six-month  period
ended June 30, 2002.

     The Company's cash flows used in investing  activities during the six-month
period  ended June 30,  2003 was ($806)  compared  to cash flows from  investing
activities  of $250,000  during the  six-month  period ended June 30, 2002.  The
change in cash flows used in investing  activities  during the six-month  period
ended June 30, 2003 compared to cash flows from investing  activities during the
six-month  period  ended  June 30,  2002  resulted  primarily  from  pre-reverse
acquisition advances from Eduverse.com in the amount of $250,000 recorded during
the six-month  period ended June 30, 2002  compared to $-0- recorded  during the
six-month period ended June 30, 2003.

     Net cash flows from financing  activities was $774,169 during the six-month
period ended June 30, 2003 compared to $346,388 in net cash flows from financing
activities  during the six-month period ended June 30, 2002. The increase in net
cash flows from financing  activities during the six-month period ended June 30,
2003  compared to the six-month  period ended June 30, 2002  resulted  primarily
from proceeds on sale and subscription of common stock in the amount of $494,000
compared to $170,500  during the  six-month  period ended June 30, 2002 and from
advances  from  related  parties in the amount of $280,169  compared to $107,343
during the six-month period ended June 30, 2002.

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 expected 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.

     Management of the Company  estimates  that as of the date of this Quarterly
Report, the Company has raised approximately  $2,899,500 in funding, in addition
to funds raised privately by GeneMax  Pharmaceuticals  prior to the 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.  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 fund its
operations  and  activities  due  primarily  to the  nature of  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 Defendant  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
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.

     (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 or requests  for  extensions  of time within which to file formal
statements of defense.  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. The Company defeated a motion
to dismiss  that was filed by certain  defendants,  which  alleged  the  Company
lacked jurisdiction in the state of Nevada. 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
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 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

NON-QUALIFIED STOCK OPTION PLAN

     On May 15, 2002, the Board of Directors  unanimously approved and adopted a
stock option plan and on September 30, 2002, the Board of Directors approved the
adoption of a new stock option plan (the "Stock Option  Plan"),  which  provides
authorization  to the Board of Directors to grant up to 3,500,000  Stock Options
to  directors,  officers,  employees  and  consultants  of the  Company  and its
subsidiaries.

     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  and/or  its  employees  or
consultants  who, in such  capacities,  rendered bona fide services on behalf of

the Company including,  but not limited to, administrative and managerial (which
shares were subject to an S-8  registration  statement filed with the Securities
and Exchange  Commission);  (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.  During the  six-month  period,  the Company  repriced  100,000 stock
options originally at $8.50, 20,000 stock options originally at $5.50 and 15,000
stock  options  originally  at $7.50  all to a new  exercise  price of $1.75 per
share.  Effective  July 1, 2003,  the  Company  granted a further  25,000  stock
options at an exercise price of $1.90 per share for a period of three years.

     Of  the  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 by employees or  consultants of ICI 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.  Management  of the Company  believes that such
services  provided  by the  employees  or  consultants  of ICI on  behalf of the
Company did not  include  services  which  directly  or  indirectly  promoted or
maintained a market for the Company's securities nor were rendered in connection
with  the  offer  or  sale  of  securities  in  a  capital-raising  transaction.
Therefore,  in  connection  with the exercise of such stock  options,  1,000,000
shares of common  stock of the  Company  were  issued to  certain  employees  or
consultants  of ICI who  provided  bona fide  services to the Company  under the
Consulting Services Agreement and 25,000 shares were issued to optionees.

     On April  16,  2003,  the Board of  Directors  of the  Company  unanimously
approved  and  ratified  the  adoption of an amendment to the Stock Option Plan,
which  provides  authorization  to the  Board  of  Directors  to  grant up to an
additional  2,245,000  stock  options  to  directors,  officers,  employees  and
consultants  of the  Company  and its  subsidiaries  for an  aggregate  limit of
4,500,000 stock options.

     Pursuant to Board of Director  approval and  ratification,  the Company has
granted  300,000 stock options at an exercise price of $1.00 per common share to
International  Market  Trend AG or its  employees  or  consultants  who  provide
services  to the  Company  (which  300,000  stock  options are subject to an S-8
registration  statement  filed with the  Securities  and Exchange  Commission on
August 12, 2003).  In connection with the grant of such stock options to and the
subsequent  exercise  by  International  Market  Trend  AG or its  employees  or
consultants,  management  of the Company  believes  that such bona fide services
provided by the employees or consultants to the Company do not include  services
which  directly or  indirectly  promote or  maintain a market for the  Company's
securities nor were rendered in connection  with the offer or sale of securities
in a capital-raising transaction.

     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           1,316,666                  8.58%
                  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

                                                          (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 expired 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  and a director 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) 808,000 shares of common stock held of
record by Mr.  Handford;  (b) 100,000  shares of common  stock held of record by
Handford Management Inc. over which Mr. Handford has sole voting and disposition
rights;  (c) 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 (d) 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.  On  approximately  May 4, 2003,  the 325,000  shares of common
stock  previously  held of record by Aberdeen  Holdings  Limited and the 325,000
shares of common stock  previously  held of record by Latitude 32 Holdings  Ltd.
were transferred to Mr. Handford as the holder of record. 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 (which have been  repriced to $1.75 per share).  As of the date
of this  Quarterly  Report,  56,250 stock  options have vested and the remaining
stock options will vest or 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

        No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibits:

         31.1 Form 302 Certification - CEO
         31.2 Form 302 Certification - CFO
         32.1 Form 906 Certification - CEO
         32.2 Form 906 Certification - CFO

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

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

                                                                    EXHIBIT 31.1

                                  CERTIFICATIONS

     I, Ronald L. Handford, certify that:

1.   I have reviewed this Form 10-QSB of Genemax Corporation;

2.   Based on my knowledge, this 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 report;

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

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant, including its consolidated subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the effectiveness of  the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in  this  report any  change in  the  registrant's internal
          control  over  financial  reporting  that  occurred  during  the small
          business issuer's most recent fiscal quarter (the registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The  registrant's  other  certifying   officer(s)  and   I  have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  registrant's  auditors  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2003                      /s/ RONALD L. HANDFORD
                                           ___________________________________
                                           Ronald L. Handford
                                           President and Chief Executive Officer

                                                                    EXHIBIT 31.2

                                  CERTIFICATIONS

     I, Grant Atkins, certify that:

1.   I have reviewed this Form 10-QSB of Genemax Corporation;

2.   Based on my knowledge, this 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 report;

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

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant, including its consolidated subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the effectiveness of  the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in  this  report any  change in  the  registrant's internal
          control  over  financial  reporting  that  occurred  during  the small
          business issuer's most recent fiscal quarter (the registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The  registrant's  other  certifying   officer(s)  and   I  have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  registrant's  auditors  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2003                      /s/ GRANT ATKINS
                                           ___________________________________
                                           Grant Atkins
                                           Chief Financial Officer

                                                                    EXHIBIT 32.1

                          SECTION 1350 CERTIFICATIONS

                  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  of  Genemax  Corporation  (the
"Company")  on Form 10-QSB for the period  ended June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Ronald
L. Handford, President/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 2002, that based on my knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date: August 12, 2003

/s/ RONALD L. HANDFORD
______________________________________
Ronald L. Handford
President/Chief Executive Officer

A SIGNED  ORIGINAL OF THIS WRITTEN  STATEMENT  REQUIRED BY SECTION 906, OR OTHER
DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT
APPEARS IN TYPED FORM WITHIN THE  ELECTRONIC  VERSION OF THIS WRITTEN  STATEMENT
REQUIRED BY SECTION 906, HAS BEEN  PROVIDED TO GENEMAX  CORPORATION  AND WILL BE
RETAINED BY GENEMAX  CORPORATION  AND FURNISHED TO THE  SECURITIES  AND EXCHANGE
COMMISSION OR ITS STAFF UPON REQUEST.

                                                                    EXHIBIT 32.2

                          SECTION 1350 CERTIFICATIONS

                  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  of  Genemax  Corporation  (the
"Company")  on Form 10-QSB for the period  ended June 30, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Grant
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
2002, that based on my knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date: August 12, 2003

/s/ GRANT ATKINS
______________________________________
Grant Atkins
Chief Financial Officer

A SIGNED  ORIGINAL OF THIS WRITTEN  STATEMENT  REQUIRED BY SECTION 906, OR OTHER
DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT
APPEARS IN TYPED FORM WITHIN THE  ELECTRONIC  VERSION OF THIS WRITTEN  STATEMENT
REQUIRED BY SECTION 906, HAS BEEN  PROVIDED TO GENEMAX  CORPORATION  AND WILL BE
RETAINED BY GENEMAX  CORPORATION  AND FURNISHED TO THE  SECURITIES  AND EXCHANGE
COMMISSION OR ITS STAFF UPON REQUEST.