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 September 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 November 11, 2003
- ------                                      -----------------------------------
Common Stock, $0.001 par value                         17,913,004

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

                               SEPTEMBER 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

                                                                                               September 30,    December 31,
                                                                                                   2003             2002
- --------------------------------------------------------------------------------------------- ---------------- ----------------
                                                                                                (unaudited)

                                                            ASSETS

CURRENT ASSETS
   Cash                                                                                            $  83,253       $  642,589
   Prepaid expenses                                                                                    6,000            6,000
- --------------------------------------------------------------------------------------------- ---------------- ----------------

                                                                                                      89,253          648,589
FURNITURE AND EQUIPMENT, (Note 5)
   net of depreciation of $111,013 (2002 - $79,138)                                                   83,215          112,839
- --------------------------------------------------------------------------------------------- ---------------- ----------------

                                                                                                  $  172,468       $  761,428
============================================================================================= ================ ================

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                       $  786,404       $  264,613
   Due to related parties (Note 6)                                                                    72,578           30,986
- --------------------------------------------------------------------------------------------- ---------------- ----------------

                                                                                                     858,982          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
        17,592,519 shares issued and outstanding (2002 - 15,847,519)                                  17,592           15,847
   Additional paid-in capital                                                                      5,794,145        3,621,665
   Common stock subscriptions                                                                              -          200,000
   Common stock purchase warrants                                                                    654,100          610,700
   Deficit accumulated during the development stage                                               (7,120,948)      (3,972,760)
    Accumulated other comprehensive income (loss)                                                    (31,403)          (9,623)
- --------------------------------------------------------------------------------------------- ---------------- ----------------

                                                                                                    (686,514)          465,829
- --------------------------------------------------------------------------------------------- ---------------- ----------------

                                                                                                  $  172,468       $  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
                                                     Three months ended                Nine months ended         (inception) to
                                                       September 30,                     September 30,            September 30,
                                                   2003             2002             2003            2002             2003
- --------------------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
                                                                  (Note 1)                         (Note 1)         (Note 1)
                                                                                                       
INTEREST INCOME                                      $     -         $     96         $     -        $     125        $  26,571
OTHER INCOME
- --------------------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

EXPENSES
   Consulting fees                                    27,295           66,536         112,013          102,036          466,290
   Consulting fees - stock based (Note 7)            246,125                -         807,625                -        1,437,900
   Depreciation                                       10,462           10,186          31,875           30,547          111,013
   License fees                                            -                -               -                -           79,243
   Management fees                                    57,175           43,990         168,865          104,312          656,071
   Office and general                                171,935           17,711         782,281           59,514        1,029,707
   Professional fees                                  63,273          140,548         210,407          212,797          727,974
   Research and development                          409,079          259,489         977,726          622,130        2,510,766
   Travel                                              7,805            8,131          50,332            9,952          128,555
- --------------------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

                                                     993,149          546,591       3,148,188        1,141,288        7,147,519
- --------------------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

NET LOSS FOR THE PERIOD                            $(993,149)      $ (546,495)    $(3,148,188)    $ (1,141,163)     $(7,120,948)
============================================= ================ ================ =============== ================ ================

BASIC NET LOSS PER SHARE                           $   (0.06)      $   (0.04)       $   (0.19)       $   (0.09)
============================================= ================ =============== ================ ================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                            17,290,563      14,728,443       16,606,984       12,543,866
============================================= ================ =============== ================ ================

 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
                                                                             Nine months Ended September 30     September 30,
                                                                                 2003              2002              2003
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------
                                                                                                 (Note 1)          (Note 1)
                                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                     $ (3,148,188)     $ (1,141,163)     $ (7,120,948)
  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation                                                                    31,875            30,547           111,013
  - non-cash consulting fees                                                             -                 -             5,750
  - non-cash license fees                                                                -                 -               500
  - stock-based compensation                                                       807,625                 -         1,437,900
  - accounts payable                                                               483,791           258,294           734,120
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

NET CASH USED IN OPERATING ACTIVITIES                                           (1,824,897)         (852,322)       (4,831,665)
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchase of furniture and equipment                                               (2,251)                -          (194,228)
  Pre reverse acquisition advances from Eduverse (Note 3)                                -            250,000          250,000
  Cash acquired on reverse acquisition of Eduverse (Note 3)                              -            173,373          173,373
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

NET CASH FROM (USED IN) INVESTING ACTIVITIES                                        (2,251)          423,373           229,145
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                               988,000           311,500         4,169,730
  Bank overdraft                                                                         -            11,164                 -
  Loans payable                                                                          -            68,545           136,245
  Advances from related parties                                                    301,592            30,272           411,201
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                         1,289,592           421,481         4,717,176
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

EFFECT OF EXCHANGE RATE CHANGES                                                    (21,780)           (4,093)          (31,403)
- -------------------------------------------------------------------------- ----------------- ----------------- -----------------

INCREASE (DECREASE) IN CASH                                                       (559,336)          (11,561)           83,253

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

CASH, END OF PERIOD                                                              $  83,253          $      -        $   83,253
========================================================================== ================= ================= =================

Non-cash transactions:
  Refer to Note 7

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
                               SEPTEMBER 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,
2002 the  Company  completed  the  transaction  pursuant to a  definitive  Share
Exchange  Agreement and issued  11,231,965  restricted shares of common stock to
the GPI stockholders and 200,000 shares of common stock as a finder's fee.

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  on 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  $769,729,  a capital  deficiency  of $686,514  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 nine
months ended  September 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
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.  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
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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  and  the  required
disclosures have been made below.

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-pricing  model in accounting  for options  granted to
consultants.

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

                                             For the nine months ended
                                                   September 30,
                                              2003               2002
                                         ----------------- -----------------

   Net loss for the period as reported      $ (3,148,188)     $ (1,141,288)
   SFAS 123 compensation expense                 (46,500)                -
                                         ----------------- -----------------

   Pro-forma net loss for the period        $ (3,194,688)     $ (1,141,288)
                                         ================= =================

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

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
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on  deferred  income tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  At  September  30, 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
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 3 - EDUVERSE ACQUISITION (CONTINUED)

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.

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 September 30, 2003
CAN$394,436  (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 September  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
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 4 - RESEARCH AGREEMENTS

CRUCELL HOLLAND B.V. ("CRUCELL") - RESEARCH LICENSE AND OPTION AGREEMENT

Effective  August 7, 2003  Crucell  and GPI  entered  into a five year  Research
License and Option  Agreement  whereby  Crucell  granted to GPI a  non-exclusive
worldwide  license  for  the  research  use of its  adenovirus  technology.  The
Agreement includes an option for a non-exclusive worldwide commercial license to
manufacture, use, offer for sale, sell and import products using the technology.
Under the terms of the  Agreement,  the Company is required to make  initial and
ongoing option maintenance  payments over the five year term totalling $450,000.
To September 30, 2003 the Company has made all payments required under the terms
of the Agreement totalling $115,490.

MOLECULAR MEDICINE BIOSERVICES, INC. ("MOLECULAR MEDICINE") - PRODUCTION SERVICE
AGREEMENT

Effective  March 18, 2003  Molecular  Medicine and GMC entered into a Production
Service Agreement,  as amended by a Production Service Agreement Amendment dated
August  29,  2003,   whereby   Molecular   Medicine   will  produce  under  Good
Manufacturing  Practices,  the clinical vector for delivery of the TAP gene used
in the Company's cancer immunotherapy  product. The product will incorporate the
Crucell  vector and GMC's TAP1 gene.  Total  obligations  under the contract are
$232,000 payable to Molecular Medicine plus an estimated $110,000 to $145,000 in
third-party  testing  costs.  To  September  30, 2003 the  Company has  incurred
$108,500 in connection with this agreement.

NOTE 5 - FURNITURE AND EQUIPMENT

                                             September 30,     December 31,
                                                  2003             2002
                                             --------------- -----------------

     Office furniture and equipment              $  34,284         $  32,033
     Laboratory equipment                          159,944           159,944
                                             --------------- -----------------

                                                   194,228           191,977
     Less: accumulated depreciation               (111,013)          (79,138)
                                             --------------- -----------------

                                                 $  83,215         $ 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 nine months ended Sept 30,
                                            2003               2002
                                      ------------------ ------------------

     Consulting fees                        $    31,000        $    33,000
     Management fees                            168,865             60,322
     Research and development                   100,979             76,268
                                      ------------------ ------------------

                                            $   300,844        $   169,590
                                      ================== ==================

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 6 -RELATED PARTY TRANSACTIONS (CONTINUED)

The Company has total commitments relating to the above agreements for the years
ended   December  31,  2003  through  2005  of  $51,600,   $159,800  and  $7,900
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  $25,875  during the nine
months ended September 30, 2003.

During the nine months  ended  September  30, 2003 GPI and the Company  incurred
$300,844  (2002 -  $169,590)  in fees  and  $619,302  (2002 - $NIL)  in  expense
reimbursements to these related parties, made net repayments of $618,554 (2002 -
$62,247).  In  addition,  during the nine months  ended  September  30, 2003 ICI
assigned  $260,000  of its  debt to  third  parties  leaving  $72,578  owing  at
September 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.

GMC CAPITAL STOCK TRANSACTIONS DURING THE PERIOD ENDED SEPTEMBER 30, 2003:
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 of  December  31,  2002 and  $30,000 was
received during the period. This financing was subsequently terminated.

During the period the Company  commenced a private  placement of up to 5,000,000
units at $1.00 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 $1.50
per share for a period of one year. During the period the Company issued 419,000
shares of common  stock on the purchase of 419,000  units for total  proceeds of
$419,000.  A finder's  fee of $31,500  and  31,500  shares  with a fair value of
$31,500 is payable to this transaction ($25,000 paid at September 30, 2003). The
fair value of the  warrants  was  estimated  to be $43,400  and was  recorded as
separate component of stockholders' equity. Refer to Note 9.

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
385,000  shares of common  stock on the  exercise of stock  options at $1.00 per
share for cash proceeds of $125,000 and the  remaining  $260,000 was paid by way
of the  settlement  of the third party debts  received  on  assignment  from ICI
(refer to Note 6).

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.

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

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 7 - CAPITAL STOCK (CONTINUED)

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.  Also during the
period, the Company filed a Form S-8 Registration  Statement to register 500,000
shares in connection with the Plan.

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 $449,000.

The Plan  incorporates  previous  grants in the aggregate of 500,000  options to
International  Market Trend AG and or its  designates or  employees.  During the
period  360,000 of these options were  exercised at $1.00 per share for proceeds
of $360,000, of which $100,000 was cash and $260,000 was debt settlements.

In connection  with the reverse  acquisition as described in Note 3, the Company
granted 1,740,000 options and 245,000 incentive stock options at $1.00 per share
to  previous  holders  of stock  options of GPI to  replace  options  previously
granted by GPI at $0.60 per share.  In  accordance  with  accounting  principles
applicable to accounting for business combinations,  the fair value of the stock
options  granted in connection  with a business  combination  is included in the
determination of the purchase price. The fair value of these options at the date
of grant of $1,885,750  was estimated  using the  Black-Scholes  option  pricing
model with an expected life of three years, a risk-free  interest rate of 4% and
an expected volatility of 226%.

In addition,  also in connection  with the reverse  acquisition  as described in
Note 3, the Company granted 150,000  incentive stock options to previous holders
of stock options of GPI with terms and conditions consistent with their original
GPI stock  options  subject to straight  line  vesting for a period of 36 months
commencing October 1, 2002. The fair value of these incentive stock options will
be recorded as compensation  expense over the vesting period.  The fair value of
these  options  at the  date of  grant  of  $142,500  was  estimated  using  the
Black-Scholes  option  pricing  model with an expected  life of three  years,  a
risk-free  interest  rate of 4% and an expected  volatility of 226%. To 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
was  recorded  in  connection  with these  options to reflect an increase in the
quoted market price of these options which was reversed as at September 30, 2003
to reflect a subsequent decrease in the quoted market price of these options.

During the period ended  September  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.

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

NOTE 7 - CAPITAL STOCK (CONTINUED)

During the period ended  September  30, 2003 the Company  granted  200,000 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 $268,000  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 225%.
During the period the $268,000 was recorded as a consulting fee.

Also during the period ended September 30, 2003 the Company granted 25,000 stock
options  to an  employee  at a price of $1.90 per  share  subject  to  immediate
vesting.  The fair value of these  options  at the date of grant of $46,500  (as
disclosed in Note 2 on a pro-forma basis) 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 228%.

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                                  525,000                 1.05
         Forfeited during the period                               (350,000)                1.00
         Exercised during the period                             (1,283,000)                0.65
                                                             ---------------- -------------------- ---------------------

         Balance, September 30, 2003                               2,060,000            $   1.06        2.08 years
                                                             ================ ==================== =====================

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

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

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

           Balance, December 31, 2001                    -             $     -            -
           GPI warrants assumed                   744,494                 1.16
           Issued during 2002                     212,700                 5.00
           Exercised 2002                               -                    -
           Expired 2002                          (110,334)                2.50
                                            --------------- -------------------- ---------------------

           Balance, December 31, 2002             846,860                 1.95        2.71 years
           Issued during the period               231,000                 2.06
                                            --------------- -------------------- ---------------------

           Balance, September 30, 2003          1,077,860             $   1.97        1.73 years
                                            =============== ==================== =====================

GENEMAX CORP.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(unaudited)

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  $5,677,000 at September 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.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent  to  September  30,  2003,  the  Company  has  received  subscription
agreements for an additional 126,350 units towards its current private placement
of up to  5,000,000  units at $1.00 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 $1.50 per share until September 1, 2004.

Effective  October  21,  2003 the  Company  re-priced  a total of 160,000  stock
options  from  exercise  prices  ranging  from $1.75 to $1.90 per share to a new
exercise price of $1.15 per share.

         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" and the Frankfurt and
Berlin Stock Exchanges 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 9,158,280
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.

The Pooling Committee so constituted in accordance with the Pooling Agreement in
consultation with the Board of Directors,  established that it act in accordance
with the terms of the Pooling  Agreement,  to extend the first Pooling Agreement
share  release  by a further 12 months  from the date of the first  contemplated
share release as defined by the original terms 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
September  30, 2003,  an aggregate  of $394,436  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. During 2002
CANVAC  contributed  a further  CAN$56,100  to  continue  funding  the  research
activities  for 2002 and  2003.  As of the date of this  Quarterly  Report,  the
balance  due and owing to UBC by GeneMax  Pharmaceuticals  is $38,709  (Canadian
Dollars).

         RESEARCH  LICENSE  AND OPTION  AGREEMENT.  On August 7,  2003,  GeneMax
Pharmaceuticals  and Crucell  Holland B.V.  ("Crucell")  entered into a research
license and option agreement (the "License and Option  Agreement").  Pursuant to
the terms and provisions of the License and Option Agreement, Crucell granted to
GeneMax Pharmaceuticals:  (i) a non-exclusive worldwide license for the research
and use of its  adenovirus  technology;  and (ii) an option for a  non-exclusive
worldwide  commercial  license to  manufacture,  use,  offer for sale,  sell and
import products using the adenovirus technology.  In the event of termination by
GeneMax  Pharmaceuticals  or pursuant to a default,  there are no provisions for
any contingent liabilities. However, pursuant to further terms and provisions of
the License and Option  Agreement,  a material  breach may result in  reasonable
damages and legal costs being awarded to the damaged party.  As of September 30,
2003, the Company has incurred $115,490 payable to Crucell pursuant to the terms
of the License and Option Agreement.

         PRODUCTION SERVICE AGREEMENT.  On March 18, 2003, as amended August 29,
2003, the Company and Molecular Medicine BioServices Inc. ("Molecular Medicine")
entered  into  a  production   service   agreement  (the   "Production   Service
Agreement").  Pursuant to the terms and  provisions  of the  Production  Service
Agreement:  (i) Molecular Medicine shall prepare adenodiral vector product under
Good  Manufacturing  Practices,  including working cell bank, master viral bank,
pilot  production  run and clinical  vector product lot, which such product will
incorporate the Crucell vector and the Company's TAP gene/protein;  and (ii) the
Company  shall pay to Molecular  Medicine a total of $232,000,  plus an estimate
$110,000-$145,000  in  third-party  testing  expenses.  There are no  contingent
liabilities  relating  to  default  or  termination  by the  Company  other than
termination fees (the unused balance of the $94,250 initiation  pre-payment fee)
and  outstanding  work  commitments.  As of September 30, 2003,  the Company has
incurred $108,500 pursuant to the terms of the Production Service Agreement.

         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) good  manufacturing  practice ("GMP") 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 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 commence late in the second  quarter of
2004,  subject to  financing,  and are  planned to 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 been granted
the European  application and has filed for patent protection in the UK, France,
Germany, Switzerland,  Italy, Sweden and Finland. The Company has also filed for
protection in Canada and Japan.

         TAP VACCINES

         UBC  filed a patent  application  with the U.S.  Patent  and  Trademark
Office for patent  protection of extension of 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.

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003 COMPARED TO NINE-MONTH PERIOD ENDED
SEPTEMBER 30, 2002

         The Company's net losses during the nine-month  period ended  September
30, 2003 were approximately ($3,148,188) compared to a net loss of approximately
($1,141,163)  during the nine-month period ended September 30, 2002 (an increase
of $2,007,025).

         Net revenues during the nine-month periods ended September 30, 2003 and
2002 were  $-0-.  The lack of  revenues  during  the  nine-month  periods  ended
September 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 $125 was recorded for
the nine-month period ended September 30, 2002.

         During the  nine-month  period ended  September  30, 2003,  the Company
recorded  operating  expenses of $3,148,188  compared to $1,141,288 of operating
expenses  recorded  during the  nine-month  period ended  September 30, 2002 (an
increase of $2,006,900).  The operating  expenses incurred during the nine-month
period ended September 30, 2003 consisted primarily of the following: (i) office
and general  expenses of  approximately  $782,281  compared to $59,514  incurred
during the  nine-month  period  ended  September  30,  2002;  (ii)  research and
development of approximately  $977,726  compared to $622,130 incurred during the
nine-month   period  ended  September  30,  2002;  (iii)  $807,625  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  nine-month
period  ended  September  30,  2002;  (iv)  professional  fees of  approximately
$210,407  compared to  $212,797  incurred  during the  nine-month  period  ended
September 30, 2002; (v) management fees of  approximately  $168,865  compared to
$104,312  incurred  during the nine-month  period ended September 30, 2002; (vi)
consulting fees of approximately  $112,013  compared to $102,036 incurred during
the  nine-month  period  ended  September  30, 2002;  (vii)  travel  expenses of
approximately  $50,332 compared to $9,952 incurred during the nine-month  period
ended  September 30, 2002;  and (viii)  depreciation  expenses of  approximately
$31,875  compared  to  $30,547  incurred  during  the  nine-month  period  ended
September 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  $3,148,188  incurred as  operating  expenses,  an  aggregate of
$300,844 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 nine-month  period ended September 30, 2003, an aggregate of
$90,000 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  $607,305.  Based upon $2,154,  which  remained due and owing to ICI at
December 31, 2002,  and in  combination  with other amounts due and owing,  this
resulted  in a total of  $699,459  due and owing to ICI.  During the  nine-month
period ended  September  30,  2003,  the Company paid ICI $428,621 and settled a
further  $260,000 as described  below.  As of September  30, 2003,  an aggregate
amount of $10,838 remains due and owing to ICI by the Company  relating to fees,
cash advances and interest.

         As of September 2, 2003, an aggregate of $260,000 was settled  pursuant
to the terms and  provisions  of a  settlement  agreement  (the "ICI  Settlement
Agreement").  Pursuant to the terms and provisions of the Settlement  Agreement:
(i) ICI  agreed  to settle  such debt by  entering  into  respective  assignment
agreements  with  certain  creditors  of ICI,  who had also  provided  bona fide
services to the Company pursuant to consulting and management  services provided
between the Company and  International  Market Trend AG ("IMT"),  which services
did not include directly or indirectly  promotion or maintenance of a market for
the Company's  securities nor were rendered in connection with the offer or sale
of  securities  in a  capital-raising  transaction;  (ii) the Company  agreed to
accept  the   assignment  by  such  creditor  of  that  certain   receivable  as
consideration  for the payment of the exercise of the Stock  Options  granted to
IMT and/or its employees or consultants at $1.00 per option to acquire shares of
Common Stock of the Company; and (iii) the Company agreed to issue the shares of
Common  Stock in the name of the  creditor  in  accordance  with the  respective
notice and  agreement of exercise of option.  See "Part II.  Other  Information.
Item 2. Changes in Securities and Use of Proceeds".

         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
nine-month period ended September 30, 2003, Mr. Atkins received $25,875 from ICI
as compensation for services  rendered to the Company.  In addition,  $11,997 is
owing to Mr. Atkins as at September 30, 2003 for expenses  incurred on behalf of
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 nine-month  period ended September 30, 2003, an aggregate of
$67,506 in fees was incurred to 442668 for services rendered by Dr. Jefferies to
the Company under the GeneMax Pharmaceuticals  Consulting Agreement.  Based upon
$-0- due and owing to 442668 at December 31, 2002,  this resulted in $67,506 due
and owing to 442668.  During the nine-month period ended September 30, 2003, the
Company paid $59,657 to 442668. As of September 30, 2003, an aggregate amount of
$7,849 remains due and owing to 442668 by the Company.

         During the nine-month  period ended  September 30, 2003, Dr.  Jefferies
received  $59,657  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 nine-month  period ended September 30, 2003, an aggregate of
$78,865 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 $95,197 due and owing Handford.  During the nine-month period ended September
30, 2003,  the Company paid  Handford  $69,695.  As of  September  30, 2003,  an
aggregate amount of $25,502 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 nine-month  period ended September 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 nine-month  period ended September 30, 2003, the
Company paid AL&A  $10,000.  As of September  30, 2003,  an aggregate  amount of
$12,500 remains due and owing to AL&A.

         During the  nine-month  period ended  September 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 and no fees were incurred by
the Company during the three-month period ended September 30, 2003.

         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 nine-month  period ended September 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  nine-month  period ended
September 30, 2003, the Company paid Davidson $20,000. As of September 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 and no
fees were incurred by the Company during the three-month  period ended September
30, 2003.

         As  discussed  above,  the  increase in net loss during the  nine-month
period  ended  September  30, 2003 as compared to the  nine-month  period  ended
September 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  nine-month  period ended  September 30, 2003 was  approximately
($3,148,188) or ($0.19) per common share compared to a net loss of approximately
($1,141,163)  or ($0.09) per common  share  during the  nine-month  period ended
September  30, 2002.  The weighted  average of common  shares  outstanding  were
16,606,984  for the  nine-month  period  ended  September  30, 2003  compared to
12,543,866 for the nine-month period ended September 30, 2002.

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

         The Company's net losses during the three-month  period ended September
30, 2003 were approximately  ($993,149)  compared to a net loss of approximately
($546,495)  during the three-month  period ended September 30, 2002 (an increase
of $446,654).

         Net revenues  during the  three-month  periods ended September 30, 2003
and 2002 were $-0-.  Interest  income of $96 was  recorded  for the  three-month
period ended September 30, 2002.

         During the  three-month  period ended  September 30, 2003,  the Company
recorded  operating  expenses  of $993,149  compared  to  $546,591 of  operating
expenses  recorded  during the  three-month  period ended September 30, 2002 (an

increase of $446,558).  The operating  expenses  incurred during the three-month
period  ended  September  30, 2003  consisted  primarily of the  following:  (i)
$246,125  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 September 30, 2002; (ii) office and general
expenses  of  approximately  $171,935  compared to $17,711  incurred  during the
three-month  period ended September 30, 2002;  (iii) research and development of
approximately  $409,079  compared to $259,489  incurred  during the  three-month
period ended September 30, 2002; (iv) professional fees of approximately $63,273
compared to $140,548 incurred during the three-month  period ended September 30,
2002; (v) consulting fees of approximately  $27,295 compared to $66,536 incurred
during the three-month  period ended September 30, 2002; (vi) management fees of
approximately $57,175 compared to $43,990 incurred during the three-month period
ended September 30, 2002; (vii) travel expenses of approximately $7,805 compared
to $8,131 incurred  during the three-month  period ended September 30, 2002; and
(viii)  depreciation  expenses  of  approximately  $10,462  compared  to $10,186
incurred  during the  three-month  period ended  September 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  September  30, 2003 as compared to the  three-month  period ended
September 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  September 30, 2003 was  approximately
($993,149) or ($0.06) per common share  compared to a net loss of  approximately
($546,495)  or ($0.04) per common  share  during the  three-month  period  ended
September  30, 2002.  The weighted  average of common  shares  outstanding  were
17,290,563  for the  three-month  period ended  September  30, 2003  compared to
14,728,443 for the three-month period ended September 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.

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003

         As of September 30, 2003, the Company's current assets were $89,253 and
its current  liabilities  were  $858,982,  which  resulted in a working  capital
deficit of $769,729.  As of September 30, 2003, the Company's  total assets were
$172,468  consisting of: (i) $89,253 in current  assets  comprised of $83,253 in
cash and $6,000 in prepaid expenses; and (ii) $83,215 in furniture and equipment
(net of depreciation). As of September 30, 2003, the Company's total liabilities
of $858,982 consisted primarily of: (i) $786,404 in accounts payable and accrued
liabilities;  and  (ii) amounts due to related parties of $72,578  pertaining to
the managerial and consulting agreements discussed above.

         As of September 30, 2003, the Company's  stockholders' equity decreased
to ($686,514) from ($659,646) at June 30, 2003.

         The  Company  has not  generated  positive  cash flows  from  operating
activities.  For the nine-month  period ended September 30, 2003, net cash flows
used in operating activities was ($1,824,897) compared to ($852,322) of net cash
flows used in operating activities for the nine-month period ended September 30,
2002 (an  increase of  $972,575).  The  increase in cash flows used in operating
activities during the nine-month period ended September 30, 2003 compared to the
nine-month  period ended  September  30, 2002 resulted  from:  (i) a net loss of
($3,148,188)  incurred  during the  nine-month  period ended  September 30, 2003
compared to a net loss of  ($1,141,163)  incurred  during the nine-month  period
ended  September  30,  2002;  (ii) an increase in  stock-based  compensation  to
$807,625 during the nine-month  period ended September 30, 2003 compared to $-0-
during the nine-month  period ended September 30, 2002; and (iii) an increase in
accounts  payable to $483,791  during the nine-month  period ended September 30,
2003 compared to $258,294 during the nine-month period ended September 30, 2002.

         The  Company's  cash  flows  used in  investing  activities  during the
nine-month  period ended September 30, 2003 was ($2,251)  compared to cash flows
from  investing  activities  of  $423,373  during the  nine-month  period  ended
September 30, 2002. The change in cash flows used in investing activities during
the  nine-month  period  ended  September  30, 2003  compared to cash flows from
investing  activities  during the  nine-month  period ended  September  30, 2002
resulted  primarily from pre-reverse  acquisition  advances from Eduverse.com in
the amount of $250,000 recorded during the nine-month period ended September 30,
2002 compared to $-0- recorded during the nine-month  period ended September 30,
2003 and cash acquired on reverse  acquisition of  Eduverse.com in the amount of
$173,373 recorded during the nine-month period ended September 30, 2002 compared
to $-0- recorded during the nine-month period ended September 30, 2003.

         Net cash flows from  financing  activities  was  $1,289,592  during the
nine-month  period  ended  September  30, 2003  compared to $421,481 in net cash
flows from financing activities during the nine-month period ended September 30,
2002.  The  increase  in net cash flows  from  financing  activities  during the
nine-month  period ended  September 30, 2003 compared to the  nine-month  period
ended  September  30,  2002  resulted   primarily  from  proceeds  on  sale  and
subscription  of common  stock in the amount of  $988,000  compared  to $311,500
during the  nine-month  period ended  September  30, 2002 and from advances from
related  parties  in the  amount of  $301,592  compared  to  $30,272  during the
nine-month period ended September 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 $3,548,850 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

         As of the date of this  Quarterly  Report,  the Company is engaged in a
private placement offering under Rule 506 of Regulation D or Regulation S of the
Securities Act of 1933, as amended (the "1933 Securities Act").  Pursuant to the
terms of the private  placement,  the Company is offering 5,000,000 units in the
capital of the Company (the "Unit"),  at a subscription price of $1.00 per Unit,
with each such Unit being comprised of one share of restricted  common stock and
one-half of one  non-transferable  share purchase warrant (the  "Warrant"),  and
each such whole Warrant  entitling the holder thereof to purchase one additional
share of restricted common stock at an exercise price of $1.50 per Warrant for a
period  commencing  on the date of the  issuance  of the Unit by the Company and
ending on  September  1,  2004.  As of the date of this  Quarterly  Report,  the
Company has sold 545,350 Units at $1.00 per Unit,  consisting of 545,350  shares
of common stock and 262,500 Warrants,  for aggregate gross proceeds of $545,350.
See "Part II.  Other  Information.  Item 2.  Changes  in  Securities  and Use of
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 $3,548,850 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 Company 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 Claim has been modified to include further individual brokers
as defendants and John or Jane Doe's 1-10.  The Company  recently filed a motion
for document  production  and for records from the Canadian  Depository  and the
parties have been engaged in preliminary  discovery,  which includes response to
interrogatories, production of some 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 alleged 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 sought 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.  District  Court
dismissed the United  States  complaint for lack of standing to allege causes of
action  regarding  securities  issues  under  the  1933  Securities  Act and the
Securities Exchange Act of 1934, as amended,  and as a result, the issues of the
case were not heard.

         (d) On November 14, 2003, the Company and Alexander Cox, as shareholder
of the Company,  initiated  litigation  against various  broker-dealers,  market
makers and clearing  agents as named in the United  States  Complaint  allegedly
involved in the Naked Short Sales by filing a complaint in the "Second Judicial"
District Court of the State of Nevada (the "State  Complaint").  The claims made
by the Company and  Alexander  Cox against the various  defendants  in the State
Complaint mirror many of those allegations and causes of action contained in the
United States Complaint,  including unlawful "shorting" activities involving the
Company's  shares of common stock,  fraud,  negligence,  violation of securities
law, racketeering (RICO) and conspiracy.

         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  resignation as the
Chief Financial  Officer and a director of the Company.  On or about October 20,
2003, the United States  District  Court for the District of Maryland  issued an
order to the Securities and Exchange  Commission to strike  paragraphs  40-42 of
the  complaint  so  referencing  Mr. Davidson  on  the  grounds  that  they  are
immaterial,  impertinent,  scandalous and false.  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.  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 a total  number  of stock  options  not to  exceed  4,500,000  to  directors,
officers, employees and consultants of the Company and its subsidiaries.

         GRANTS OF OPTIONS

         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 3,795,000  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; (v) 100,000 stock
options at $8.50 per share;  (vi) 25,000 stock  options at $1.90 per share;  and
(vii) 500,000 stock options at $1.00 per share to International  Market Trend AG
("IMT") 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 on August 12, 2003).

         During the  nine-month  period ended  September  30, 2003,  the Company
re-priced  100,000  stock  options  originally  at $8.50  (granted  to Dr.  Karl
Hellstrom, a director of the Company),  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;  subsequent to the nine-month  period ended September 30, 2003,
the Company re-priced all of these 135,000 stock options from $1.75 per share to
a new exercise price of $1.15 per share. Moreover, during the three-month period
ended September 30, 2003, the Company re-priced 25,000 stock options  originally
at $1.90 to a new  exercise  price of $1.15 per  share.  During  the  nine-month
period ended  September  30, 2003,  a total of 350,000  share  options have been
forfeited.

         EXERCISE OF OPTIONS

         Of the  3,795,000  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;  (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;  and (iii)  500,000  stock  options  have been
exercised at $1.00 per share for  aggregate  proceeds of $185,00 and $315,000 in
settlement and assignment of debt as described below by employees or consultants
of IMT in accordance  with the terms of the  respective  notice and agreement of
exercise of option.

         ICI. As of  September  2, 2003,  the Company was indebted to ICI in the
amount of $260,000 (the "Debt").  ICI and certain creditors of ICI, who also had
performed bona fide services to the Company pursuant to the Management  Services
Agreement  with  IMT  (the  "Designate"),  entered  into  respective  assignment
agreements  dated  September 2, 2003 pursuant to which ICI assigned a portion of
its right,  title and interest in the Debt to such Designate in satisfaction and
release  of the debt due and  owing  such  creditor  by ICI (the  "Receivable").
Subsequently,   such  Designate  and  the  Company  entered  into  a  respective
assignment  agreement  dated  September 2, 2003  (collectively,  the "Assignment
Agreement").  Pursuant to the terms of the Assignment  Agreement,  the Designate
assigned to the Company the Receivable as consideration for cash payment for the
exercise of the aggregate of 260,000 Stock Options at $1.00 per option  pursuant
to the terms of respective notice and agreements of exercise of options.

         NEWPORT  CAPITAL CORP. As of October 9, 2003,  the Company was indebted
to Newport  Capital  Corp.  ("Newport")  in the amount of  $100,000  pursuant to
advances (the "Debt").  Newport and certain  creditors of Newport,  who also had
performed  bona fide  services to the Company  (the  "Designate"),  entered into
respective assignment agreements dated October 9, 2003 pursuant to which Newport
assigned a portion of its right,  title and  interest  in $55,000 of the Debt to
such  creditor  in  satisfaction  and  release  of the debt due and  owing  such
Designate by Newport (the  "Receivable").  Subsequently,  such Designate and the
Company entered into a respective  assignment  agreement dated September 2, 2003
(collectively,  the  "Assignment  Agreement").  Pursuant  to  the  terms  of the
Assignment  Agreement,  the Designate  assigned to the Company the Receivable as
consideration  for cash payment for the exercise of the 55,000 Stock  Options at
$1.00 per option  pursuant to the terms of  respective  notice and  agreement of
exercise of options.

         As of the date of this Quarterly  Report, an aggregate of 500,000 Stock
Options  have been  exercised  at $1.00 per  option as  described  above and the
Company has issued 500,000 shares of its Common Stock to such Designates.

PRIVATE PLACEMENT OFFERING

         As of the date of this  Quarterly  Report,  the  Company  engaged  in a
private  placement  offering under  Regulation S and Rule 506 of Regulation D of
the Securities Act of 1933, as amended (the "1933 Securities Act").  Pursuant to
the terms of the private  placement,  the Company is offering 5,000,000 units in
the capital of the Company (the "Unit"),  at a  subscription  price of $1.00 per
Unit,  with each such Unit being  comprised  of one share of  restricted  common
stock  and  one-half  of  one  non-transferable   share  purchase  warrant  (the
"Warrant"), and each such whole Warrant entitling the holder thereof to purchase
one  additional  share of restricted  Common Stock at an exercise price of $1.50
per Warrant for a period  commencing  on the date of the issuance of the Unit by
the company and ending on  September 1, 2003.  As of the date of this  Quarterly
Report,  the Company has sold  545,350  Units at $1.00 per Unit,  consisting  of
545,350  shares of Common  Stock  and  272,625  Warrants,  for  aggregate  gross
proceeds  of  $545,350.  The per share  price of the  offering  was  arbitrarily
determined  by the Board of  Directors  based upon  analysis of certain  factors
including, but not limited to, stage of development, industry status, investment
climate,  perceived  investment  risks,  assets and net  estimated  worth of the
Company. The Company issued shares of common stock to sixteen investors,  all of
which were deemed accredited  investors as that term is defined under Regulation
D. The investors  executed  subscription  agreements and  acknowledged  that the
securities to be issued have not been registered  under the 1933 Securities Act,
that  the  investors  understood  the  economic  risk  of an  investment  in the
securities,  and that the investors had the  opportunity to ask questions of and
receive  answers from the Company's  management  concerning  any and all matters
related to acquisition  of the  securities.  No underwriter  was involved in the
transaction.

         PARC PLACE INVESTMENTS AG

         On September 30, 2003, the Company and Parc Place Investments AC ("Parc
Place")   entered  into  a  financial   consulting   services   agreement   (the
"Agreement").  Pursuant to the terms and provisions of the  Agreement:  (i) Parc
Place  agreed to be engaged as a  financial  consultant  to the  Company  and to
render  advice,  consultation,  information  and  services,  including  services
pertaining  to the private  placement  offering  discussed  above;  and (ii) the
Company  agreed to pay to Parc Place an aggregate of up to twenty  percent (20%)
of the capital raised in the private placement offering,  such amount to be paid
in cash up to a maximum of ten percent  (10%) of the capital  raised and balance
by issuance of shares of its restricted Common Stock at $0.001 per share.

         As of the  date  of this  Quarterly  Report,  the  Company  has  issued
44,135 shares of its restricted Common Stock to Parc Place.

         The following table sets forth the name and address,  as of the date of
this Quarterly Report,  and the approximate  number of shares of Common Stock of
the Company owned of record or  beneficially by each person who owned of record,
or was known by the Company to own beneficially,  more than five percent (5%) of
the Company's common stock,  and the name and  shareholdings of each officer and
director,  and all  officers  and  directors  as a group  as of the date of this
Quarterly Report. As of the date of this Quarterly Report,  there are 17,913,004
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                 7.35%
                  321 S. St. Asaph Street
                  Alexandria, Virginia 22314

                                                      (1)(3)
Common Stock      Ronald L. Handford            1,266,000                 7.06%
                  3432 West 13th Avenue
                  Vancouver, British Columbia
                  Canada V5Y 1W1

                                                      (1)(4)
Common Stock      442668 B.C. Ltd.              3,270,465                18.26%
                  12596 23rd Avenue
                  Surrey, British Columbia
                  Canada V4A 2C2

                                                      (5)
Common Stock      Dr. Karl Hellstrom              100,000                 0.005%
                  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          4,636,465                34.00%
                  and directors as a group
                  (4 persons)
- --------------------------------------------------------------------------------
(1)
   These are restricted shares of common stock.
(2)
   Mr.  James   Davidson  was  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; and (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.  This  figure  does not include 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 and were forfeited by Mr.  Davidson 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 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 share (which have been  re-priced to $1.15 per share).  As of the date
of this  Quarterly  Report,  68,750 stock  options have vested and the remaining
stock  options  will vest over the next fifteen  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 8,000
warrants into 8,000 shares of common stock and the assumption of the exercise of
950,000 stock options into 950,000 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: November 13, 2003                By: /s/ Ronald L. Handford
                                        ------------------------------
                                        President/Chief Executive Officer

Dated: November 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: November 13, 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: November 13, 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  September 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: November 13, 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  September 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: November 13, 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.