U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2003

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

         For the transition period from _____ to _______

                         Commission file number 0-27239

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

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

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock, Par Value $0.001
                         ______________________________
                                (Title of class)

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

Check here if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  Form,  and no  disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The Registrant's revenues for the fiscal year ended July 31, 2003 were $0.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of March 29, 2004 was approximately  $17,575,188.70 based upon the
average bid and ask price on that date.

      The number of shares of the  Registrant's  Common Stock  outstanding as of
March 29, 2004 was 20,103,875.

                                TABLE OF CONTENTS
                                                                            PAGE
PART I

     Item 1.      Description of Business......................................1

     Item 2.      Description of Property.....................................23

     Item 3.      Legal Proceedings...........................................23

     Item 4.      Submission of Matters to a Vote of Security Holders.........24

PART II

     Item 5.      Market for Common Equity and Related
                   Stockholder Matters      ..................................24

     Item 6.      Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.......................27

     Item 7.      Financial Statements .......................................33

     Item 8.      Changes in and Disagreements With Accountants on
                    Accounting and Financial Disclosure.......................33

     Item 8A.     Controls and Procedures   ..................................33

PART III

     Item 9.      Directors, Executive Officers, Promoters and Control
                    Persons; Compliance With Section 16(a)
                   of the Exchange Act      ..................................33

     Item 10.     Executive Compensation......................................37

     Item 11.     Security Ownership of Certain Beneficial Owners and
                    Management................................................42

     Item 12.     Certain Relationships and Related Transactions..............44

     Item 13.     Exhibits and Reports on Form 8-K............................45

     Item 14.     Principal Accountant Fees and Services......................46

SIGNATURES....................................................................47

Financial Statements ........................................................F-1

Notes to Financial Statements................................................F-9

                                       ii

                           FORWARD LOOKING STATEMENTS

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

AVAILABLE INFORMATION

         GeneMax  Corp.  files  annual,  quarterly  and current  reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  You may read and copy documents referred to in this Annual
Report  on  Form  10-KSB  that  have  been  filed  with  the  Commission  at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain  information on the operation of the Public Reference Room by calling
the Commission at  1-800-SEC-0330.  You can also obtain copies of our Commission
filings by accessing the Commission's website at http://www.sec.gov.

REFERENCES

In this Annual Report,  the terms "we," "us," and the "Company" refer to GeneMax
Corp.  and,  where the context so requires or suggests,  our direct and indirect
subsidiaries.  References  to  "dollars"  or "$" are to United  States  Dollars.
"Euros" or "(euro)" are to the European  Monetary Union's Currency and "CDN" are
to Canadian Dollars.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS HISTORY AND DEVELOPMENT

         GeneMax  Corp.,  a  Nevada  corporation,  currently  trades  on the OTC
Bulletin  Board  under the symbol  "GMXX"  and the  Frankfurt  and Berlin  Stock
Exchanges  under the symbol  "GX1".  GeneMax  Corp.  is referred to in this Form
10-KSB as the "Company".

         The Company was  incorporated  under the laws of the State of Nevada in
1991 under the name "Ward's Futura Automotive Ltd." The Company changed its name
to "Perfect Future Ltd." on December 20, 1995 to "Eduverse  Accelerated Learning
Systems Inc." on June 11, 1998 and to "Eduverse.com" on May 19, 1999.  Effective
July 15, 2002, pursuant to a share exchange agreement, the Company completed the
acquisition of GeneMax  Pharmaceuticals  Inc., a Delaware corporation  ("GeneMax
Pharmaceuticals")  in a reverse  merger and changed its name to "GeneMax  Corp."
See Material Agreements - "Share Exchange Agreement."

         The  Company's   wholly  owned  operating   subsidiaries   are  GeneMax
Pharmaceuticals  and the wholly owned subsidiary of GeneMax  Pharmaceuticals  is
GeneMax Pharmaceuticals Canada Inc., a British Columbia corporation.

RECENT DEVELOPMENTS

         NAKED SHORT SELLING LITIGATION

         The  Company  is  engaged in legal  proceedings  in Nevada and  British
Columbia  against  certain  defendants in which the Company has alleged  illegal
naked short  selling of the  Company's  shares of common  stock.  A "naked short
sale" occurs when the stock is shorted,  the short  positions  are not declared,
shares are not borrowed to cover the short sale, and the shares are sold without
delivery of the stock to the purchaser.  The Company's  actions come in response
to the sale of "phantom shares" in the Company's common stock due to the lack of
actual delivery of real shares sold in those  transactions by either legal short
sale borrow or by certificated delivery as required by the Company's bylaws. For
a complete description of the litigation, See "Item 3. Legal Proceedings."

         CUSTODY ONLY SHARE TRANSFER

         On July 29, 2002, the Company's bylaws were amended to reflect that the
Company's  shares of common stock be  transferred  only within the provisions of
"certificate  only" or "custody only." Under "certificate only" or "custody only
trading," the Company  implemented a share transfer system,  which requires that
any transfers of the Company's common stock be made only by delivery of physical
stock  certificates.   Once  received  by  the  Company's  transfer  agent,  the
certificates of the selling  shareholder are cancelled and a new certificate for
the same  number of shares is issued in the  buyer's  name.  Under  "certificate
only" or  "custody  only  trading,"  no  certificates  are issued in the name of
Depository Trust Company (DTC), Cede & Co. or any other nominee.

         PRODUCTION AGREEMENT WITH MOLECULAR MEDICINE BIOSERVICES, INC.

         On March 18,  2003,  the  Company  entered  into a  production  service
agreement with Molecular  Medicine  BioServices,  Inc. for the production of its
clinical  vector  for  delivery  of the  Transporters  Associated  with  Antigen
Processing  ("TAP") genes used in the Company's lead product,  an  immunotherapy
aimed  at a wide  variety  of  carcinomas.  For a  complete  description  of the
production  service  agreement  see  Material  Contracts - "TAP  Cancer  Vaccine
Production Service Agreement."

         NEW LICENSES

         On February 16, 2004, the Company added to its technology  portfolio by
expanding  the license  with the  University  of British  Columbia  ("UBC"),  to
include a technological  method that identifies novel, tumor associated antigens

                                       1

produced by cancers.  Management  believes that this  technology  can be used to
screen  and  select new drugs that  regulate  immune  responses.  For a complete
description of the license,  see " - Material  Contracts - Cancer  Immunotherapy
Technology License Agreement."

         On October 21, 2003,  the Company  entered into a Biological  Materials
Transfer  Agreement  with the  National  Institute  of  Allergy  and  Infectious
Diseases  ("NIAID") for the use of NIAID's Modified Vaccinia Ankara virus in the
Company's  research,   product   development  and  marketing.   For  a  complete
description of the Biological  Materials  Transfer  Agreement,  see " - Material
Contracts - "NIAID Biological Materials Transfer Agreement."

         On August 7, 2003, the Company,  through its  wholly-owned  subsidiary,
GeneMax  Pharmaceuticals  entered into a research  license and option  agreement
with Crucell Holland B.V.  ("Crucell") for a non-exclusive  worldwide license to
use Crucell's adenovirus technology and obtained an option to manufacture,  use,
offer for sale, sell and import products using the adenovirus  technology in the
therapy of human  subjects by  administering  to a subject an adenoviral  vector
including,  but not limited to,  therapeutic  gene  sequence(s).  For a complete
description  of the  research  license  and option  agreement,  see " - Material
Contracts - "TAP Cancer Vaccine Production Service Agreement."

         On February 11, 2003, the License  Agreement with the Company,  through
its wholly-owned  subsidiary,  GeneMax  Pharmaceuticals,  UBC and Dr. Wilfred A.
Jefferies was amended to add a "Method for  identifying  new tumor  antigens" to
the technology.

         NEW DIRECTORS AND FORMATION OF AUDIT COMMITTEE

         On January 1, 2004,  the Company  appointed  Dr. Terry  Pearson and Mr.
Norman  MacKinnon  as members of the board of  directors.  See  "Biographies  of
Directors and Officers" for the  biographies of Dr.  Pearson and Mr.  MacKinnon.
Effective  February 13, 2004,  the Company  established  an audit  committee and
approved an audit charter under which the audit committee operates.  The Company
appointed Mr. MacKinnon as Chairman of the audit committee and Dr. Hellstrom and
Dr. Pearson as members.  See "Item 9. Directors,  Executive Officers,  Promoters
and Control Persons; Compliance with Section 16(a) of the Exchange Act."

         TERMINATION OF CONSULTING CONTRACTS

         Effective  December 31, 2003, the Company  accepted the  resignation of
Investor  Communications  International,  Inc.  and IMT for the  performance  of
certain management services to the Company.

BUSINESS OPERATIONS

         The Company is a  biotechnology  company whose  strategic  vision is to
develop  and  market  products  specializing  in the  application  of the latest
discoveries  in cellular  and  molecular  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 TAP. The Company  currently has
none of its product  candidates on the market and is focusing on the development
and testing of its product candidates.

         Cancer is a disease in which cells become  abnormal and fail to respond
to the body's  normal  control  mechanisms.  As a result,  the  cancerous  cells
proliferate in an uncontrolled  manner,  invade nearby tissues and may spread to
other parts of the body.  Ultimately,  if the cancer is not  controlled,  it can
result in failure of body functions and death. Many cancers are characterized by
defects in the antigen presentation pathway, which result in the cancer becoming
invisible  to  the  immune  system.  This  allows  the  cancer  to  continue  to
proliferate and spread.

         The current standard  therapies for cancer  treatment  include surgery,
radiation therapy and chemotherapy.  However, management of the Company believes
that these  treatments  are not precise in targeting  only  cancerous  cells and
often fail to remove or destroy all of the cancer.  The  remaining  cancer cells
may then grow into new tumors, which can be resistant to further chemotherapy or
radiation,  which may result in death. In the United States,  statistics reflect

                                       2

that cancer is the second  leading  cause of death,  with an  estimated  600,000
deaths from cancer annually.

IMMUNOTHERAPY FOR CANCER

         Management  believes that there is a critical  need for more  effective
cancer  therapies.  Management  further  believes  that the  global  market  for
effective  cancer  treatments is large,  and that  immunotherapies  representing
potential  treatments  for  metastatic  cancer  are an unmet need in the area of
oncology.

         It has been known for several  years that the human  immune  system has
the potential to clear cancers from the body based on clinical observations that
some tumors  spontaneously  regress when the immune  system is  activated.  Most
cancers  are not very  "immunogenic,"  meaning  that the cancers are not able to
induce an immune response  because they no longer express  sufficient  levels of
key proteins on their cell surface (known as "Major  Histocompatability Class 1"
or "MHC Class I  proteins").  In  healthy  cells,  these  proteins  provide  the
information to the immune system that defines whether the cell is healthy or, in
the case of cancer or viral  infection,  abnormal.  If the MHC Class I  proteins
signal that the cells are abnormal, then the immune system T-cells are activated
to attack and kill the infected or malignant cell.

         Management   believes  that   generally,   the  steps  in  the  antigen
presentation pathway are:

         1.   abnormal  or foreign  proteins  from the  cytoplasm  of a cell are
              broken down into peptides by an enzyme complex;

         2.   the  TAP  protein  then  assists  in  transporting  these  antigen
              peptides into the  endoplasmic  reticulum  (the "ER"),  which is a
              cellular compartment where the MHC Class I proteins are assembled;

         3.   in the ER, the antigen  peptides  are  attached to the MHC Class I
              proteins  and then  transferred  to the cell  surface  where  they
              signal the immune system that the cell should be destroyed; and

         4.   the immune  system then  recognizes  the  complex and  activates T
              cells to attack and kill the infected or cancerous cells.

         In many solid cancer  tumors,  the TAP protein system does not function
and,  therefore,  the immune  system is not  stimulated  to attack  the  cancer.
Management  believes  that  although  a number  of  cancer  therapies  have been
developed that stimulate the immune system,  these  approaches have often proven
ineffective because the cancers remain invisible to the immune system due to the
lack of or low expression of the TAP protein.

         By restoring TAP  expression to  TAP-deficient  cells,  the MHC Class I
protein peptide complexes can signal the immune system to attack the cancer. 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.  The Company
intends to develop the TAP  technology  for use as a therapeutic  cancer vaccine
that management believes will restore the normal immune recognition.  Management
believes that this cancer vaccine strategy is the only therapeutic approach that
addresses this problem of  "non-immunogenicity"  of cancer.  Management believes
that this  therapy may 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.

PRODUCT CANDIDATES

         The  following  disclosure  summarizes  the product  candidates  of the
Company and the status of their development.

         TAP CANCER VACCINE

         The Company has developed a therapeutic  cancer  vaccine which includes
the  patented  use of the TAP-1 gene to restore the TAP protein (the "TAP Cancer
Vaccine").  The TAP  Cancer  Vaccine  is  targeted  at  those  cancers  that are

                                       3

deficient in the TAP protein,  which include  commonly  occurring breast cancer,
prostate  cancer,  lung  cancer,  liver  cancer,   melanoma,  renal  cancer  and
colorectal cancer.

         Management  believes  that the TAP  Cancer  Vaccine  will  deliver  the
genetic  information  required for expression of the TAP protein,  thus "turning
on" the  defective TAP  signaling  system within the cancer cells.  These cancer
cells would then transport cancer antigen peptides to the cell surface using the
individual's  specific MHC Class I proteins.  As a result,  management  believes
that the immune  response  would be targeted to the entire  repertoire of cancer
antigen  peptides  produced  by the cancer  cell,  rather  than just to a 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 and resultant peptides.

         In general,  a "cancer vaccine" is a therapy that stimulates the immune
system to attack tumors.  Management  believes that most current cancer vaccines
contain either cancer-specific proteins that directly activate the immune system
or contain genetic information,  such as DNA, that encodes these cancer-specific
proteins.  Management  believes that there are a number of key  conditions  that
must be met before a cancer vaccine can be effective in generating a therapeutic
immune response:  (i) the cancer antigen peptide delivered by the vaccine has to
be  recognized  by the immune  system as  "abnormal"  or  "foreign"  in order to
generate a strong and specific  T-cell  response;  (ii) the same cancer  antigen
peptide has to be displayed  on the surface of the cancer  cells in  association
with the MHC Class I proteins; and (iii) these cancer antigen peptides then have
to be sufficiently  different from normal proteins in order to generate a strong
anti-tumor response.

         If these  conditions  are all met, then  management  believes that such
cancer vaccines  should  generate a sufficiently  strong immune response to kill
the cancer  cells.  However,  the  identification  of  suitable  cancer-specific
antigen  proteins  to use in these  therapeutic  vaccines  has proven  extremely
complex.  In addition,  the MHC Class I proteins are highly variable,  with over
100 different types in humans and, as a result,  any one-cancer  antigen peptide
will  not  produce  an  immune  response  for  all   individuals.   Cancers  are
"genetically  unstable"  and their  proteins  are highly  variable,  so that the
selected cancer antigen protein may result in the immune system only attacking a
small subset of the cancerous cells.

         The  Company's  objective  is  to  develop  the  TAP  technology  as  a
therapeutic  cancer  vaccine that will restore the normal immune  recognition of
cancer cells.  Management  believes that the TAP Cancer Vaccine  strategy is the
only therapeutic approach that addresses this problem of "non-immunogenicity" of
cancer and believes that the TAP Cancer  Vaccine  overcomes many of the problems
associated with current cancer vaccines.  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.

TAP CANCER VACCINE DEVELOPMENT PROGRAM

         The  Company is  currently  developing  the TAP  Cancer  Vaccine at the
University of British  Columbia  Biomedical  Research Centre (the "BRC") under a
collaborative  research  agreement.  See  "Item 1.  Description  of  Business  -
Strategic Alliance."

         Management 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 the TAP technology as a cancer vaccine was established in
research conducted during the last ten years in the laboratory at the BRC by Dr.
Wilfred Jefferies,  a director and executive officer of the Company. 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).  Management
believes that the TAP technology has been further validated in melanoma.

                                       4

         Management believes that the expected competitive advantages of the TAP
technology include: (i) efficacy against secondary cancerous growths remote from
the  primary  tumor;  (ii) no MHC Class 1  restrictions  on the  genetics of the
tumors  or  individuals;   (iii)   non-toxicity   to  normal  cells;   and  (iv)
complementary to and synergistic with other therapeutics.

PRE-CLINICAL TESTING.

         The Company has substantially completed pre-clinical testing of its TAP
Cancer Vaccine, which included the evaluation of several strains of vaccinia and
adenovirus  vectors to assess  their  respective  ability to deliver the correct
genetic  information  allowing  expression  of the TAP  protein in  tumors,  the
selection  and licensing of the vector from Crucell and the  identification  and
entering  into  the  Production   Services  Agreement  with  Molecular  Medicine
BioServices,  Inc., a good  manufacturing  practice  manufacturer for subsequent
production of the TAP Cancer  Vaccine.  See "Material  Agreements" - "Production
Service  Agreement."  The Company has to complete the  performance of toxicology
studies using the TAP Cancer  Vaccine on at least two animal  species to confirm
its  non-toxicity.  In  addition,  the Company  must  complete  initial  vaccine
production, and develop internal and external clinical trials, support personnel
and infrastructure before commencing clinical trials.

         Once the formal pre-clinical testing is completed,  the Company intends
to compile and  summarize  the data and submit it to the United  States  Federal
Drug  Administration  ("FDA")  and/or the Canadian  Health  Canada ("HC") and/or
other national regulatory  agencies,  in the form of an investigational new drug
application (the "IND"). The IND will include data on vaccine production, animal
studies and toxicology  studies,  as well as proposed  protocols for the Phase I
human clinical trials.

PHASE I HUMAN CLINICAL TRIALS.

         Management  believes  that,  subject  to the  completion  of  remaining
pre-clinical work and financing estimated at approximately $5,000,000, the Phase
I human  clinical  trials will  commence in early fiscal year 2005.  The Company
intends to conduct the Phase I human  clinical  trials at the  British  Columbia
Cancer  Agency in Vancouver,  British  Columbia or other  alternative  locations
under  evaluation.  These  trials  will  be  conducted  in  respect  of  certain
carcinomas.  The Company has presented  information on the TAP Cancer Vaccine to
members of the  Department  of Advanced  Therapeutics  of the  British  Columbia
Cancer Agency.  The Phase I trials will generally be designed to provide data on
the safety of the TAP Cancer Vaccine when used in humans.

         Clinical  trials to  support  IND's are  typically  conducted  in three
sequential phases,  although the phases may overlap. During Phase I, there is an
initial introduction of the therapeutic candidate into healthy human subjects or
patients.  The  drug  is  tested  to  assess  metabolism,  pharmacokinetics  and
pharmacological  actions and safety,  including  side  effects  associated  with
increasing  doses.  Phase II  usually  involves  studies  in a  limited  patient
population  to assess the  clinical  activity of the drug in  specific  targeted
indications, assess dosage tolerance and optimal dosage and continue to identify
possible adverse effects and safety risks. If the therapeutic candidate is found
to be potentially effective and to have an acceptable safety profile in Phase II
evaluations,  Phase III trials are  undertaken to further  demonstrate  clinical
efficacy and to further test for safety within an expanded patient population at
geographically dispersed clinical trial sites.

         PEPTIDE TRANSFER ASSAY

         The Company is  developing  potential  products  that may  stimulate or
interrupt  the  chain  of  events  involved  in  certain  immune  system-related
diseases.  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 will be used to  identify  compounds  effective  in the
treatment of cancer,  infectious  diseases,  autoimmune  diseases and transplant
rejection.  Autoimmune  diseases  include,  but are not limited  to,  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.

                                       5

         Management  believes  that the  Peptide  Transfer  Assay  is ready  for
development  for  high-throughput  screening  and  partnering.   High-throughput
screening  is the use of robotics and  automated  industrial  processes  used to
speed up the drug discovery  process,  testing large number of compounds against
certain targets.

         SCREEN FOR REGULATORS OF ANTIGENICITY

         The Company has recently licensed drug discovery technology that can be
used to identify small molecule  regulators of the immune  response (the "Screen
for Regulators of Antigenicity Technology").  Management believes the Screen for
Regulators of Antigenicity Technology can be used to screen and select new drugs
that  regulate  immune  responses.  Management  believes  that  the  Screen  for
Regulators of  Antigenicity  Technology  has relevance to both cancers and viral
diseases and in modulating  transplant  rejection and autoimmune  diseases.  The
Company  intends  to  establish  a  drug  discovery  and  development   division
incorporating  the Screen for  Regulators  of  Antigenicity  Technology  and the
Peptide  Transfer Assay to build a pipeline of products to treat  immune-related
diseases.

PRODUCT CANDIDATES' TARGET MARKET AND STRATEGY

         The Company is currently  focused  primarily  on the  oncology  market.
Cancer  encompasses a large number of diseases that affect many different  parts
of the human body.  The diversity of cancer types and their  overall  prevalence
create a large need for new and improved  treatments.  Management  believes that
there is a significant  market  opportunity for a cancer treatment that utilizes
the highly specific defense mechanisms of the immune system to attack cancers.

         Management  believes that the FDA will approve the first cancer vaccine
within the next several  years.  Based upon recent  market  reports,  Management
believes that the market for cancer vaccines will be approximately $2 billion by
2007, with a compounded annual growth rate of 104%. Management's goal is for the
TAP Cancer Vaccine could secure a portion of this market.

         Management  believes  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).

STRATEGIC ALLIANCE

         GeneMax  Pharmaceuticals  and the BRC  Biotechnology  Laboratory at UBC
entered into a contract 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 under the agreement.  See
"Material Agreements - "Collaborative Research Agreement with UBC."

MATERIAL AGREEMENTS

         SHARE EXCHANGE AGREEMENT

         Effective  May 9,  2002,  Eduverse.com,  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 (the "Canadian GeneMax  Shareholders").  Pursuant to the
Share Exchange Agreement, the Company acquired one hundred percent (100%) of the
issued and  outstanding  shares of common  stock of GeneMax  Pharmaceuticals  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 GeneMax Pharmaceuticals management,  consulting and research
and development fees.

                                       6

         Effective  July 15,  2002,  pursuant  to a  definitive  Share  Exchange
Agreement,  the Company  commenced the closing and acquired  5,880,304 shares of
GeneMax  Pharmaceuticals  from  non-British  Columbia  shareholders  of  GeneMax
Pharmaceuticals  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 GeneMax  Pharmaceuticals  shareholders and acquired a further 4,487,001
shares of GeneMax Pharmaceuticals in exchange for 4,487,001 restricted shares of
common stock.  During 2002, the Company  completed the  acquisition by acquiring
the remaining 864,660 shares of GeneMax  Pharmaceuticals in exchange for 864,660
restricted  shares  of  common  stock.   Also,   744,494   outstanding   GeneMax
Pharmaceuticals  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 GeneMax
Pharmaceuticals  stock options.  All GeneMax  Pharmaceuticals  stock options and
common  stock  purchase  warrants  were  then  cancelled.  As a  result  of this
transaction, the former stockholders of GeneMax Pharmaceuticals owned 75% of the
15,320,119  total  issued and  outstanding  shares of the Company as at July 15,
2002.

         Pursuant  to the Share  Exchange  Agreement,  Directors'  Circular  and
related  settlement  agreements,  there were an  aggregate  of 744,494  warrants
issued, of which 110,334 warrants were issued convertible into 110,334 shares of
common  stock at an exercise  price of $2.50 per share  expiring on September 1,
2002 and 50,000  warrants were issued  convertible  into 50,000 shares of common
stock at an exercise price of $1.00 per share expiring on October 4, 2003 for an
aggregate of 160,334  warrants.  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 Annual  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.

         The  share  exchange  was  accounted  for as a  recapitalization  using
accounting   principles   applicable  to  reverse   acquisitions   with  Genemax
Pharmaceuticals  being  treated as the  accounting  parent and the Genemax Corp.
being treated as the accounting subsidiary.

         VOLUNTARY POOLING AGREEMENT

         On May 9, 2002, the Company, certain shareholders and Global Securities
Transfer Inc., the Company's stock transfer agent ("Global Securities"), entered
into a  voluntary  pooling  agreement  effective  July 15,  2002  (the  "Pooling
Agreement").  The Pooling  Agreement  provides that certain  shareholders of the
Company (the "Pooled  Shareholders")  holding  collectively  9,158,280 shares of
common stock (the "Pooled  Shares")  agreed to a restrictive  holding period for
the Pooled Shares.  The Pooling  Agreement  provides that the Pooled Shares will
not be traded, will not become available for trading and will not be released to
the  shareholders  to enable them to be sold until certain future release dates.
The initial ten percent  (10%) of the Pooled Shares (the "First  Release  Date")
was to be released to the Pooled Shareholders on or about July 15, 2003, however
the pooling  committee  established  by the Board of Directors to administer the
Pooling Agreement extended the First Release Date until July 15, 2004. Following
the First  Release  Date,  the  remaining  Pooled Shares will be released in ten
percent  (10%)  increments  every three (3)  calendar  months.  The terms of the
Pooling Agreement may not be changed and the Pool may not be challenged  without
the prior  written  consent of at least such number of Pooled  Shareholders  who
hold not less than two-thirds of the Pooled Shares remaining in the pool.

         ICI CONSULTING SERVICES AGREEMENT

         The  Company  and ICI  entered  into a  consulting  services  agreement
effective May 9, 2002 (the  "Consulting  Services  Agreement").  Pursuant to the
Consulting Services  Agreement,  ICI provided  management  consulting  services,
development of various business interests,  and other consulting services to the
Company.  The Consulting  Services Agreement was to continue until 30 days after
notice of termination  by either the Company or ICI.  Pursuant to the Consulting
Services Agreement, ICI would receive a monthly fee of $10,000.

          During the fiscal  year ended  December  31,  2003,  an  aggregate  of
$120,000 in fees was incurred to ICI for services  rendered to the Company under
the Consulting Services Agreement.  In addition, ICI incurred expenses on behalf

                                       7

of the Company  totaling  $637,741.  During the fiscal year ended  December  31,
2003, the Company paid ICI $428,621,  settled a further $260,000 in exchange for
debt for the  exercise  of stock  options to  consultants  of ICI and  exchanged
$71,274 in debt ICI assigned to  International  Market Trend, AG ("IMT") for the
exercise of stock options to certain consultants of IMT.

         Effective  December 31, 2003, the Company  accepted the  resignation of
ICI. The Board of  Directors  of the Company  made the decision to  subsequently
contract   directly   for  certain   services   previously   performed  by  ICI.
Specifically,  Grant Atkins, a director of the Company, and a consultant for ICI
entered into a verbal  arrangement to provide certain services formerly provided
by ICI. Mr.  Atkins has served as Chief  Financial  Officer of the Company since
March 1, 2003. On April 7, 2004, Mr. Atkins agreed to resign as Chief  Financial
Officer,  Secretary and  Treasurer of the Company  effective no later than April
15, 2004. A continuation of certain services to the Company through a consulting
services  agreement between Mr. Atkins and the Company is currently under review
by Management. Mr. Atkins remains a director of the Company.

         COLLABORATIVE RESEARCH AGREEMENT WITH UBC

         The   Company,   through  its  wholly   owned   subsidiaries,   GeneMax
Pharmaceuticals  and GeneMax  Canada  entered  into the  Collaborative  Research
Agreement with UBC dated September 1, 2000. The Collaborative Research Agreement
was entered into pursuant to a research project (the "Project")  entitled "Novel
Immunotherapy for Malignant Carcinoma". The Project's objective is to develop an
intervention  strategy that will stimulate the immune system to recognize  TAP-1
deficient tumors.

         Under the terms of the Collaborative  Research  Agreement,  the Company
provides funding for approximately three Ph.D. scientists and approximately four
support  technicians  and students,  and UBC provides the Company with access to
the  laboratories and equipment at the BRC and other facilities at UBC. UBC will
retain all rights and title to all inventions,  improvements  and/or discoveries
that are  conceived by employees  of UBC,  during the term of the  Collaborative
Research  Agreement in the  performance of the Project,  however UBC has granted
the Company an option to obtain a royalty-bearing license to use the inventions,
improvements  and/or discoveries in the performance of the Project.  The Company
has also  entered  into a  license  agreement  for  certain  of the  inventions,
improvements and/or discoveries. See "Material Agreements - Cancer Immunotherapy
Technology License Agreement." The Collaborative Research Agreement, as amended,
will expire on August 31, 2004.  While the Company is not currently  negotiating
an extension of the Collaborative  Research Agreement,  Management believes that
they  will on or before  the  third  quarter  of 2004,  be able to  successfully
negotiate a new agreement or an extension to the existing Collaborative Research
Agreement.

         The Collaborative Research Agreement was subsequently amended by letter
agreements dated November 28, 2000,  January 9, 2001, April 2, 2001,  January 7,
2002, March 28, 2002 and August 2002. The Collaborative  Research Agreement,  as
amended,  provides for payments to UBC in the aggregate of $2,973,049  (CDN), of
which  $991,515  was to be paid during the fiscal year ended  December 31, 2002,
$1,135,801  to be paid  during the fiscal  year ended  December  31,  2003,  and
$471,518 to be paid during the fiscal year ended December 31, 2004. As of fiscal
year ended  December  31, 2003,  an  aggregate of $471,518  (CDN) was payable by
GeneMax  Pharmaceuticals  to UBC in connection with the  Collaborative  Research
Agreement  and  the  Company  had  purchased  certain  laboratory  equipment  in
connection with the ongoing research.

         As of March 25, 2004,  the Company had paid UBC $471,518  (CDN) towards
amounts due and owing under the Collaborative  Research Agreement.  In addition,
the  Company  reimbursed  UBC a total  of  $55,812  of  patent  expenditures  in
connection  with  technologies  licensed to the Company.  As at the date of this
filing,  a further  $235,759 (CDN) is due to UBC for amounts  incurred and to be
incurred  from March 1, 2004  through May 31, 2004 and the Company is in default
of the Agreement. Pursuant to the terms of the Collaborative Research Agreement,
UBC could terminate the  Collaborative  Research  Agreement by providing written
notice of the breach to the Company and the Company not having  cured the breach
within 30 days. As of the date of this Annual  Report,  UBC had not notified the
Company of the breach.

                                       8

         CANCER IMMUNOTHERAPY TECHNOLOGY LICENSE AGREEMENT

         In March 2000, the Company,  UBC and Dr.  Wilfred A. Jefferies  entered
into a license  agreement  (the  "License  Agreement"),  with UBC  providing  an
exclusive  world-wide  license  (the  "License")  to the  Company for the use of
certain technology (the "Technology") developed by UBC and Dr. Jefferies.

         The  License  grants the  Company  the right to use the  Technology  to
manufacture,  distribute,  market,  sell,  lease and/or  license or  sub-license
products derived or developed from the Technology during the term of the License
Agreement.  The License  Agreement  expires on the later of March 6, 2015 or the
expiration of the last patent  obtained under the License  Agreement,  including
the expiration of patents obtained from  modifications to existing  patents.  As
consideration  for  entering  into the License  Agreement,  the Company  paid an
initial   license  fee  of  $113,627.32   (CDN)  and  issued   500,000   Genemax
Pharmaceutical  shares to UBC,  which were  subsequently  exchanged  for 500,000
restricted  shares of the  Company's  common  stock.  The License  Agreement was
amended  on  February  11,  2003,  to add a "Method  for  identifying  new tumor
antigens" to the technology.

         On  February  16,  2004,  UBC and the  Company  entered  into a License
Agreement  whereby the Company obtained an exclusive  worldwide  license for the
use of a novel  assay  technology  intended  to be used to screen and select new
drugs that  regulate  immune  responses  (the  "Immune  Response  License").  As
consideration for entering into the Immune Response License,  the Company issued
UBC 10,000  shares of  restricted  common stock and is required to pay to UBC an
annual  maintenance  fee of $500  (CDN).  Pursuant  to the  terms of the  Immune
Response  License,  the term for the license is for the longer of either  twenty
(20)  years or the  expiration  of the last  patent  licensed  under the  Immune
Response   License,   including  the   expiration   of  patents   obtained  from
modifications to existing patents.

         CRUCELL HOLLAND B.V. - RESEARCH LICENSE AND OPTION AGREEMENT

         On August 7, 2003,  the Company and Crucell  Holland  B.V.  ("Crucell")
entered  into an  agreement  (the  "Research  License  and  Option  Agreement"),
providing  for  a  non-exclusive  worldwide  license  for  Crucell's  adenovirus
technology and an option for a  non-exclusive  worldwide  commercial  license to
manufacture,  use, offer for sale,  sell and import  products using the licensed
technology  in the therapy of human  subjects by  administering  to a subject an
adenoviral vector including, but not limited to, therapeutic gene sequence(s).

         The  Research  License  and Option  Agreement  provides  for an initial
license issuance fee of (euro) 100,000,  exclusive of V.A.T.,  bi-annual license
maintenance  fees of (euro)  50,000,  exclusive of V.A.T.,  during the first two
years of the  Research  License  and  Option  Agreement,  and an annual  license
maintenance  fees of (euro) 75,000,  exclusive of V.A.T.,  starting on the third
anniversary until the expiration of the Research License and Option Agreement on
August 7, 2008.

         During the fiscal  year ended  December  31,  2003,  the  Company  paid
$115,490  ((euro)  100,000)  to Crucell  pursuant  to the terms of the  Research
License and Option Agreement.  Pursuant to the terms of the Research License and
Option  Agreement,  a further ((euro) 50,000) was due and payable on February 7,
2004 and as of the date of this  Annual  Report,  the  Company had not paid this
amount.  Pursuant  to the  Research  License  and Option  Agreement,  if a party
default in the  performance  of or fails to be in  compliance  with any material
condition of this agreement,  the Research  License and Option  Agreement may be
terminated if the default or noncompliance is not remedied or steps initiated to
remedy 3 months  after  receipt in writing to the  defaulting  party.  A further
((euro)  50,000)  will be due and payable to Crucell  pursuant  to the  Research
License and Option Agreement on August 7, 2004.

         PRODUCTION SERVICE AGREEMENT

         On March 18,  2003,  and as  amended on August 29,  2003,  the  Company
entered into a production service agreement (the "Production Service Agreement")
with Molecular Medicine BioServices Inc. ("Molecular Medicine").  The Production
Service Agreement provides for the performance of certain production services by
Molecular  Medicine  relating  to the fill of  adenoviral  vector  product  (the
"Product").  The Product is required for both toxicology studies to be conducted
and subsequent human clinical trials.

         The total contract costs under the Production  Services  Agreement,  as
amended,  are $342,000,  including an estimated $110,000 to $145,000 for release
testing  costs.  As of fiscal year ended  December  31,  2003,  the Company paid
$108,500 pursuant to the terms of the Production  Service  Agreement.  As of the
date of this Annual  Report,  the Company owes $15,000  pursuant to the terms of

                                       9

the Production Service Agreement and is in breach of this agreement. Pursuant to
the Production Service Agreement, Molecular Medicine may terminate the agreement
upon ten days  written  notice  unless the Company  cures the breach  during the
ten-day period. The term of the Production  Services Agreement is from March 18,
2003 until the completion of the Product, currently estimated to be in the third
quarter of 2004.

         NIAID BIOLOGICAL MATERIALS TRANSFER AGREEMENT AND PUBLIC HEALTH SERVICE
BIOLOGICAL MATERIALS LICENSE AGREEMENT

         On October 21, 2003,  the Company  entered into a Biological  Materials
Transfer  Agreement  with the  National  Institute  of  Allergy  and  Infectious
Diseases ("NIAID") for the license of NIAID's modified vaccinia ankara virus for
use in the Company's research,  product development and marketing.  The licensed
technology and virus material will be used with the goal of developing a vaccine
platform capable of generating  superior  protective  immune  responses  against
smallpox.  Pursuant to the Biological Materials Transfer Agreement,  the Company
pays a  non-refundable  annual  royalty  of  $2,500  per  year.  The  Biological
Materials Transfer Agreement expires on November 5, 2008. Payments of $2,876 are
now overdue, although the Public Health Service (PHS) has not issued a notice of
default.  PHS may terminate  this  Agreement if the Company is in default in the
performance of any material obligation under this Agreement,  and if the default
has not been remedied  within ninety (90) days after the date of written  notice
by PHS of such default.

         PARC PLACE AGREEMENT

         On October 2, 2003,  the Company and Parc Place  Investments  AC ("Parc
Place") entered into a financial  consulting services agreement (the "Parc Place
Agreement").  Pursuant to the terms and provisions of the Park Place  Agreement,
Parc Place  agreed to be engaged as a  consultant  to the  Company and to render
advice,  consultation,  information and services regarding corporate finance and
other financial service matters for a term of twelve months.  The Company agreed
to issue  finder's fees payable to Parc Place in the aggregate of twenty percent
(20%) of private placement capital raised from European and non-U.S. sources due
to the direct  efforts of Parc Place.  The finder's fee is to be paid in cash up
to a maximum of ten percent  (10%) of the capital  raised and the balance of the
finder's fee is to be paid in shares of the  Company's  common stock issued at a
price of $0.001 per share. Effective December 31, 2003, the Company accepted the
resignation  of Parc Place upon the  closing  of interim  financing  initiatives
expected to end in the second quarter of 2004.

INTELLECTUAL PROPERTY, PATENTS AND TRADEMARKS

         Patents  and  other  proprietary  rights  are  vital  to  the  business
operations of the Company.  The Company protects its technology  through various
United States and foreign  patent filings and trade secrets that the Company can
own or license.  The Company's policy is to seek appropriate  patent  protection
both in the  United  States  and abroad  for its  proprietary  technologies  and
products.  Further, the Company protects its intellectual  property by obtaining
non-disclosure  and non-compete  agreements from its key employees.  Pursuant to
the License Agreement, the Company acquired the exclusive worldwide license to a
portfolio of intellectual property as follows:

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

         On March 26, 2002, the United States Patent and Trademark Office issued
a patent to UBC for the use of TAP-1 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.  Jefferies,  Dr.  Reinhard  Gabathuler,  Dr.
Gerassinmoes  Kolaitis and Dr. Gregor S.D. Reid, who  collectively  assigned the
patent to UBC. The patent expires March 23, 2014.

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

                                       10

         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. Jefferies,  Dr.
Gabathuler,  Dr. Kolaitis and Dr. Reid, who collectively  assigned the patent to
UBC. The patent expires on March 12, 2016.

         As of the date of this Annual  Report,  the  Company  has been  granted
patent protection for this patent in Finland,  France,  Germany,  Italy,  Sweden
Switzerland  an the  United  Kingdom.  The  Company  has also  filed for  patent
protection in Canada and Japan.

         TAP VACCINES AND OTHER FILINGS

         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 Annual Report,
UBC has not received an order granting a patent.

         Other  patent  applications  have been  filed by UBC in  respect of the
Company's  licensed  technologies.  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.

PATENT RISKS

         Our  current  and any future  patents,  if issued,  may be  challenged,
invalidated or circumvented.  Thus, any patent that the Company owns or licenses
from third parties may not provide adequate protection against competitors.  The
pending patent applications,  those the Company may file in the future, or those
the  Company may license  from third  parties may not result in issued  patents.
Also, patents may not provide the Company with adequate  proprietary  protection
or advantages against competitors with similar or competing  technologies.  As a
result of potential conflicts with the proprietary rights of others, the Company
may have to prove that it is not  infringing  the patent  rights of others or be
required to obtain a license to the  patent.  Management  does not know  whether
such a license would be available on commercially reasonable terms, or at all.

         The Company also relies on trade secrets and unpatentable know-how that
the Company seeks to protect, in part, by non-disclosure agreements from its key
employees. However, it is possible that parties may breach those agreements, and
the Company may not have adequate  remedies for any breach.  It is also possible
that the Company's trade secrets or unpatentable  know-how will otherwise become
known or be  independently  developed by competitors.  There can be no assurance
that third  parties will not assert  infringement  or other  claims  against the
Company with respect to any existing or future products,  or that licenses would
be available if any Company  technology were successfully  challenged by a third
party, or if it became  desirable to use any  third-party  technology to enhance
the  Company's  products.   Litigation  to  protect  the  Company's  proprietary
information or to determine the validity of any third-party  claims could result
in  significant  expense to the Company and divert the efforts of the  Company's
technical and management personnel,  whether or not the Company is successful in
such litigation.

         While  the  Company  has  no  knowledge   that  it  is  infringing  the
proprietary  rights of any third  party,  there  can be no  assurance  that such
claims will not be  asserted  in the future  with  respect to existing or future
products.  Any such  assertion by a third party could require the Company to pay
royalties,  to participate in costly litigation and defend licensees in any such
suit  pursuant to  indemnification  agreements,  or to refrain  from  selling an
alleged infringing product or service.

COMPETITION

         The oncology  industry is characterized by rapidly evolving  technology
and intense  competition.  Many  companies  of all sizes,  including a number of
large  pharmaceutical  companies  as well as several  specialized  biotechnology

                                       11

companies,  are developing  various  immunotherapies  and drugs to treat cancer.
There may be products on the market that will compete directly with the products
that the Company is seeking to develop.  In  addition,  colleges,  universities,
governmental  agencies and other public and private research  institutions  will
continue to conduct  research  and are  becoming  more active in seeking  patent
protection and licensing  arrangements  to collect license fees and royalties in
exchange for license rights to technologies  that they have  developed,  some of
which may directly compete with the Company's  technologies and products.  These
companies  and  institutions  may also  compete  with the Company in  recruiting
qualified  scientific   personnel.   Many  of  our  potential  competitors  have
substantially  greater  financial,  research  and  development,  human and other
resources than the Company. Furthermore, large pharmaceutical companies may have
significantly  more experience  than the Company does in  pre-clinical  testing,
human clinical trials and regulatory approval  procedures.  Such competitors may
develop  safer  and  more  effective  products,   obtain  patent  protection  or
intellectual  property rights that limit the Company's  ability to commercialize
products, or commercialize products earlier than the Company.

         Management expects technology  developments in the oncology industry to
continue to occur at a rapid pace.  Commercial  developments  by any competitors
may  render  some  or  all of  the  Company's  potential  products  obsolete  or
non-competitive,   which  could  materially  harm  the  Company's  business  and
financial condition.

         Management believes that the following companies,  which are developing
various types of similar  immunotherapies  and  therapeutic  cancer  vaccines to
treat cancer, could be major competitors of the Company: CellGenSys Inc., Corixa
Corp.,  Dendreon Corp., Genzyme Molecular Oncology,  Therion Biologics Corp. and
Transgene S.A.

GOVERNMENT REGULATION

         UNITED STATES

         The design, research, development,  testing,  manufacturing,  labeling,
promotion,  marketing,   advertising  and  distribution  of  drug  products  are
extensively  regulated  by the FDA in the United  States and similar  regulatory
bodies in other  countries.  The  regulatory  process is similar  for a new drug
application (the "NDA"). The steps ordinarily  required before a new drug may be
marketed in the United States, which are similar to steps required in most other
countries,  include: (i) pre-clinical laboratory tests,  pre-clinical studies in
animals,  formulation  studies and the  submission to the FDA of an initial NDA;
(ii) adequate and  well-controlled  clinical  trials to establish the safety and
effectiveness of the drug for each  indication;  (iii) the submission of the NDA
to the FDA; and (iv) review by an FDA advisory committee and approval of the NDA
by the FDA.

         Pre-clinical tests include laboratory  evaluation of product chemistry,
preparation of consistent test batches of product to Good  Laboratory  Practice,
toxicology  studies,  animal  pre-clinical  efficacy  studies and  manufacturing
pursuant to Good Manufacturing Practice. The results of pre-clinical testing are
submitted  to the FDA as part of an initial  NDA. A  thirty-day  waiting  period
after the filing of each initial NDA is required  prior to the  commencement  of
clinical testing in humans.  At any time during this thirty-day period or at any
time thereafter,  the FDA may halt proposed or ongoing clinical trials until the
FDA  authorizes  trials under  specified  terms.  The initial NDA process may be
extremely  costly and  substantially  delay  development of products.  Moreover,
positive results of pre-clinical  tests will not necessarily  indicate  positive
results in subsequent clinical trials.

         After successful  completion of the required  clinical trials, a NDA is
generally  submitted.  The  NDA is  usually  reviewed  by an  outside  committee
consisting of physicians,  scientists, and at least one consumer representative.
The advisory committee reviews, evaluates and recommends whether the application
should  be  approved,  but  the FDA is not  bound  by the  recommendation  of an
advisory committee.  The FDA may request additional information before accepting
a NDA for filing,  in which case the  application  must be resubmitted  with the
additional  information.  Once the submission has been accepted for filing,  the
FDA or the  advisory  committee  reviews  the  application  and  responds to the
applicant.  The review  process is often extended by FDA requests for additional
information or clarification. The FDA cites 24 months as the median time for NDA
review.

         If the FDA evaluations of the NDA and the manufacturing  facilities are
favorable,  the FDA may issue an approvable  letter.  An approvable  letter will
usually contain a number of conditions that must be met in order to secure final
approval of the NDA and  authorization  of commercial  marketing of the drug for
certain  indications.  The FDA may also refuse to approve the NDA or issue a not

                                       12

approval  letter,  outlining  the  deficiencies  in  the  submission  and  often
requiring  either   additional   testing  or  information  or  withdraw  of  the
submission.

         The  manufacturers  of  approved   products  and  their   manufacturing
facilities are subject to continual review and periodic inspections. The Company
has  entered  into a contract  with  Molecular  Medicine  for  commercial  scale
manufacturing  of the TAP Cancer  Vaccine,  therefore the  Company's  ability to
control compliance with FDA manufacturing requirements will be limited.

         Approved  drugs are  subject to  ongoing  compliance  requirements  and
identification of certain side effects after any of the drug products are on the
market. This could result in issuance of warning letters,  subsequent withdrawal
of approval,  reformulation  of the drug product,  and  additional  pre-clinical
studies or clinical  trials.  Additional  information  is available on the FDA's
website - www.fda.gov.

         CANADA

         In Canada, the Therapeutic  Products  Directorate and the Biologics and
Genetic  Therapies  Directorate of Health Canada ensure that clinical trials are
properly  designed  and  undertaken  and that  subjects are not exposed to undue
risk.  Regulations define specific  Investigational  New Drug Submission ("IND")
application  requirements,  which must be complied with before a new drug can be
distributed for trial purposes.  The  Directorates  currently review the safety,
efficacy and quality data submitted by the sponsor and approve the  distribution
of the  drug to the  investigator.  The  sponsor  of the  trial is  required  to
maintain  accurate records,  report adverse drug reactions,  and ensure that the
investigator  adheres  to the  approved  protocol.  Trials in  humans  should be
conducted  according to generally accepted principles of good clinical practice.
Management  believes that these  standards  provide  assurance that the data and
reported results are credible and accurate, and that the rights,  integrity, and
privacy of clinical trial subjects are protected.

         Sponsors  wishing  to  conduct  clinical  trials  in Phases I to III of
development must apply under a 30-day default system.  Applications must contain
the  information  described  in the  regulations,  including:  a clinical  trial
attestation;  a protocol;  statements to be contained in each  informed  consent
form, that set out the risks posed to the health of clinical trial subjects as a
result of their participation in the clinical trial; an investigator's brochure;
applicable  information  on excipients  (delivery  vehicles);  and chemistry and
manufacturing information.

         The sponsor can proceed  with the  clinical  trial if the  Directorates
have not  objected to the sale or  importation  of the drug within 30 days after
the date of receipt of the clinical trial  application and Research Ethics Board
approval for the conduct of the trial at the site has been obtained.

         Outside the United States and Canada,  the Company's  ability to market
its drug products is contingent upon receiving marketing  authorization from the
appropriate  regulatory  authorities.   Management  believes  that  the  foreign
regulatory approval process includes all of the complexities associated with FDA
approval  described above.  The  requirements  governing the conduct of clinical
trials and  marketing  authorization  vary  widely from  country to country.  At
present,  foreign marketing  authorizations are applied for at a national level,
although within the European Union procedures are available to companies wishing
to market a product in more than one member country.  Additional  information is
available on Health Canada's website - www.hc-sc.gc.ca.

PRODUCT LIABILITY AND INSURANCE

         The Company's  business  involves the risk of product liability claims.
The Company has not  experienced  any product  liability  claims to date and the
Company does not yet maintain product liability insurance. Management intends to
maintain product  liability  insurance  consistent with industry  standards upon
commencement of the marketing and distribution of the TAP Cancer Vaccine.  There
can be no assurance that product liability claims will not exceed such insurance
coverage limits,  which could have a materially  adverse effect on the Company's
business,  financial condition or results of operations,  or that such insurance
will continue to be available on commercially reasonable terms, if at all.

                                       13

EMPLOYEES AND/OR CONSULTANTS

         Services  are provided to the Company by the Chief  Executive  Officer,
Chief Financial  Officer and Chief Scientific  Officer through personal services
corporations and management consulting  agreements.  See "Management  Consulting
Agreements."  Additional  services  are  provided  to  the  Company  by  outside
consultants.

FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         WE HAVE A HISTORY OF OPERATING  LOSSES.  We have a history of operating
losses,  expect to continue to incur losses, and may never be profitable.  As of
December 31, 2003, we had an accumulated  deficit of $9,751,665.  Further, we do
not have any products that generate  revenue and expect our operating  losses to
increase  significantly as we commence clinical trials. We do not expect to earn
significant  revenue for several years, and may never do so. Continued operating
losses and the failure to satisfy our financial obligations will have a material
adverse effect upon our business and our shareholders.

         GOING  CONCERN.  The  independent  auditor's  report  accompanying  our
December  31, 2003  consolidated  financial  statements  contain an  explanatory
paragraph expressing  substantial doubt about our ability to continue as a going
concern. The consolidated financial statements have been prepared "assuming that
the Company will continue as a going concern," which  contemplates  that we will
realize our assets and satisfy our  liabilities  and commitments in the ordinary
course of business.  Our ability 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. There can be no assurance
that we  will be able to  raise  sufficient  additional  capital  or  eventually
positive cash flow from  operations to address all of our cash flow needs. If we
were not able to find alternative sources of cash or generate positive cash flow
from operations, our business and shareholders would be materially and adversely
affected.

         WE ARE  DEPENDENT  UPON THE  COLLABORATIVE  RESEARCH  AGREEMENT AND THE
LICENSE AGREEMENT TO FURTHER DEVELOP AND  COMMERCIALIZE OUR PRODUCT  CANDIDATES.
The Collaborative  Research Agreement and the License Agreement provides us with
the  intellectual  property  and  options  for the  license of the  intellectual
property necessary to develop and commercialize our product candidates.  If, for
any reason,  we were unable continue to utilize the intellectual  property under
these  agreements,  it would have a material  adverse effect upon our ability to
develop and eventually commercialize our product candidates,  which would have a
material adverse effect upon our business.

         Further,  as of the date of this Annual Report, we are in breach of the
Collaborative  Research Agreement because we have insufficient funds to meet our
obligations  under  the  Collaborative  Research  Agreement.   Pursuant  to  the
Collaborative  Research Agreement,  UBC may terminate the agreement upon 30 days
written  notice  and  our  inability  to  cure  the  breach.  In  addition,  the
Collaborative  Research  Agreement  will expire on August 31,  2004.  Failure to
successfully  negotiate an extension to the Collaborative  Research Agreement or
entering into a new agreement would require us to seek a new collaborator, which
we may be unable to do on a timely  basis,  if at all.  The  termination  of the
Collaborative  Research Agreement or inability to obtain an extension thereunder
will have a material adverse effect upon us and our shareholders.

         WE ARE IN BREACH OF SEVERAL OF OUR MATERIAL  CONTRACTS.  As of the date
of this Annual Report, we are in breach of the Collaborative Research Agreement,
Research License and Option Agreement,  Biological  Materials Transfer Agreement
and the Production Service Agreement because of failure to make certain payments
pursuant to these agreements. Our failure to cure the breach of these agreements
within the time frames specified may result is termination of these  agreements.
The termination  any of these  agreements  would have a material  adverse effect
upon our business.

         WE WILL REQUIRE  SIGNIFICANT  ADDITIONAL  FUNDING IN THE FUTURE.  Based
upon  our  historical  losses  from  operations,  we  will  require  significant
additional  funding  in the  future.  We may not be able  to  obtain  additional
financing on favorable  terms,  if at all.  Although  there can be no assurances
given, we believe that we will be able to fund operations for the next 12 months
from the sale of publicly or privately offered  securities.  If we are unable to
raise  additional  funds,  we  may  have  to  delay,  reduce  or  eliminate  the
development of our product candidates.  Failure to obtain significant additional
funding will have a material adverse effect upon our business.

                                       14

         PRECLINICAL  TESTING  AND FUTURE  CLINICAL  TRIALS MAY TAKE LONGER THAN
ANTICIPATED,  AND WE MAY BE UNABLE TO  COMPLETE  THEM AT ALL.  While  Management
believes that the Phase I human  clinical  trials will commence  early in fiscal
year 2005,  there can be no assurances  that they will occur on this time frame,
if at all. We may not  commence or complete the pivotal  clinical  trials of the
TAP Cancer Vaccine or commence or complete  clinical trials  involving any other
product  candidates  or  may  not  conduct  them  successfully.   Further,   our
development  costs will  increase  if we  experience  any  future  delays in the
preclinical  trials or  clinical  trials  for the TAP  Cancer  Vaccine  or other
potential  products  or if we are  required  to  perform  additional  or  larger
clinical trials than currently planned.  Any substantial delay of or the failure
to complete the clinical  trials would have a material  adverse  effect upon our
business.

         IF TESTING OF A PARTICULAR  PRODUCT CANDIDATE DOES NOT YIELD SUCCESSFUL
RESULTS,  THEN  WE  WILL  BE  UNABLE  TO  COMMERCIALIZE  THAT  PRODUCT.  We must
demonstrate  the safety and  efficacy  of the TAP Cancer  Vaccine  and its other
potential products in humans through extensive preclinical and clinical testing.
We may experience  numerous  unforeseen  events  during,  or as a result of, the
testing  process  that could delay or prevent  commercialization  of our product
candidates.  Further, clinical testing is very expensive, the process takes many
years, and the outcome is uncertain.  Unsuccessful  results from preclinical and
clinical testing will have a material adverse effect on our business.

         GOVERNMENT REGULATION IMPOSES SIGNIFICANT COSTS AND RESTRICTIONS ON THE
DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS AND SERVICES. Our success will
depend on our  ability to satisfy  regulatory  requirements.  We may not receive
required regulatory  approvals on a timely basis, if at all. Government agencies
heavily  regulate  the  production  and  sale  of  healthcare  products  and the
provision of healthcare services. In particular, the FDA and comparable agencies
in foreign  countries must approve human  therapeutic  and  diagnostic  products
before they are marketed, as well as the facilities in which they are made. This
approval  process  can involve  lengthy and  detailed  laboratory  and  clinical
testing, sampling activities and other costly and time-consuming procedures. Our
failure to comply with  applicable  regulatory  approval  requirements  may lead
regulatory  authorities  to take action against us, which may delay or cease the
development and commercialization of our product candidates.

         Therapies that have received  regulatory  approval for commercial  sale
may continue to face  regulatory  difficulties.  The FDA and comparable  foreign
regulatory  agencies,  may  require  post-marketing  clinical  trials or patient
outcome studies.  In addition,  regulatory  agencies subject a marketed therapy,
its  manufacturer  and the  manufacturer's  facilities  to continual  review and
periodic  inspections.  The  discovery of  previously  unknown  problems  with a
therapy, the therapy's  manufacturer or the facility used to produce the therapy
could  prompt a  regulatory  authority  to impose  restrictions  on the therapy,
manufacturer or facility, including withdrawal of the therapy from the market.

         Our business may be adversely affected by any new laws, regulations and
judicial  decisions,  or new  interpretations of existing laws,  regulations and
decisions, which relate to health care availability or the method of delivery or
payment for our products and  services,  or which affect the sales and marketing
practices involving, or pricing of, our product candidates and services.

         OUR  COMPETITORS  HAVE MORE  EXPERIENCE AND GREAT RESOURCES THAN WE DO.
Competition  in the cancer  therapeutics  field is intense and is accentuated by
the rapid pace of technological  development.  Most of our competitors also have
greater financial  resources than we have. Many of our competitors may have more
extensive research and development,  marketing and production capabilities.  Our
future success will depend on our ability to effectively  develop and market our
product candidates  against those of our competitors.  If our product candidates
receive marketing  approval,  but cannot compete effectively in the marketplace,
our business and  financial  position  would  suffer.  Failure to compete in the
marketplace will have a material adverse effect upon our business.

         MARKET  ACCEPTANCE OF THE TAP CANCER VACCINE AND PRODUCT  CANDIDATES IS
UNCERTAIN.  Even if the TAP Cancer  Vaccine  and other  potential  products  are
approved and sold,  physicians  may not ultimately use them or may use them only
in applications more restricted than we expect. Physicians will only prescribe a
product if they  determine,  based on  experience,  clinical  data,  side effect
profiles  and other  factors,  that it is  beneficial  and  preferable  to other
products and treatments  then in use. Many other factors  influence the adoption
of new products,  including marketing and distribution  restrictions,  course of

                                       15

treatment,  adverse publicity,  product pricing, the views of thought leaders in
the medical  community,  and  reimbursement  by third-party  payers.  Failure to
obtain market acceptance of our product  candidates will have a material adverse
effect upon our business.

         DEPENDENCE  ON KEY  EMPLOYEES.  Our  success  depends to a  significant
extent upon our key management,  including Ronald Handford,  our Chief Executive
Officer and Dr. Wilfred Jefferies, our Chief Scientific Officer. We believe that
our continued  success will depend in large part upon our ability to attract and
retain  highly  skilled  managerial  and  technical  personnel.  There can be no
assurance  that we will be successful in attracting  and retaining the personnel
we require to develop  and market  our  product  candidates  and to conduct  our
operations  successfully.  Failure to retain Mr. Handford or Dr. Jefferies would
have a material adverse effect upon our business and our shareholders.

         IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL  PROPERTY,  WE
MAY BE  UNABLE TO  PREVENT  INFRINGEMENT.  Our  success  depends  in part on our
ability to obtain and maintain patent  protection for the technology  underlying
our product  candidates,  both in the United States and in other  countries.  We
cannot  assure you that any of our current or future  patent  applications  will
result in issued  patents,  or that any  patents  issued to us or licensed by us
will not be challenged,  invalidated or held  unenforceable.  Further, we cannot
guarantee  that any  patents  issued to us will  provide  us with a  significant
competitive advantage.

         If we  fail to  successfully  enforce  our  proprietary  technology  or
otherwise  maintain the  proprietary  nature of our  intellectual  property with
respect  to our  significant  current  and  proposed  products,  it would have a
material adverse effect upon our business.

         OUR PRODUCT  CANDIDATES OR METHODS OF PRODUCING  THEM COULD INFRINGE ON
THE INTELLECTUAL  PROPERTY RIGHTS OF OTHERS.  Due to the very significant number
of U.S. and foreign patents issued, and other intellectual property rights owned
by entities operating in the industry in which we operate, it is possible we may
face  litigation  arising from  infringement  of these patents and other rights.
Third parties may assert  infringement  or other  intellectual  property  claims
against us or our licensors.  We may have to pay substantial damages,  including
treble damages,  for past  infringement if it is ultimately  determined that our
product  candidates  or methods of producing our product  candidates  infringe a
third party's proprietary  rights. In addition,  even if such claims are without
merit,  defending a lawsuit may result in  substantial  expense to us and divert
the efforts of our technical and management personnel.

         We may also be subject to significant  damages or  injunctions  against
development of our products,  which could have a material  adverse effect on our
future revenues.  Furthermore,  claims of intellectual property infringement may
require us to enter into royalty or license  agreements with third parties,  and
we may be  unable  to obtain  royalty  or  license  agreements  on  commercially
acceptable terms, if at all, which would have a material adverse effect upon our
business.

         THIRD  PARTIES MAY SEEK TO CHALLENGE,  INVALIDATE OR CIRCUMVENT  ISSUED
PATENTS  OWNED BY OR  LICENSED TO US OR CLAIM THAT OUR  PRODUCT  CANDIDATES  AND
OPERATIONS  INFRINGE  THEIR PATENT OR OTHER  INTELLECTUAL  PROPERTY  rights.  In
addition  to  our  patents,  we  possess  an  array  of  unpatented  proprietary
technology and know-how and we license  intellectual  property rights from third
parties. The measures that we employ to protect this technology and these rights
may not be adequate.  We may incur significant  expense in any legal proceedings
to protect  our  proprietary  rights or to defend  infringement  claims by third
parties. In addition,  claims of third parties against us could result in awards
of substantial  damages or court orders that could  effectively  prevent us from
testing,  manufacturing,  using, importing or selling our products in the United
States or abroad, which would have a material adverse effect upon our business.

         WE MAY BE EXPOSED TO POTENTIAL PRODUCT LIABILITY CLAIMS,  AND INSURANCE
AGAINST  THESE CLAIMS MAY NOT BE  AVAILABLE  TO US AT A  REASONABLE  RATE IN THE
FUTURE.  Our business  operations expose us to potential product liability risks
which  are  inherent  in the  testing,  manufacturing,  marketing  and  sale  of
therapeutic  products.  We not yet have clinical trial  insurance  coverage.  We
intend  to  obtain  clinical  trial  insurance  coverage  at the time the  human
clinical trials are commenced as well as obtaining product  liability  insurance
coverage in the future.  However, this insurance coverage may not be adequate to
cover claims  against us or available to us at an  acceptable  cost,  if at all.
Regardless  of their merit or eventual  outcome,  product  liability  claims may
result in decreased demand for a product,  injury to our reputation,  withdrawal

                                       16

of clinical  trial  volunteers,  the  failure to obtain  approval of our product
candidates, and loss of revenues. Thus, whether or not we are insured, a product
liability  claim or product  recall may  result in  liability  that could have a
material adverse effect upon the Company and its shareholders.

          WE USE  HAZARDOUS  MATERIALS IN SOME OF OUR  RESEARCH AND  DEVELOPMENT
ACTIVITIES.  Our research  activities  sometimes  involve the  controlled use of
various hazardous materials.  Although we believe that our safety procedures for
handling and disposing of such materials comply with the standards prescribed by
state and federal  regulations,  the risk of accidental  contamination or injury
from these materials  cannot be completely  eliminated.  We could be held liable
for any  damages  that  might  result  from any  such  accident  involving  such
hazardous materials.  Any such liability could have a material adverse effect on
our business and financial condition.

         POSSIBLE  VOLATILITY  OF STOCK PRICE AND  DIVIDEND  POLICY.  The market
price of our  common  stock  could be  subject to  significant  fluctuations  in
response to announcements of product  developments or technological  innovations
by us or our competitors,  and other events or factors. In addition,  the stocks
of many  biotechnology  companies  have  experienced  extreme  price and  volume
fluctuations  that  have  often  been  unrelated  to  the  companies'  operating
performance.  We do not intend to pay any cash  dividends on our common stock in
the foreseeable future.  Significant  fluctuations in out stock price may have a
material adverse effect upon our shareholders.

         CONTROL BY  MANAGEMENT.  At March 29, 2004,  our officers and directors
owned of record  approximately  3,678,465 or 18.29% of the outstanding shares of
common stock. If they exercise all of the options that they currently hold, they
will own 6,892,715, shares of our common stock or 29.56% of the then outstanding
shares of common stock. Due to their stock ownership, the officers and directors
may be in a position to elect the Board of Directors and to control our business
and  affairs,   including   certain   significant   corporate  actions  such  as
acquisitions,  the sale or purchase of assets and the  issuance  and sale of the
Company's securities. The interest of our officers and directors may differ from
the interests of other shareholders.

         SHARES ELIGIBLE FOR FUTURE SALE AND DILUTION.  As of March 29, 2004, we
had reserved  10,000,000  shares of common stock for issuance  upon  exercise of
options which have been or may be granted pursuant to our stock option plans, of
which  options to purchase  4,397,100  shares were  outstanding  as of March 29,
2004.  Additionally,  as of  March  29,  2004,  there  were  1,931,678  warrants
outstanding to purchase our common stock. Sales of common stock underlying these
stock  options and warrants  would have a significant  dilutive  effect upon our
current shareholders and may adversely affect the price of the common stock.

         ISSUANCE OF SHARES  PURSUANT TO  EXISTING OR FUTURE  COLLABORATIONS  OR
OTHER AGREEMENTS WILL DILUTE THE EQUITY OWNERSHIP OF OUR EXISTING  STOCKHOLDERS.
Pursuant to the terms and provisions of the 442668 B.C. Consulting Agreement, as
defined below, Dr. Jefferies has an  anti-dilution  mechanism  pursuant to which
Dr.  Jefferies'  fully diluted  equity  ownership  interest would be modified to
twenty-five  percent (25%) of the total issued and outstanding  shares of common
stock. The  anti-dilution  mechanism expires on December 31, 2007 and is subject
to the  achievement of performance  milestones to be mutually agreed upon us and
Dr. Jefferies and regulatory  approvals of applicable  jurisdictions.  As of the
date of this Annual Report, Dr. Jefferies beneficially owns 22.83% of the shares
of our common stock.

         In addition to current contractual  relations that involved issuance of
shares of common stock, we may in the future enter into certain other agreements
involving the issuance of additional  shares of our common stock or other equity
securities, and the value of the securities issued may be substantial.

         WE ARE  SUBJECT TO AN  INFORMAL  INVESTIGATION  BY THE  SECURITIES  AND
EXCHANGE  COMMISSION.  By letter dated March 15, 2004, the staff of the Division
of  Corporate  Finance  of the  Commission  advised  us  that  the  Division  of
Enforcement has commenced an investigation  regarding "certain matters which may
be related to the Company." As of the date of this report,  the Company does not
believe  that the  Commission  has issued a Formal  Order of  Investigation.  We
cannot predict if we will become subject to a formal investigation,  the term of
any such investigation or its potential outcome.

                                       17

ITEM 2. PROPERTIES

         The  Company  does not own any real  estate  or other  properties.  The
Company's  registered  office is located  at 1681  Chestnut  Street,  Suite 400,
Vancouver,  British  Columbia Canada V6J 4M6. The Company entered into an office
services  arrangement pursuant to which the Company receives office services and
access to office and meeting spaces on a monthly basis at approximately  $165.00
(CDN) per month base cost.

ITEM 3. LEGAL PROCEEDINGS

         GLOBAL SECURITIES LITIGATION

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

         The  Defendants  have  filed  an  amended   statement  of  defense  and
counterclaim in response to the Company's  Amended Claim  generally  denying the
allegations and  counterclaiming  for defamation  relating to statements made by
the  Company  about the  litigation  in news  releases.  The Company has filed a
motion for document  production and for records from the Canadian Depository for
Securities.  The  Defendants  motion to obtain a summary  hearing on whether the
actions of the Defendants were unlawful was heard on January 28, 2004. The Court
dismissed the  Defendants'  motion.  Management of the Company intends to pursue
this claim.

         NEVADA LITIGATION

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

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

         None.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The Company's  common stock is traded on the Over The Counter  Bulletin
Board under the symbol "GMXX.OB" and on the Frankfurt and Berlin Stock Exchanges
under the symbol "GX1".  The market for the  Company's  common stock is limited,
volatile and  sporadic.  The  following  table sets forth the high and low sales
prices  relating to the  Company's  common stock for the last two fiscal  years.
These quotations reflect  inter-dealer prices without retail mark-up,  markdown,
or commissions, and may not reflect actual transactions.

                                       18

                         HIGH BID          LOW BID
QUARTER ENDED

FISCAL 2003

Dec. 31, 2003              $1.50            $0.83
Sept. 30, 2003             $2.04            $1.31
June 30, 2003              $5.74            $1.61
March 31, 2003             $10.25           $5.20

FISCAL 2002

Dec. 31, 2002              $20.40            $5.15
Sept. 30, 2002             $7.740            $3.65
June 30, 2002              $2.000            $0.35
March 31, 2002             $7.500            $1.10

HOLDERS

         On March 29, 2004, the Company had 387  shareholders  of record,  which
does not include  shareholders whose shares are held in street or nominee names.
In addition,  the Company believes that there are approximately 2,460 additional
owners of our common stock.

DIVIDENDS

         No dividends  have ever been  declared by the Board of Directors of the
Company on its common stock. The Company's losses do not currently  indicate the
ability to pay any cash  dividends,  and the Company does not intend to pay cash
dividends on its common stock in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES AND CHANGES IN CONTROL OF THE COMPANY

         During the fiscal years ended  December 31, 2003 and 2002,  the Company
sold unregistered securities stock in private placement offerings,  issued stock
in exchange for debts of the Company or pursuant to  contractual  agreements  as
set forth below.

         From  November  2003 until  February  2004,  the  Company  engaged in a
private  placement  offering  of up to  1,428,572  units  of the  Company,  at a
subscription price of $0.70 per unit, with each such unit being comprised of one
share of  restricted  common  stock and one warrant.  Each warrant  entitles the
holder to purchase one share of restricted  common stock at an exercise price of
$0.70 within two years of the date of issuance.  The Company sold 857,143  units
at $0.70 per unit,  for gross  proceeds of $600,000.  The offering  provides the
investors  with  piggy-back  registration  rights  relating  to  any  follow  on
financing conducted that requires  registration of the subject financing shares.
The Offering was exempt from registration  pursuant to Regulation S and Rule 506
of  Regulation  D of the  Securities  Act. No  underwriter  was  involved in the
transaction.

         Between July through  November 2003,  the Company  engaged in a private
placement  offering of up to 5,000,000  units of the Company,  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 warrant.  One whole warrant entitles
the holder to purchase one  additional  share of  restricted  common stock at an
exercise  price of $1.50 per warrant until  September 1, 2004.  The Company sold
555,350  units for gross  proceeds of  $555,350.  The  offering  was exempt from
registration  pursuant  to  Regulation  S and  Rule 506 of  Regulation  D of the
Securities Act. No underwriter was involved in the transaction.

         Pursuant  to the Parc  Place  Agreement,  the  Company  agreed to issue
33,535,  shares of its  restricted  common stock to Parc Place as finder's  fees
pursuant  to the Parc  Place  consulting  agreement  for  raising  capital  from
European and non-U.S. sources.

         During the fourth quarter of 2002 and during the first quarter of 2003,
the Company engaged in a private placement  offering of up to 1,000,000 units of
the Company at a subscription price of $5.00 per unit, with each such unit being
comprised of one share of  restricted  common stock and one-half of one warrant.
One whole  warrant  entitles  the holder to  purchase  one  additional  share of

                                       19

restricted  common  stock at an  exercise  price of $7.50 per warrant for twelve
months following its issuance.  The Company sold 43,000 units for gross proceeds
of $215,000.  The offering was exempt from registration pursuant to Regulation S
and Rule 506 of Regulation D of the Securities  Act. No underwriter was involved
in the transaction.

         During the third and fourth  quarters of 2003, the Company engaged in a
private  placement  offering  of up to  2,500,000  units  of  the  Company  at a
subscription price of $2.50 per unit, with each such unit being comprised of one
share of restricted common stock and one-half of one warrant.  One whole warrant
entitles the holder to purchase one additional share of restricted  common stock
at an  exercise  price of $5.00 per  warrant  for twelve  months  following  its
issuance.  The Company sold 425,400 units for gross proceeds of $1,063,500.  The
offering was exempt from  registration  pursuant to Regulation S and Rule 506 of
Regulation  D of  the  Securities  Act.  No  underwriter  was  involved  in  the
transaction.

         During the second  quarter of 2002,  the  Company  engaged in a private
placement  offering of up to  1,000,000  units of the Company at a  subscription
price of $1.00 per  restricted  common share.  The Company sold 700,000  commons
shares for  proceeds of  $700,000.  The  offering  was exempt from  registration
pursuant to Regulation S and Rule 506 of Regulation D of the Securities  Act. No
underwriter was involved in the transaction.

         Pursuant  to  the  Share  Exchange  Agreement,   the  Company  acquired
5,880,304  shares  of  GeneMax   Pharmaceuticals   from   non-British   Columbia
shareholders  of  GeneMax  Pharmaceuticals  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  GeneMax  Pharmaceuticals  shareholders  and
acquired a further 4,487,001 shares of GeneMax  Pharmaceuticals  in exchange for
4,487,001  restricted  shares of common stock  effective  August 13,  2002.  The
Company  completed the  acquisition  in 2002 by acquiring the remaining  864,660
shares of GeneMax  Pharmaceuticals  in exchange for 864,660 restricted shares of
common stock. Also, 744,494  outstanding  GeneMax  Pharmaceuticals  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 GeneMax  Pharmaceuticals  stock
options.  The  issuance  of the  Company's  shares of  common  was  exempt  from
registration pursuant to Regulation S.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION AND FUNDING

           Management estimates that GeneMax  Pharmaceuticals  previously raised
approximately $1,916,625 in funding before the reverse takeover, and the Company
has raised  $4,758,850 in funding since the May 2002 announcement of the GeneMax
Pharmaceuticals  acquisition  for all issuances of the  Company's  common stock.
Management  believes  that an estimated  $14,000,000  is required  over the next
three years for expenses associated with the balance of pre-clinical development
and  commencement  of Phase I-II clinical  trials for the TAP Cancer Vaccine and
for various operating expenses.

         The Company has not generated any cash flow to fund its  operations and
activities  due primarily to the nature of lengthy  product  development  cycles
that are normal to the  biotech  industry.  Therefore,  the  Company  must raise
additional  funds in the future to  continue  operations.  The  Company  intends
finance its  operating  expenses  with further  issuances of common  stock.  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.  The Company
entered into a letter of intent dated January 14, 2004 with an  investment  bank
to evaluate raising financing for the Company.  The Company's future success and
viability  are dependent on the Company's  ability to raise  additional  capital
through further private offerings of its stock or loans from private  investors.
Additional  financing may not be available upon acceptable  terms, or at all. If
adequate funds are not available or are not available on acceptable  terms,  the
Company  may  not  be  able  to  conduct  its   proposed   business   operations
successfully,  which could  significantly  and materially  restrict or delay the
Company's overall business operations.

                                       20

SELECTED FINANCIAL DATA

         SELECTED FINANCIAL DATA

         The following  selected  financial  data should be read in  conjunction
with the financial  statements and related notes thereto appearing  elsewhere in
this Form 10-KSB.  The selected  financial data as of December 31, 2003 and 2002
has been derived from our  financial  statements  which have been audited by our
independent  auditors and included  elsewhere in this Form 10-KSB.  The selected
financial  data  provided  below is not  necessarily  indicative  of our  future
results of operations or financial performance.

                                                    December 31,
                                           ____________________________
Statement of Operations Data                   2003             2002
_______________________________________________________________________

Interest Income                            $         -      $       125
Consulting Fees                                266,587          149,036
Consulting Fees - stock based                2,121,000          630,275
License Fees                                   128,000                -
Management Fees                                227,366          168,206
Office and general                             925,201           96,830
Research and development                     1,114,644          833,589
Research and development stock based           612,000                -
Travel                                          64,338           15,226
                                           ___________      ___________
Net Loss for the Year                      $(5,778,905)     $(2,284,709)
                                           ===========      ===========
Loss Per Common Share                      $     (0.34)     $     (0.17)

Balance Sheet Data                             2003             2002

Total Assets                               $    93,206      $   761,428

Total Liabilities                              736,951          295,599
Stockholders' Equity (Deficit)             $  (643,745)     $  (465,829)

         FOR FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED WITH FISCAL YEAR ENDED
DECEMBER 31, 2002

         Net revenues  during the fiscal years ended  December 31, 2003 and 2002
were $0. The lack of revenues  during the fiscal  years ended  December 31, 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 $0 and $125 was  recorded for fiscal
years ended December 31, 2003 and 2002, respectively.

         The office and general  expenses  incurred during the fiscal year ended
December 31, 2003 were $925,201 compared to $96,830 during the fiscal year ended
December  31,  2002,  an  increase of $828,371  or  855.49%.  The  increase  was
primarily  due to  mailing,  printing  and other  investor  relations  and media
production expenditures.

         Research and development during the fiscal year ended December 31, 2003
were  $1,114,644  compared to $833,589 during the fiscal year ended December 31,
2002,  an increase of $281,055 or 33.72%.  The increase was  primarily due to an
increased  scope of the  Collaborative  Research  Agreement  and a $50,000 (CDN)
year-end bonus to Dr. Jefferies.

         Consulting  fees relating to the grant of stock options were $2,121,000
during the fiscal year ended  December  31, 2002 as compared to $630,275  during
the fiscal year ended  December 31, 2002,  an increase of $1,490,725 or 236.52%.
The  increase  was  primarily  due  to  a  significant  increase  in  grants  to
consultants.

         Professional  fees  primarily for legal work were  $277,405  during the
fiscal year ended December 31, 2003 compared to $350,782  during the fiscal year
ended  December  31,  2002,  a decrease of $73,377 or 20.92%.  The  decrease was
primarily due to higher legal fees in 2002 associated with the reverse merger.

         Management fees were $227,366 during the fiscal year ended December 31,
2003  compared to $168,206  during the fiscal year ended  December 31, 2002,  an
increase of $59,160 or 35.17%.  The increase was primarily due to a full year of
fees associated with ICI pursuant to the Consulting  Services  Agreement in 2003
compared to 2002.

         Consulting fees were $266,587 during the fiscal year ended December 31,
2003  compared to $149,036  during the fiscal year ended  December 31, 2002,  an
increase of $117,551 or 78.87%. The increase was primarily due to a full year of
activity by some consultants in 2003 compared to a partial year in 2002.

         Research  and  development  expenses  relating  to the  grant  of stock
options were $612,000 during the fiscal year ended December 31, 2003 as compared
to $0 during  the  fiscal  year  ended  December  31,  2002.  The  research  and
development  expenses  relating  to the  grant  of  stock  options  was used for
increased option packages for the key research and development staff.

         License fees were  $128,000  during the fiscal year ended  December 31,
2003 compared to $0 during the fiscal year ended December 31, 2002. The increase
was primarily due to the Crucell  contract  signed in 2003, plus smaller amounts
to UBC and NIH.

         Travel  expenses  during the fiscal year ended  December  31, 2003 were
$64,338  compared to $15,226  during the fiscal year ended December 31, 2002, an
increase of $49,112 or 322.55%.  The  increase  was  primarily  due to increased
travel associated with corporate  development  activities,  prospective  finance
meetings, media and investor relations activities.

         Depreciation  expenses  during the fiscal year ended  December 31, 2003
was $42,368  compared to $40,890  incurred during the fiscal year ended December
31, 2002.

         As a result of the above,  during the fiscal  year ended  December  31,
2003,  the  Company  recorded  operating  expenses  of  $5,778,905  compared  to
$2,284,834,  an increase of $3,494,071  or 152.92%  during the fiscal year ended
December 31, 2002.

         Of the  $5,778,905  incurred as  operating  expenses,  an  aggregate of
$388,869 in fees and $649,738 in expense  reimbursements was incurred payable to
certain directors and/or private companies  controlled by those directors of the
Company  and other  related  parties  pursuant  to  consulting,  management  and
research and development agreements and made net repayments of $650,623.

                                       21

         As a result of the above,  the  Company's  net losses during the fiscal
year ended  December 31, 2003 was $5,778,905 or $0.34 per share as compared to a
net loss of $2,284,709 or $0.17 per share during the fiscal year ended  December
31, 2002, an increase of $3,494,196 or 152.94%. As discussed above, the increase
in net loss 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.

         FOR FISCAL YEAR ENDED DECEMBER 31, 2002 COMPARED WITH FISCAL YEAR ENDED
DECEMBER 31, 2001.

         The Company's net losses during the fiscal year ended December 31, 2002
were $2,284,709, compared to a net loss of $671,986 during the fiscal year ended
December 31, 2001, an increase of $1,612,723.

         Net revenues  during the fiscal years ended  December 31, 2002 and 2001
were $-0-. The lack of revenues  during the fiscal years ended December 31, 2002
and 2001 resulted from the Company's decision to discontinue retail sales of its
software  products,  the focus on research  relating to prospective new business
endeavors,  and the consummation of the acquisition of GeneMax  Pharmaceuticals.
The Company recorded  interest income during the fiscal years ended December 31,
2002 and 2001 of $125 and $1,139, respectively.

         During the fiscal year ended  December 31, 2002,  the Company  recorded
operating  expenses of  $2,284,834  compared to $673,125 of  operating  expenses
recorded  during the  fiscal  year ended  December  31,  2001,  an  increase  of
$1,611,709.  The  operating  expenses  incurred  during  the  fiscal  year ended
December  31, 2002  consisted  primarily  of the  following:  (i)  research  and
development of approximately  $833,589  compared to $283,987 incurred during the
fiscal year ended  December  31,  2001;  (ii)  consulting  fees - stock based of
approximately  $680,275  compared to $-0- incurred  during the fiscal year ended
December 31, 2001; (iii) professional fees of approximately $350,782 compared to
$47,800 incurred during the fiscal year ended December 31, 2001; (iv) management
fees of approximately  $168,206  compared to $132,000 incurred during the fiscal
year ended  December 31, 2001;  (v) consulting  fees of  approximately  $149,036
compared to $106,578  incurred  during the fiscal year ended  December 31, 2001;
(vi) office and general of  approximately  $96,830  compared to $55,574 incurred
during  the  fiscal  year  ended  December  31,  2001;  (vii)   depreciation  of
approximately  $40,890 compared to $32,837 incurred during the fiscal year ended
December  31,  2001;  and (viii)  travel of  approximately  $15,226  compared to
$14,349  incurred  during the fiscal year ended December 31, 2001. This increase
in operating  expenses was due  primarily  to the  increased  scale and scope of
overall   corporate   activity   pertaining  to  the   acquisition   of  GeneMax
Pharmaceuticals  and the ongoing  research and  development  relating to the TAP
technology and the TAP Cancer Vaccine.

         Of the $2,284,834 incurred as operating expenses during the fiscal year
ended  December  31, 2002,  an  aggregate  of $382,969  was incurred  payable to
certain directors and/or private companies  controlled by those directors of the
Company  and other  related  parties  pursuant  to  consulting,  management  and
research and development agreements.

LIQUIDITY AND CAPITAL RESOURCES

         As December 31, 2003, the Company had $19,451 in cash.  Generally,  the
Company has  financed  operations  to date  through the  proceeds of the private
placement  of equity  securities.  The Company  received  $2,007,840  during the
fiscal year ended December 31, 2003 from financing activities.

         Net cash used in  operating  activities  during the  fiscal  year ended
December 31, 2003 was $2,591,428.  The Company had no revenues during the fiscal
2003.  Expenditures were primarily the result of payments to consultants and our
research and development activities.

         As of December 31, 2003,  we anticipate  that we will need  significant
financing  to enable  us to meet our  anticipated  expenditures  for the next 18
months, which is anticipated to be $6 million assuming a single Phase 1 clinical
trial.

         The Company's financial  statements have been prepared assuming that it
will continue as a going concern and,  accordingly,  do not include  adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
operation.  Our  ability to continue as a going  concern is  dependent  upon our
ability to obtain the necessary  financing to meet our  obligations  and pay our

                                       22

liabilities  arising from our business operations when they come due. We will be
unable to  continue  as a going  concern if we are  unable to obtain  sufficient
financing.

OFF-BALANCE SHEET ARRANGEMENTS

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

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated  with Exit or Disposal  Activities."  Such  standard  requires  costs
associated with exit or disposal  activities  (including  restructurings)  to be
recognized  when the costs are incurred,  rather than at a date of commitment to
an exit or disposal plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  Under SFAS No.
146, a liability related to an exit or disposal activity is not recognized until
such  liability has actually  been incurred  whereas under EITF Issue No. 94-3 a
liability  was  recognized  at the time of a  commitment  to an exit or disposal
plan.  The  provisions  of this  standard  are  effective  for exit or  disposal
activities  initiated  after December 31, 2002. The adoption of SFAS 146 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

         In April 2003, the Financial Accounting Standards Board issued SFAS No.
149,  "Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities",  which clarifies financial  accounting and reporting for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  and for  hedging  activities  under  SFAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging  Activities."  SFAS No. 149 is effective for
contracts  entered  into or  modified  after  June  30,  2003  and  for  hedging
relationships  designated  after June 30, 2003. The adoption of SFAS 149 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

         In May 2003, SFAS 150,  "Accounting for Certain  Financial  Instruments
with Characteristics of both Liabilities and Equity", was issued. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily  redeemable,  i.e. that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 did not affect the  Company's  financial
position or results of operations.

         In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  45,
"Guarantor's  Accounting for Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others,  an  interpretation  of FASB
Statements  No. 5, 57 and 107 and  rescission  of FASB  Interpretation  No.  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45
clarifies the requirements for a guarantor's  accounting for, and disclosure of,
certain  guarantees  issued and  outstanding.  It also  requires a guarantor  to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation  undertaken in issuing the guarantee.  This  interpretation  also
incorporates without reconsideration the guidance in FASB Interpretation No. 34,
which is being  superseded.  The adoption of FIN 45 did not affect the Company's
financial position or results of operations.

         In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46,
Consolidation of Variable  Interest  Entities,  an  interpretation of Accounting
Research Bulletins ("ARB") No. 51, Consolidated Financial Statements ("FIN 46").
Fin 46 applies  immediately to variable  interest entitles created after January
31, 2003,  and in the first  interim  period  beginning  after June 15, 2003 for
variable interest entities created prior to January 31, 2003. The interpretation
explains  how to  identify  variable  interest  entities  and how an  enterprise

                                       23

assesses  its  interest  in a  variable  interest  entity to decide  whether  to
consolidate that entity.  The  interpretation  requires existing  unconsolidated
variable interest entities to be consolidated by their primary  beneficiaries if
the entities do not effectively disperse risks among parties involved.  Variable
interest  entities  that  effectively  disperse  risks will not be  consolidated
unless a single  party  holds an  interest  or  combination  of  interests  that
effectively recombines risks that were previously dispersed. The adoption of FIN
46 did not affect the Company's financial position or results of operations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

         The  Company  utilizes  the  granting  of stock  options  as a means to
compensate  certain  employees,  officers,  directors,  and  consultants  of the
Company.  As the Company is  currently  in the  development  stage,  these stock
options form a significant portion of the overall  compensation  provided by the
Company.  As a result,  the  Company's  accounting  policy with respect to these
grants of stock options is critical to the Company's overall financial statement
presentation, financial position, and results of operations.

         The Company  accounts for stock based  compensation  in connection with
these stock option grants in accordance with Financial  Accounting Standards No.
123,and  148,  Accounting   Principles  Board  Opinion  No.  25,  and  Financial
Accounting Standards Board Interpretation No. 44. For further details,  refer to
the Summary of  Significant  Accounting  Policies in the notes to the  Company's
consolidated financial statements contained herein.

CONTRACTUAL OBLIGATIONS

         The  following  tables  set  forth  information  with  respect  to  the
Company's contractual  obligations and commercial commitments as of December 31,
2003.

                             Contractual Obligations

- -----------------------------------------------------------------------------------------------------------------------
                             PAYMENTS DUE BY PERIOD
- -----------------------------------------------------------------------------------------------------------------------
                                                       Aggregate         Aggregate
       Obligation                  Total              1 to 3 years      4 to 5 years          More than 5 years
- -------------------------- ----------------------- ------------------- --------------- --------------------------------

                           425,000 Euro; 5 years   275,000 Euro        150,000 Euro      Annual fee or conversion to
Crucell                                                                                          License fee
- -------------------------- ----------------------- ------------------- --------------- --------------------------------
                           $268,500                $268,500
Molecular Medicine
- -------------------------- ----------------------- ------------------- --------------- --------------------------------
                           $471,518 (CDN)          $471,518 (CDN)
University of British
Columbia - CRA
- -------------------------- ----------------------- ------------------- --------------- --------------------------------
                           $354,167 (CDN)          $354,167 (CDN)
Dr. Wilfred Jefferies(1)
- -------------------------- ----------------------- ------------------- --------------- --------------------------------
                           $237,500 (CDN)          $237,500 (CDN)
Ronald Handford(2)
- -------------------------- ----------------------- ------------------- --------------- --------------------------------

(1)  Indirect  payment  pursuant to the 442668  B.C.  Consulting  Agreement,  as
     defined below. Assumes a one-year contract renewal of the consulting
     agreement.
(2) Indirect pursuant to the Handford Services Agreement, as defined below.

ITEM 7. FINANCIAL STATEMENTS

         The  information  required  under  Item  310(a)  of  Regulation  S-B is
included as a separate section of this report beginning on page F-1.

                                       24

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OF ACCOUNTING AND
        FINANCIAL DISCLOSURE

         The Company's principal independent account from November 9, 2000 until
January 1, 2004 was  LaBonte & Co.  Effective  January  1,  2004,  LaBonte & Co.
merged with Dale Matheson  Carr-Hilton  Chartered  Accountants pursuant to which
the name of the  Company's  principal  independent  accountant  changed  to Dale
Matheson Carr-Hilton LaBonte.

ITEM 8A.  CONTROLS AND PROCEDURES

         An  evaluation  was  conducted  under  the  supervision  and  with  the
participation of the Company's  management,  including  Ronald L. Handford,  the
Company's  Chief  Executive  Officer  and  Grant  Atkins,  the  Company's  Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and procedures as of December 31, 2003. Based on
that  evaluation,  Mr.  Handford and Mr.  Atkins  concluded  that the  Company's
disclosure controls and procedures were effective as of such date to ensure that
information  required to be  disclosed  in the reports  that it files or submits
under the Exchange Act, is recorded,  processed,  summarized and reported within
the time periods  specified in  Commission  rules and forms.  Such officers also
confirm  that  there  was no  change  in the  Company's  internal  control  over
financial  reporting during the year ended December 31, 2003 that has materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

- ----------------------------------------- ---------------- --------------------------------------------------------------
                  NAME                       AGE                          POSITION WITH THE COMPANY
- ----------------------------------------- ---------------- --------------------------------------------------------------

Ronald L. Handford                             51          Director and President, Chief Executive Officer
- ----------------------------------------- ---------------- --------------------------------------------------------------
Dr. Wilfred Jefferies                          46          Chairman of the board of directors and Chief Scientific
                                                           Officer
- ----------------------------------------- ---------------- --------------------------------------------------------------
Grant Atkins                                   43          Chief Financial Officer,
                                                           Secretary, Treasurer and Director(1)
- ----------------------------------------- ---------------- --------------------------------------------------------------
Dr. Karl E. Hellstrom                          69          Director
- ----------------------------------------- ---------------- --------------------------------------------------------------
Dr. Terry W. Pearson                           58          Director
- ----------------------------------------- ---------------- --------------------------------------------------------------
Norman J.R. MacKinnon                          68          Director
- ----------------------------------------- ---------------- --------------------------------------------------------------

(1) Grant Atkins agreed to resign as Chief  Financial  Officer,  Secretary,  and
Treasurer of the Company  effective no later than April 15, 2004. A continuation
of certain  services  to the Company  through a  consulting  services  agreement
between Mr. Atkins and the Company is currently under review by Management.  Mr.
Atkins remains a director of the Company. Mr. Atkins will continue to serve as a
Director.  Ronald  Handford  will assume the roles of Chief  Financial  Officer,
Secretary, and Treasurer pending the appointment of a replacement.

                                       25

BIOGRAPHIES OF DIRECTORS AND OFFICERS

         RONALD L. HANDFORD,  B.A.Sc M.B.A. is the President and Chief Executive
Officer and a director  of the  Company and has served as a director  since July
2002. Mr.  Handford has over 30 years of  international  experience in business,
finance and leading public and private companies. Mr. Handford is an engineering
graduate from the University of British Columbia with an MBA from the University
of  Western  Ontario.   From  1993-1996,   he  was  investment  officer  at  the
International Finance Corporation,  the private sector arm of the World Bank, in
Washington  D.C.  Before  that he was a vice  president  with  Barclays  Bank in
Toronto,  responsible for their structured  finance  activities in Canada. He is
experienced in capital raising, as well as in building and administering  public
and private companies.

         DR. WILFRED  JEFFERIES,  D.Phil.  is the Chief  Scientific  Officer,  a
director  and the  Chairman  of the board of  directors  of the  Company and has
served as a director  since July 2002.  Dr.  Jefferies is a Professor of Medical
Genetics,  Microbiology and Immunology,  and a member of the Biomedical Research
Centre and the  Biotechnology  Laboratory at the University of British Columbia.
Dr.  Jefferies   received  his  D.Phil.   from  Oxford   University  and  was  a
post-doctoral  research  fellow at the  Karolinska  Institute  in Sweden and the
Swiss Cancer  Institute in Lausanne.  His current  research focus at UBC is iron
transport/metabolism and antigen processing.  Dr. Jefferies oversees and directs
the scientific development of the Company.

         GRANT R. ATKINS is the Chief Financial  Officer,  Secretary,  Treasurer
and a director of the Company and has served as a director  since March 2001. He
was  formerly  President  and  Secretary  of the Company  through the  Company's
restructuring  phases and served as the Chief Financial  Officer,  Secretary and
Treasurer  from March 1, 2003 to April 15,  2004.  For the past ten  years,  Mr.
Atkins  has  provided  services  as  a  financial,  administrative  and  project
co-ordination  consultant to clients in government and private industry.  He has
extensive multi-industry experience in the fields of finance, administration and
business development.  Mr. Atkins has a commerce degree from UBC specializing in
finance.  He has many  years  experience  as both a  director  and an officer of
public  companies.  He is also currently the President,  Chief Executive Officer
and a director of Lexington  Resources,  Inc., a public  company  engaged in the
business of oil and gas exploration.

         DR. KARL E. HELLSTROM has served as a director since December 2002. Dr.
Karl Hellstrom received his M.D. and Ph.D. degrees from the Karolinska Institute
in  Stockholm,  Sweden,  initially  working in the area of tumor biology with an
emphasis on  immunogenetics.  Subsequently,  Dr. Hellstrom became a professor in
pathology and an adjunct professor in  microbiology/immunology at the University
of Washington  Medical  School.  During 1975, Dr.  Hellstrom  moved to the newly
established Fred Hutchinson Cancer Research Center in Seattle,  Washington, as a
director of its Tumour Immunology  Program. In 1983, he joined the biotechnology
company Oncogen which, in 1990, was integrated into the Pharmaceutical  Research
Institute of Bristol-Myers  Squibb Company.  Dr. Hellstrom became vice president
of Oncology Discovery and, since 1995, of  Immunotherapeutics.  During 1997, Dr.
Hellstrom  moved  from  Bristol-Myers   Squibb  to  Pacific  Northwest  Research
Institute,  where he is  currently  leading  a group in Tumour  Immunology  as a
principal investigator.

         DR.  TERRY W.  PEARSON has served as a director  of the  Company  since
January 2004. Dr. Pearson is professor of Biochemistry  and  Microbiology at the
University of Victoria.  He received his BSc and Ph.D.  degrees in  microbiology
and  immunology  from the  University of British  Columbia at  Vancouver.  After
postdoctoral  work at the Medical  Research  Council  Laboratory  for  Molecular
Biology in Cambridge, England, Dr. Pearson worked as staff scientist in its cell
biology  section.  He  also  served  as  staff  scientist  at the  International
Laboratory  for  Research  on Animal  Diseases in  Nairobi,  Kenya.  His current
research  focuses on the  biochemical  and  immunological  analysis  of tropical
protozoan parasites,  primarily the trypanosome,  the causative agent of African
sleeping  sickness.  A guest speaker at numerous  institutions and international
meetings,  Dr.  Pearson  served as a Trustee of the Terry Fox  Medical  Research
Foundation  and as a Director of the Science  Council of British  Columbia.  Dr.
Pearson was the  recipient  of the  Inaugural  Award for  Excellence  in Science
Teaching at the University of Victoria.  He has spent more than six years living
and  travelling  in Africa,  and  continues to do  collaborative  research  with
laboratories in Europe,  the USA and Africa aimed at stopping sleeping sickness,
a disease that has altered the history of the African  continent.  At Cambridge,
Dr.  Pearson was involved  with the early stages in the  discovery of monoclonal
antibodies  and takes a  particular  interest  in  alternate  methods  for their
derivation, production and use in immunodiagnostics and in vaccine development.

                                       26

         NORMAN J.R.  MACKINNON  has served as a director  of the Company  since
January 2004. Mr. MacKinnon  articled with Peat,  Marwick,  Mitchell (now KPMG),
and  qualified  as a  Chartered  Accountant  in 1961.  From  1962 to  1964,  Mr.
MacKinnon was Audit Manager with Griffiths & Griffiths.  In 1965, Mr.  MacKinnon
started  his own  accounting  practice.  From 1968 to 1972,  Mr.  MacKinnon  was
president  & chief  executive  officer of  Imaginaction  International  Ltd.,  a
venture capital company, involved with start-ups and acquisitions.  From 1972 to
1984, Mr. MacKinnon was Senior Partner, specializing in taxation, for the public
practice firm of MacKinnon,  Sapera, Lewis & McDonald. From 1972 to the present,
Mr. MacKinnon has served on the Board of numerous public companies, assisting in
the finance  function.  He has also been involved in the  development of several
private  companies.  Mr.  MacKinnon  has  acted  in many  public  service  roles
throughout  his  career,  including  serving on various  committees  of the B.C.
Institute  of  Chartered  Accountants,  serving  on the  board  of  the  Borstal
Association of British Columbia, of which he was made a life member,  serving on
the board of the Greater  Vancouver  Crime Stoppers for 7 years and was director
for a term on the United Community Services Board.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

         The  Board of  Directors  has  established  an audit  committee  and is
currently  establishing a nominating and governance committee and a compensation
committee.  The members of the audit committee are Dr. Karl Hellstrom, Dr. Terry
Pearson and Mr. Norman MacKinnon.  The audit committee's financial expert is Mr.
Norman MacKinnon. Each member of the audit committee is "independent" within the
meaning of Rule 10A-3 under the Exchange Act.

         The audit  committee was organized in March 2004,  and operates under a
written  charter  adopted by the Board of Directors in March 2004. A copy of the
audit committee charter is attached to this Annual Report as exhibit 99.1.

REPORT OF THE AUDIT COMMITTEE

          The audit  committee has reviewed and discussed  with  management  the
Company's audited financial statements as of and for the year ended December 31,
2003.

         The audit  committee has also discussed with Dale Matheson  Carr-Hilton
Labonte the matters required to be discussed by Statement on Auditing  Standards
No. 61,  Communication  with  audit  committees,  as  amended,  by the  Auditing
Standards Board of the American Institute of Certified Public Accountants.

         The audit  committee has received and reviewed the written  disclosures
and the letter from Dale Matheson  Carr-Hilton  Labonte required by Independence
Standards Board Standard No. 1, Independence  Discussions with audit committees,
as amended,  and has  discussed  with Dale  Matheson  Carr-Hilton  Labonte their
independence.

         Based on the  reviews  and  discussions  referred  to above,  the audit
committee has  recommended to the Board of Directors that the audited  financial
statements  referred to above be included in the Company's Annual Report on Form
10-KSB for the year ended  December  31,  2003  filed  with the  Securities  and
Exchange Commission.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's  directors and
officers,  and the  persons  who  beneficially  own more than ten percent of the
common  stock of the  Company,  to file  reports  of  ownership  and  changes in
ownership  with the  Securities  and  Exchange  Commission.  Copies of all filed
reports are  required  to be  furnished  to the  Company  pursuant to Rule 16a-3
promulgated under the Exchange Act. To the Company's knowledge,  based solely on
review of copies of such reports furnished to us and verbal representations that
no other reports were required to be filed during the fiscal year ended December
31, 2003,  all Section 16(a) filing  requirements  applicable to its  directors,
executive  officers  and 10% owners were met,  except  that Ronald L.  Handford,
Wilfred Jefferies and Grant Atkins, each an officer and director of the Company,
each failed to timely file a Form 4 in December disclosing one transaction.  Mr.
Handford filed a Form 4 on February 03, 2004  disclosing this  transaction,  Mr.
Jefferies filed a Form 4 on February 10, 2004  disclosing  this  transaction and
Mr.  Atkins filed a Form 4 on February  04, 2004  disclosing  this  transaction.
James  Davidson,  a former  officer and director  failed to timely file a form 4
disclosing  one  transaction  and as of the date of this  annual  report has not
filed a form 4.

                                       27

CODE OF ETHICS

         At this time,  the Company has not adopted a formal Code of Ethics that
applies to the Chief Executive Officer and Chief Financial Officer.  The Company
expects to adopt a formal Code of Ethics  during the fiscal year ended  December
31, 2004.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF OFFICERS AND DIRECTORS

         SUMMARY  COMPENSATION  TABLE. The following table sets forth the annual
and long-term  compensation for services to the Company paid in the fiscal years
ended December 31, 2003 and 2002 of Ronald  Handford and Dr. Wilfred  Jefferies,
the Company's most highly compensated executive officers.

- --------------------------- ------------ ---------- -------------- --------------- ----------
Name and Position           Year         Salary     Bonus          Other           Options
- --------------------------- ------------ ---------- -------------- --------------- ----------

Ronald Handford,            2003         $0         $0             $97,845(1)      200,000
President, CEO and
Director
- --------------------------- ------------ ---------- -------------- --------------- ----------
                            2002         $0         $0             $69,374(1)      350,000
- --------------------------- ------------ ---------- -------------- --------------- ----------
Dr. Wilfred Jefferies,      2003         $0         $0(3)          $83,753(2)      1,500,000
Chief Scientific Officer
and Chairman
- --------------------------- ------------ ---------- -------------- --------------- ----------
                            2002         $0         $0             $67,670(2)      500,000
- --------------------------- ------------ ---------- -------------- --------------- ----------

(1) Received by the Handford Management Inc. pursuant to contractual  provisions
    of Handford Services Agreement.  Mr. Handford is the sole officer,  director
    and 50% shareholder of Handford Management, Inc.
(2) Paid to 442668 B.C. Ltd. pursuant to the 442668 B.C. Consulting  Agreement.
    Dr. Jefferies is the sole officer, director and a 50% shareholder of 442668
    B.C. Ltd.
(3) Does not include the $38,600  bonus to Dr.  Jefferies  approved by the
    board of directors  effective  December 31, 2003.  As of the date of this
    Annual Report, the bonus remains due and payable.

         As of the date of this Annual Report, none of the directors or officers
of the  Company  are  compensated  for their  roles as  directors  or  executive
officers.  However,  as of the date of this  Annual  Report,  Messrs.  Handford,
Atkins and Dr.  Jefferies derive  remuneration  from the Company as compensation
for consulting  services  rendered.  See "Consulting  Agreements."  Officers and
directors  of the Company are also  reimbursed  for any  out-of-pocket  expenses
incurred by them on behalf of the Company. Any compensation is subject to change
concurrent  with Company  requirements.  The Company  presently  has no pension,
health, annuity, insurance, profit sharing or similar benefit plans.

MANAGEMENT CONSULTING AGREEMENTS

442668 B.C. CONSULTING AGREEMENT

         On February 1, 2000,  GeneMax  Pharmaceuticals  and 442668 B.C.  Ltd, a
British Columbia  corporation  entered into a consulting  agreement ("the 442668
B.C Consulting  Agreement").  Dr. Jefferies is the sole officer,  director and a
50%  shareholder  of 442668 B.C.  Ltd.  Pursuant  to the 442668 B.C.  Consulting
Agreement,  Dr.  Jefferies  will  provide  technical,  research  and  technology
development  services to the Company until March 6, 2005. Dr. Jefferies shall be
paid a monthly fee of approximately $10,000 (CDN) for an aggregate annual salary
of  $120,000  (CDN) and  reimbursed  for  expenses  incurred  for the benefit of
GeneMax  Pharmaceuticals.  Effective  December 31, 2003,  the Board of Directors
approved an  amendment to the 442668 B.C.  Consulting  Agreement  (the  "Amended
442668 B.C. Consulting Agreement").  Pursuant to the terms of the Amended 442668
B.C.  Consulting  Agreement,  Dr. Jefferies monthly fee was increased to $14,166
(CDN) for an aggregate  annual salary of $170,000 (CDN).  Dr. Jefferies was also
granted  an  anti-dilution  mechanism  pursuant  to which Dr.  Jefferies'  fully
diluted equity ownership interest would be modified to twenty-five percent (25%)
of the total issued and outstanding  shares of common stock.  The  anti-dilution
mechanism  expires on  December  31, 2007 and is subject to the  achievement  of
performance  milestones  to be  mutually  agreed upon us and Dr.  Jefferies  and
regulatory approvals of applicable jurisdictions.

                                       28

          Effective  December  31,  2003,  the Board of Directors of the Company
approved and authorized the payment to Dr. Jefferies of a bonus in the aggregate
amount of $50,000  (CDN).  The bonus  shall  accrue and at the  election  of Dr.
Jefferies  be either  payable  from  receipt of certain  subsequent  proceeds or
assigned to the Company for the exercise price of certain stock  options.  As of
the date of this  Annual  Report,  the  bonus  remains  due and  payable  to Dr.
Jefferies.

HANDFORD SERVICES AGREEMENT

         On  August  1,  1999 and as  amended  on  December  31,  2003,  GeneMax
Pharmaceuticals and Ronald Handford, the President,  Chief Executive Officer and
a director of the Company,  entered into a Management  Services  Agreement  (the
"Handford Services Agreement"). Pursuant to the Handford Services Agreement, Mr.
Handford will provide  development and management  services to the Company until
March 6, 2005.  Effective December 31, 2003, the Handford Services Agreement was
amended to provide that Mr.  Handford's  monthly  salary be $12,500 (CDN) for an
aggregate annual salary of $150,000 (CDN).

         During the  fiscal  year ended  December  31,  2003,  an  aggregate  of
$107,366 in fees was incurred by the Company  pursuant to the Handford  Services
Agreement. During the fiscal year ended December 31, 2003, Mr. Handford was paid
$97,845 and $16,332  remains due and owing to Mr.  Handford  under the  Handford
Services Agreement.

ATKINS CONSULTING AGREEMENT

         Mr. Atkins, a director of the Company commenced  providing  services as
the Chief Financial Officer, Secretary and Treasurer on March 1, 2003. Effective
January  1, 2004  following  the end of the ICI  contract,  a verbal  consulting
services  agreement  between Mr.  Atkins and the  Company  was entered  into but
details of which were not  finalized.  Mr.  Atkins has agreed to resign as Chief
Financial  Officer,  Secretary  and  Treasurer  of GeneMax and its  subsidiaries
effective no later than April 15, 2004. A  continuation  of certain  services to
the Company through a consulting  services  agreement between Mr. Atkins and the
Company is currently  under review by Management.  Mr. Atkins remains a director
of the Company.  During the fiscal year ended  December  31, 2003,  no fees were
incurred to Atkins for services  rendered by Mr. Atkins directly to the Company.
However Mr.  Atkins did receive  $25,875 from ICI as  compensation  for services
rendered  to the  Company.  In  addition,  $2,593  is owing to Mr.  Atkins as at
December 31, 2003 for expenses incurred on behalf of the Company.

CONSULTING SERVICES AGREEMENT.

         During the  fiscal  year ended  December  31,  2003,  an  aggregate  of
$120,000 in fees was incurred to ICI for services  rendered to the Company under
the Consulting Services Agreement.  In addition, ICI incurred expenses on behalf
of the Company during the period totaling $637,741. During the fiscal year ended
December 31, 2003, the Company paid ICI $428,621 and settled a further  $260,000
in exchange for debt for the exercise of stock options to consultants of ICI and
assigned a further  $71,274 to certain  consultants  of IMT for the  exercise of
stock options.

         Effective  December 31, 2003, the Company  accepted the  resignation of
ICI to develop internal  infrastructure for support and operation of the Company
for those services previously provided by ICI and others. The board of directors
made the decision to subsequently  contract directly for the services previously
performed by ICI.

STOCK OPTION PLAN

         On July 15,  2002,  the Board of  Directors  unanimously  approved  and
adopted  a  stock  option  plan  (the  "Stock  Option  Plan"),   which  provides
authorization  to the Board of  Directors to grant stock  options to  directors,
officers,  employees and  consultants of the Company and its  subsidiaries.  The
purpose of the Stock Option Plan is to advance the  interests of the Company and
its  shareholders  by affording key personnel of the Company an opportunity  for
investment  in the  Company  and the  incentive  advantages  inherent  in  stock
ownership in the Company.

                                       29

         The Stock Option Plan was subsequently  amended effective September 30,
2002,  April 16, 2003,  September 2 2003 and December 16, 2003. The Stock Option
Plan, as amended,  provides  authorization to the board of directors to grant up
to an aggregate of 10,000,000 stock options.

         The Stock Option Plan is administered by the board of directors,  which
determines  the persons to be granted stock options under the Stock Option Plan,
the number of shares subject to each option and the terms and conditions of each
option granted.

         The Stock  Option Plan  provides  for the  granting to employees of the
Company  "Incentive  Stock  Options"  within the  meaning of Section  422 of the
Internal  Revenue Code of 1986.  The exercise  price per share of the  Company's
common Stock  deliverable upon the exercise of an Incentive Stock Option will be
no less than the fair  market  value of a share of  common  stock on the date of
grant.  The exercise price of stock options granted pursuant to the Stock Option
Plan are to be paid in cash or certified funds upon exercise of the option.

         On July 18, 2002, the Company,  pursuant to the terms and provisions of
the Share Exchange  Agreement,  filed a registration  statement on Form S-8. The
S-8  registered  stock  options  under the Stock  Option  Plan in the  amount of
1,000,000 shares at an exercise price of $0.50 per share.

          On August 12,  2003,  the  Company  filed a  registration  on Form S-8
registering  500,000 stock options  under the Stock Option Plan  exercisable  at
$1.00 per share.

         On January 29, 2004, the Company filed a registration statement on Form
S-8 registering  1,825,000 stock options under the Stock Option Plan exercisable
at $0.50 per share and 425,000 stock options  exercisable at $1.00 per share for
an aggregate amount of 2,250,000 shares.

         As of March 29,  2004,  7,595,000  stock  options  had been  granted to
directors,  officers,  and  consultants  of the  Company  and  its  subsidiaries
pursuant to the Stock Option Plan.  As of March 29, 2004,  there were  4,397,100
stock options  outstanding and 2,777,990 options exercised pursuant to the Stock
Option Plan.

         During the fiscal year ended  December  31, 2003 and in February  2004,
the Company  entered into agreements with certain holders of debt of the Company
whereby the Company agreed to accept the debt as  consideration  for the payment
of the  exercise  price  of stock  options  held by the  debt  holders,  who had
provided  consulting  services  to the  Company  through  contracts  with  third
parties.

         In  connection  with these  agreements,  the Company  issued  1,500,000
shares of the Company's  common stock to the holders of the debt in exchange for
the release or cancellation of $915,001 in debt.

OPTION RE-PRICE

         During the fiscal year ended December 31, 2003,  the Company  re-priced
100,000  stock  options  originally  priced  at  $8.50,   20,000  stock  options
originally priced at $5.50 and 15,000 stock options originally price at $7.50 to
a new exercise  price of $1.75 per share to members of the Company's  Scientific
Advisory  Board.  The Company  subsequently  re-priced  these stock options from
$1.75 per share to a new  exercise  price of $1.15 per share on October 21, 2003
and subsequently to $1.00 on December 31, 2003. Moreover, during the fiscal year
ended December 31, 2003, the Company  re-priced 25,000 stock options  originally
at $1.90 to a new  exercise  price of $1.15 per share on  October  21,  2003 and
subsequently to $1.00 on December 31, 2003.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth information  concerning  options granted
during the fiscal year ended December 31, 2003 to Ronald  Handford,  Dr. Wilfred
Jefferies and Grant Atkins (the "Named Executive Officers").

                                       30

- --------------------- ------------------- ----------------- ------------------- ------------------
                      Number of                                                 % of Total
                      Securities                Exercise         Expiration     Options Granted
      Name            Underlying                  Price             Date        to Employees or
                      Options Granted                                           Consultants in
                                                                                Fiscal Year
- --------------------- ------------------- ----------------- ------------------- ------------------

Ronald Handford            350,000             $1.00             9/29/05

                                                                                      7.24%
- --------------------- ------------------- ----------------- ------------------- ------------------
                           200,000             $0.50             12/16/11
- --------------------- ------------------- ----------------- ------------------- ------------------
Dr. Wilfred                500,000             $1.00             9/29/05
Jefferies                                                                            26.33%
- --------------------- ------------------- ----------------- ------------------- ------------------
                          1,500,000            $0.50             12/16/11
- --------------------- ------------------- ----------------- ------------------- ------------------
Grant R. Atkins            250,000             $0.50             12/16/11             3.29%
- --------------------- ------------------- ----------------- ------------------- ------------------

AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES

         There were no share exercises during the fiscal year ended December 31,
2003 by the Named Executive Officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  the  name  and  address,   and  the
approximate  number of shares of common stock of the Company  owned of record or
beneficially by each person who, as of March 29, 2004,  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
Annual Report.

         As of March 29,  2004,  there were  20,103,875  shares of common  stock
issued and outstanding.

                                       31

- ----------------------------------------- --------------------------------------- ---------------------------
  NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT OF SHARES BENEFICIALLY OWNED
                                                                                             PERCENT OF CLASS
- ----------------------------------------- --------------------------------------- ---------------------------

Ronald Handford
3432 West 13th Avenue
Vancouver, British Columbia                            1,466,000(1)                               7.11%
Canada V5Y 1W1
- ----------------------------------------- --------------------------------------- ---------------------------
Dr. Wilfred Jefferies 442668 B.C. Ltd.
12596 23rd Avenue                                      4,770,465(2)                               22.83%
Surrey, British Columbia
Canada V4A 2C2
- ----------------------------------------- --------------------------------------- ---------------------------
James D. Davidson
321 S. St. Asaph Street                                1,446,166(3)                               7.16%
Alexandria, Virginia 22314
- ----------------------------------------- --------------------------------------- ---------------------------
Dr. Karl Hellstrom
720 Broadway                                             281,250(4)                                1.38%
Seattle, Washington 98122
- ----------------------------------------- --------------------------------------- ---------------------------
Grant R. Atkins
435 Martin Street
Suite 2000                                              250,000(5)                                1.23%
Blaine, Washington 98230
- ----------------------------------------- --------------------------------------- ---------------------------
Norman J.R. MacKinnon
628 - 470 Granville Street
Vancouver, British Columbia                             25,000(6)                                 0.12%
Canada V6C 1V5
- ----------------------------------------- --------------------------------------- ---------------------------
Dr. Terry Pearson
265 Coldecotte Road
Victoria, British Columbia                              100,000(7)                                0.49%
Canada V9E 2E3
- ----------------------------------------- --------------------------------------- ---------------------------
Newport Capital Corp.
Rennweg 28                                             1,687,942(8)                               8.10%
Zurich Switzerland CH 8001
- ----------------------------------------- --------------------------------------- ---------------------------
All Current Officers and Directors as a
Group (6 persons)                                       6,892,715                                 29.56%
- --------------------------------------------------------------------------------- ---------------------------

(1) Includes (a) 808,000  shares of common stock held directly by Mr.  Handford;
(b) 100,000 shares of common stock held directly by Handford  Management Inc. in
which Mr.  Handford has sole voting and  disposition  power;  (c) 8,000 warrants
exercisable  into  8,000  shares  of common  stock at $0.75  per share  expiring
December 1, 2005; (d) stock options to acquire 350,000 shares of common stock at
$1.00 per share; and (e) stock options to acquire 200,000 shares of common stock
at $0.50 per share.

(2) Includes: (a) 2,770,465 shares of common stock held by 442668 B.C. Ltd. over
which Dr. Jefferies has sole voting and disposition  power; (b) stock options to
acquire 500,000 shares of common stock at $1.00 per share; and (c) stock options
to acquire 1,500,000 shares of common stock at $0.50 per share.

(3) Includes (a) 792,883 shares of common stock held of record by Mr.  Davidson;
(b) 500,000  shares of common stock held  directly by Mr.  Davidson's  two minor
children,  over which Mr.  Davidson has sole voting and disposition  power;  (c)
warrants exercisable into 13,333 shares of common stock at the rate of $0.75 per
share  expiring on May 1, 2006; (d) warrants  exercisable  by Mr.  Davidson into
15,000 shares of common stock at the rate of $1.00 per share  expiring  December
1, 2005; and (e) stock options to acquire 72,100 shares of common stock at $1.00
per share.  As of the date of this Annual  Report,  Mr.  Davidson has  exercised
52,900 stock options at $1.00 per share into 52,900 shares of common stock.

(4)  Includes:  (a) stock  options to acquire  81,250  shares of common stock at
$1.00 per share and (b) stock options to acquire  200,000 shares of common stock
at $1.00 per share.  Mr.  Hellstrom  has been granted  stock  options to acquire
18,750 shares of common stock at $1.00 and that have not yet vested.

                                       32

(5) Represents  stock options to acquire 250,000 shares of common stock at $0.50
per share.

(6) Represents stock options to acquire 25,000 shares of common stock at $1.00
per share.

(7) Represents  stock options to acquire  100,000 shares of common stock at
$1.00 per share.

(8) Includes  963,656  shares held directly by Newport  Capital Corp. and stock
options to acquire 714,286 shares at $0.70 that expire on February 6, 2006.

         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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

- ---------------------------------------------------------------------------------------------------------
                                  EQUITY COMPENSATION PLAN INFORMATION
- ---------------------------------------------------------------------------------------------------------

                            Number of securities    Weighted-average     Number of securities remaining
      Plan Category                  to             exercise price of    available for future issuance
                               be issued upon          outstanding      under equity compensation plans
                                  exercise          options, warrants   (excluding securities reflected
                               of outstanding          and rights              in the 1st column)
                                  options,
                            warrants and rights
- -------------------------- ----------------------- -------------------- ---------------------------------

Equity Compensation
Plans approved by                 0                   $0.00                      0
security holders
- -------------------------- ----------------------- -------------------- ---------------------------------
Equity Compensation
Plans not approved by            4,397,100           $0.74                   2,825,000
security holders
- -------------------------- ----------------------- -------------------- ---------------------------------
Total                            4,397,100           $0.74                   2,825,000
- -------------------------- ----------------------- -------------------- ---------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the fiscal years ended  December 31, 2003 and 2002,  the Company
paid Ron Handford  $97,845 and $69,374,  respectively,  pursuant to the Handford
Services  Agreement.  During the fiscal years ended  December 31, 2003 and 2002,
the Company  paid 442668 B.C.  Ltd.  $130,503  and  $67,670,  respectively.  Dr.
Jefferies is the sole  officer,  director and a 50%  shareholder  of 442668 B.C.
Ltd.  Pursuant to the Consulting  Services  Agreement,  the Company paid ICI for
certain consulting  services during the fiscal years ended December 31, 2003 and
2002.  Grant Atkins was paid  $25,875 and $17,325  during the fiscal years ended
December 31, 2003 and 2002 by ICI for management  services  provided pursuant to
this agreement. See "Management Consulting Agreements."

         During the fiscal year ended December 31, 2003, James Davidson a former
Chief  financial  Officer and a member of the board of  directors of the Company
paid Mr. Davidson  $20,000.  During the fiscal year ended December 31, 2002, the
Company paid Mr. Davidson  $32,500 and settled the remaining  balance of $13,000
through the issuance of 13,000  shares of  restricted  common stock at $1.00 per
share. However,  certain extensions to certain remuneration covenants pertaining
to the Davidson  Agreement  were honored  after yearend  whereunder,  $50,000 in
amounts due to  Davidson  for fees in  absentia  plus $2,900 in Company  related
travel  costs were  settled and  exchanged  with the Company for the exercise of
52,900 share  options at $1.00 per  restricted  common  share.  As agreed by the
Company and Mr. Davidson, no further amounts are due under the original Davidson
Agreement.

         During the fiscal year ended  December 31, 2003,  the Company paid AL&A
$10,000  and  $12,500  remained  due and  owing  pursuant  to the AL&A  Services
Agreement. During the fiscal year ended December 31, 2002, the Company paid AL&A
$20,000 and settled an amount of $27,500  through the issuance to AL&A of 27,500
shares of restricted common stock at $1.00 per share.

                                       33

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the Nevada Revised Statutes contains  provisions for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification,  which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties, if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

         The  officers  and  directors  of the  Company are  accountable  to the
shareholders  of the  Company as  fiduciaries,  which  means such  officers  and
directors  are  required to exercise  good faith and  integrity  in handling the
Company's affairs.

         A  shareholder  may be able to  institute  legal  action  on  behalf of
himself and all other similarly  situated  shareholders to recover damages where
the Company has failed or refused to observe the law.  Shareholders may, subject
to  applicable  rules of civil  procedure,  be able to bring a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection  with the purchase or sale of their interest in the Company due to
a breach of a  fiduciary  duty by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities,  other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense or any action, suit or proceeding is asserted by such director,  officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

         The Company has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) The following exhibits are filed as part of this Annual Report:

     3.1  Amended and Restated Bylaws of GeneMax Corp. dated December 16, 2003.

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

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

     32.1 Certification of Chief Executive  Officer and Chief Financial Officer
          Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-
          Oxley Act.

                                       34

     99.1 Charter of Audit Committee of GeneMax Corp.

         (b) Reports on Form 8-K.

                    None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         AUDIT FEES

          During the fiscal year ended December 31, 2003,  the Company  incurred
approximately   $35,000  in  fees  to  Dale  Matheson  Carr-Hilton  LaBonte  for
professional  services  rendered in  connection  with the audit of the Company's
financial  statements for fiscal year ended December 31, 2003, for the review of
the Company's  financial  statements for the quarters ended March 31, 2003, June
30, 2003 and September 30, 2003 and for other audit related services.

         During the fiscal year ended  December 31, 2002,  the Company  incurred
approximately  $30,000  in  fees to its  principal  independent  accountant  for
professional  services  rendered in  connection  with the audit of the Company's
financial  statements for fiscal year ended December 31, 2002, for the review of
the Company's  financial  statements for the quarters ended March 31, 2002, June
30, 2002 and September 30, 2002 and for other audit related services.

         ALL OTHER FEES

         During the fiscal year ended  December  31,  2003,  the Company did not
incur  any  other  fees for  professional  services  rendered  by Dale  Matheson
Carr-Hilton  LaBonte for all other non-audit services which may include,  but is
not limited to, tax-relates services, actuarial services or valuation services.

                                       35

SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      GENEMAX CORP.
                                      (Registrant)

Date:  April 14, 2004                 By: /s/ RONALD L. HANDFORD
                                         _______________________________________
                                          Ronald L. Handford
                                          President, Chief Executive Officer and
                                          Director

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

Date: April 14, 2004                  /s/ DR. WILFRED JEFFERIES
                                      __________________________________________
                                      Dr. Wilfred Jefferies
                                      Chairman of the Board and Chief Scientific
                                      Officer

Date: April 14, 2004                  /s/ GRANT R. ATKINS
                                      __________________________________________
                                      Grant R. Atkins
                                      Chief Financial Officer/Treasurer

Date: April 14, 2004                  /s/ DR. KARL E. HELLSTROM
                                      __________________________________________
                                      Dr. Karl E. Hellstrom, Director

Date: April 14, 2004                  /s/ DR. TERRY W. PEARSON
                                      __________________________________________
                                      Dr. Terry W. Pearson, Director

Date: April 14, 2004                  /s/ NORMAN J.R. MACKINNON
                                      __________________________________________
                                      Norman J.R. MacKinnon, Director

                                       36

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002

INDEPENDENT AUDITORS' REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DALE MATHESON              PARTNERSHIP OF:               Robert J. Burkart, Inc.
CARR-HILTON LABONTE        James F. Carr-Hilton, Ltd.    Alvin F. Dale, Ltd.
_____________________      Peter J. Donaldson, Inc.      R. J. LaBonte, Ltd.
CHARTERED ACCOUNTANTS      Robert J. Matheson, Inc.      Fraser G. Ross, Ltd.
________________________________________________________________________________

                          INDEPENDENT AUDITORS' REPORT
________________________________________________________________________________

To the Stockholders and Board of Directors of GeneMax Corp.

We have audited the consolidated  balance sheets of GeneMax Corp. as at December
31, 2003 and 2002 and the consolidated  statements of operations,  stockholders'
equity and cash flows for the years then ended and for the period  from July 27,
1999 (inception) to December 31, 2003. These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audits in  accordance  with United  States  generally  accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe that our audits  provides a  reasonable  basis for our
opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at December 31, 2003 and 2002
and the  results  of its  operations  and its  cash  flows  and the  changes  in
stockholders'  equity for the years then ended and for the period  from July 27,
1999 (inception) to December 31, 2003 in accordance with United States generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has a working capital deficiency,  a capital
deficiency,  has incurred  significant losses since inception and further losses
are anticipated in the  development of its products  raising  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are  also  described  in Note 1.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                                           CHARTERED ACCOUNTANTS

Vancouver, B.C.
January 21, 2004, except Note 10 which is as of March 1, 2004

A MEMBER OF MMGI INTERNATIONAL,  A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTS AND
BUSINESS ADVISORS

Vancouver Offices: Suite 1700 - 1140 West Pender Street, Vancouver, B.C., Canada
                   YG# 4G1, Tel: 604 687 4747 * Fax: 604 687 4216

                   Suite 610 - 938 Howe Street, Vancouver, B.C., Canada V6Z 1N9,
                   Tel: 604 682-2778 * Fax: 604-689-2778

Surrey Office:     Suite 303-7337 - 137th Stret, Surrey, B.C., Canada V3W 1A4,
                   Tel: 604 572 4586 * Fax: 604 572 4587

                                      F-2

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                                                              December 31,       December 31,
                                                                  2003               2002
____________________________________________________________________________________________
                                                                               (Restated Note 9)
                                                                           
                                     ASSETS

CURRENT ASSETS
   Cash                                                       $    19,451        $   642,589
   Prepaid expenses                                                 1,033              6,000
____________________________________________________________________________________________

                                                                   20,484            648,589
FURNITURE AND EQUIPMENT, (Note 5)
   net of depreciation of $121,506 (2002 - $79,138)                72,722            112,839
____________________________________________________________________________________________

                                                              $    93,206        $   761,428
============================================================================================

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES

   Accounts payable and accrued liabilities                   $   661,755        $   264,613
   Due to related parties (Note 6)                                 75,196             30,986
____________________________________________________________________________________________

                                                                  736,951            295,599
____________________________________________________________________________________________

COMMITMENTS AND CONTINGENCIES (Notes 1, 4, 6, 7 and 10)

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Capital stock  (Note 7)
      Common stock, $0.01 par value, 50,000,000
        shares authorized 18,808,034 shares issued and
        outstanding (2002 - 15,847,519)                            18,808             15,847
      Preferred stock, $.001 par value, 5,000,000
        shares authorized, NIL outstanding                              -                  -
   Additional paid-in capital                                   8,401,949          3,515,315
   Common stock subscriptions                                           -            200,000
   Common stock purchase warrants                                 734,085            717,050
   Deficit accumulated during the development stage            (9,751,665)        (3,972,760)
   Accumulated other comprehensive income (loss)                  (46,922)            (9,623)
____________________________________________________________________________________________

                                                                 (643,745)           465,829
____________________________________________________________________________________________

                                                              $    93,206        $   761,428
============================================================================================

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

                                      F-3

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                              July 27, 1999
                                                          Year Ended         Year Ended      (inception) to
                                                         December 31        December 31        December 31,
                                                            2003               2002               2003
___________________________________________________________________________________________________________

INTEREST INCOME                                          $         -        $       125        $    26,571
___________________________________________________________________________________________________________

EXPENSES
   Consulting fees                                           266,587            149,036            620,860
   Consulting fees - stock based (Note 7)                  2,121,000            630,275          2,751,275
   Depreciation                                               42,368             40,890            121,506
   License fees                                              128,000                  -            207,243
   Management fees                                           227,366            168,206            714,572
   Office and general                                        925,201             96,830          1,172,627
   Professional fees                                         277,405            350,782            787,908
   Research and development                                1,114,644            833,589          2,647,684
   Research and development - stock based (Note 7)           612,000                  -            612,000
   Travel                                                     64,338             15,226            142,561
___________________________________________________________________________________________________________

                                                           5,778,905          2,284,834          9,778,236
___________________________________________________________________________________________________________

NET LOSS FOR THE YEAR                                    $(5,778,905)       $(2,284,709)       $(9,751,665)
===========================================================================================================

BASIC NET LOSS PER SHARE                                 $     (0.34)       $     (0.17)
=======================================================================================

WEIGHTED AVERAGE COMMON
      SHARES OUTSTANDING                                  17,046,996         13,289,451
=======================================================================================

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

                                      F-4

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JULY 27, 1999 (INCEPTION) TO DECEMBER 31, 2003

                                                                                              Deficit
                               Common Stock                                     Common     Accumulated    Accumulated
                           ____________________   Additional       Common        Stock        During          other
                           Number of               Paid In          Stock       Purchase    Development   Comprehensive
                             shares      Amount    Capital      Subscriptions   Warrants       Stage      Income (loss)     Total
___________________________________________________________________________________________________________________________________

Issued on incorporation
   - July 27, 1999                  1   $     -   $        -     $       -       $   -      $         -     $       -     $       -

Issued to founders for:
   - consulting services
   - October 1999           2,150,000     2,150            -             -           -                -             -         2,150

   - cash at
   $0.001 per share -
   October 1999             1,850,000     1,850            -             -           -                -             -         1,850

Common stock
   subscriptions                    -         -            -       177,100           -                -             -       177,100

Net loss for the period             -         -            -             -           -          (80,733)            -       (80,733)
___________________________________________________________________________________________________________________________________

Balance, December 31,
   1999                     4,000,001     4,000            -       177,100           -          (80,733)            -       100,367

Issued in connection with
   UBC license agreement
   (Note 4): -for
   consulting services
   - February 2000          3,600,000     3,600            -             -           -                -             -         3,600

   - for license fees
   - February 2000            500,000       500            -             -           -                -             -           500

Issued for cash at $0.60
   per share - February
   2000
      - net of finders'
      fees of $95,570       1,408,828     1,409      748,321      (177,100)          -                -             -       572,630

Issued for cash at $0.60
   per share -  March
   2000                       644,000       644      385,756             -           -                -             -       386,400

Issued for cash at $0.60
   per share- May 2000        210,000       210      125,790             -           -                -             -       126,000

Issued for finders' fees
   in connection with $0.60
   financing - May 2000       124,642       125        (125)             -           -                -             -             -

Net loss for the year               -         -            -             -           -         (935,332)            -      (935,332)

Currency translation
   adjustment                       -         -            -             -           -                -        (1,937)       (1,937)
___________________________________________________________________________________________________________________________________

Balance, December 31,
   2000                    10,487,471    10,488    1,259,742             -           -       (1,016,065)       (1,937)      252,228

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

                                      F-5

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JULY 27, 1999 (INCEPTION) TO DECEMBER 31, 2003

                                                                                              Deficit
                               Common Stock                                     Common     Accumulated    Accumulated
                           ____________________   Additional       Common        Stock        During          other
                           Number of               Paid In          Stock       Purchase    Development   Comprehensive
                             shares      Amount    Capital      Subscriptions   Warrants       Stage      Income (loss)     Total
___________________________________________________________________________________________________________________________________

Issued for cash at $0.75
   per share
   - April to July 2001       110,334       110       82,640             -           -                -             -        82,750

Issued for cash at $1.00
   per share
   - June to November
     2001                     265,000       265      264,735             -           -                -             -       265,000

Net loss for the year               -         -            -             -           -         (671,986)            -      (671,986)

Currency translation
   adjustment                       -         -            -             -           -                -        (2,041)       (2,041)
___________________________________________________________________________________________________________________________________

Balance, December 31,
   2001                    10,862,805    10,863    1,607,117             -           -       (1,688,051)       (3,978)      (74,049)

Issued for cash at $1.00
   per share- February
   to May 2002 - net of
   finders' fees of
   $17,000                    187,500       187      170,313             -           -                -             -       170,500

Issued on settlement of
   debts at $0.75 per
   share - May 2002           181,660       182      136,063             -           -                -             -       136,245
___________________________________________________________________________________________________________________________________

GPI balance, July 15,
   2002 (Note 1)           11,231,965    11,232    1,913,493             -           -       (1,688,051)       (3,978)      232,696

GMC balance, July 15,
   2002                    15,320,119    52,075    7,134,217       (85,000)          -       (6,607,580)            -       493,712

Reverse acquisition
   recapitalization
   adjustment             (11,231,965)  (47,987)  (7,180,193)            -     620,600        6,607,580             -             -
___________________________________________________________________________________________________________________________________

Balance post reverse
   acquisition             15,320,119    15,320    1,867,517       (85,000)    620,600       (1,688,051)       (3,978)      726,408

Common stock purchase
   warrants expired                 -         -        9,900             -      (9,900)               -             -             -

GMC subscription proceeds
   received                         -         -            -       100,000           -                -             -       100,000

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

                                      F-6

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JULY 27, 1999 (INCEPTION) TO DECEMBER 31, 2003

                                                                                              Deficit
                               Common Stock                                     Common     Accumulated    Accumulated
                           ____________________   Additional       Common        Stock        During          other
                           Number of               Paid In          Stock       Purchase    Development   Comprehensive
                             shares      Amount    Capital      Subscriptions   Warrants       Stage      Income (loss)     Total
___________________________________________________________________________________________________________________________________

Issued for cash at $2.50
   per share -
   November 2002              425,400       425      956,725             -     106,350                -             -     1,063,500
   (As restated - Note 9)

Subscription proceeds
   received -
   December 2002                    -         -            -       185,000           -                -             -       185,000

Exercise of stock options
   at $0.50 per share
   - December 2002            102,000       102       50,898             -           -                -             -        51,000

Stock-based compensation            -         -      630,275             -           -                -             -       630,275

Net loss for the year               -         -            -             -           -       (2,284,709)            -    (2,284,709)

Currency translation
   adjustment                       -         -            -             -           -                -        (5,645)       (5,645)
___________________________________________________________________________________________________________________________________

Balance, December 31,
   2002                    15,847,519    15,847    3,515,315       200,000     717,050       (3,972,760)       (9,623)      465,829

Exercise of stock options
   at $0.50 per share       1,793,630     1,794      895,021             -           -                -             -       896,815

Exercise of stock options
   at $1.00 per share         525,000       525      524,475             -           -                -             -       525,000

Issued for cash at $5.00
   per share                   43,000        43      193,457      (185,000)     21,500                -             -        30,000

Issued for cash at $1.00
   per share, net of
   finder's fee               555,350       555      465,725             -      55,535                -             -       521,815

Issued as finders' fees        33,535        34          (34)            -           -                -             -             -

Subscriptions repaid                -         -        5,000       (15,000)          -                -             -       (10,000)

Issue for technology
   license (Note 4)            10,000        10        9,990             -           -                -             -        10,000

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

                                      F-7

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JULY 27, 1999 (INCEPTION) TO DECEMBER 31, 2003

                                                                                              Deficit
                               Common Stock                                     Common     Accumulated    Accumulated
                           ____________________   Additional       Common        Stock        During          other
                           Number of               Paid In          Stock       Purchase    Development   Comprehensive
                             shares      Amount    Capital      Subscriptions   Warrants       Stage      Income (loss)     Total
___________________________________________________________________________________________________________________________________

Common stock purchase
   warrants expired                 -         -       60,000             -     (60,000)               -             -             -

Stock-based compensation            -         -    2,733,000             -           -                -             -     2,733,000

Net loss for the year               -         -            -             -           -       (5,778,905)            -    (5,778,905)

Currency translation
   adjustment                       -         -            -             -           -                -       (37,299)      (37,299)
___________________________________________________________________________________________________________________________________

Balance, December 31,
   2003                    18,808,034   $18,808   $8,401,949     $       -    $734,085      $(9,751,665)    $ (46,922)   $ (643,745)
===================================================================================================================================

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

                                      F-8

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                     July 27, 1999
                                                               Year Ended         Year Ended         (inception) to
                                                               December 31        December 31         December 31,
                                                                  2003               2002                 2003
___________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the year                                       $ (5,778,905)       $ (2,284,709)       $ (9,713,065)
  Adjustments to reconcile net loss to net cash from
  operating activities:
  - depreciation                                                    42,368              40,890             121,506
  - non-cash consulting fees                                             -                   -               5,750
  - non-cash license fees                                           10,000                   -              10,500
  - stock-based compensation                                     2,733,000             630,275           3,363,275
  - prepaid expense                                                  4,967                   -               4,967
  - increase in accounts payable                                   397,142             206,805             647,471
___________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                           (2,591,428)         (1,406,739)         (5,559,596)
___________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment                               (2,251)             (5,820)           (194,228)
  Pre reverse acquisition advances from GMC (Note 3)                     -             250,000             250,000
  Cash acquired on reverse acquisition of GMC (Note 3)                   -             173,373             173,373
___________________________________________________________________________________________________________________

NET CASH FROM (USED IN) INVESTING ACTIVITIES                        (2,251)            415,553             229,145
___________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock             1,963,630           1,570,000           5,145,360
  Loans payable                                                          -              68,545             136,245
  Advances (to) from related parties                                44,210             (12,686)            115,219
___________________________________________________________________________________________________________________

NET CASH FLOWS FROM FINANCING ACTIVITIES                         2,007,840           1,625,859           5,396,824
___________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES                                    (37,299)             (5,645)            (46,922)
___________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                       (623,138)            631,028              19,451

CASH, BEGINNING OF YEAR                                            642,589              11,561                   -
___________________________________________________________________________________________________________________

CASH, END OF YEAR                                              $    19,451        $    642,589        $   19,451
==================================================================================================================

  NON-CASH ACTIVITIES:

   Refer to Notes 4, 6 and 7.

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

                                      F-9

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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 lead
product  resulting from these  licenses is a cancer  immunotherapy  vaccine,  on
which the Company  has been  completing  pre-clinical  work in  anticipation  of
clinical  trials.  Specifically  the  Company has moved the  technology  through
issuance of a U.S.  patent,  tested  various viral vectors needed to deliver the
gene that forms the basis for the vaccine, licensed a preferred viral vector and
contracted  out  production  of clinical  grade  vaccine  (refer to Note 4). The
Company  plans to  continue  development  of the lead  product  vaccine  through
clinical  trials.  The other  technologies  licensed  include assays,  which the
Company plans to use for generation of a pipeline of immune-modulation products.
The assay technology acquired has initial received patent protection.

The consolidated financial statements have been prepared on the basis of a going
concern which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company has a working capital
deficiency  of  $716,467,  a capital  deficiency  of $643,745  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.  Costs relating to future  clinical  trials of the Company's  cancer
immunotherapy  vaccine are imminent as part of normal  product  development  and
advancement.  Since internally generated cash flow will not fund development and
commercialization   of  the  Company's   products,   the  Company  will  require
significant  additional  financial  resources  and will be  dependant  on future
financings to fund its ongoing research and development as well as other working
capital  requirements.  The Company's future capital requirements will depend on
many  factors  including  the rate and  extent  of  scientific  progress  in its
research and development  programs,  the timing,  cost and scope involved in its
clinical  trials,  obtaining  regulatory  approvals and pursuing  further patent
protections and the timing and costs of its commercialization activities.

Management  continues to raise capital through  private  placements and loans as
required to meet its  operating  budgets.  Subsequent  to December  31,  2003, a
further  $600,000 has been raised via equity private  placements,  and a further
$152,185 has been raised  through the exercise of stock  options.  The Company's
operations  and  financing  requirements  are  expected to expand upon  entering
clinical  trials  with its lead TAP  cancer  vaccine  (transporters  of  antigen
processing) (Refer to Note 10 - Subsequent Events).

                                      F-10

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

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

PRINCIPLES OF CONSOLIDATION
The  financial   statements   include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiaries  GPI  and GPC as  described  in  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.

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

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.

                                      F-11

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

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  for  employees  is  recognized  based  on  the
difference, if any, on the date of grant between the estimated fair value of the
Company's  stock and the  amount an  employee  must pay to  acquire  the  stock.
Compensation  expense is recognized  immediately  for past services and pro-rata
for future services over the option-vesting period.

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 year ended December 31,
                                                  2003             2002
                                              _____________________________

     Net loss for the period as reported      $ (5,778,905)    $ (2,284,709)
     Additional SFAS 123 employee
     compensation expense                       (1,401,000)               -
                                              _____________________________

     Pro-forma net loss for the year          $ (7,179,905)    $ (2,284,709)
                                              ============     ============

     Pro-forma basic net loss per share       $      (0.42)    $      (0.17)
                                              ============     ============

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.

                                      F-12

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

RECENT ACCOUNTING PRONOUNCEMENTS
In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." Such standard requires costs associated with
exit or disposal activities (including restructurings) to be recognized when the
costs are  incurred,  rather than at a date of commitment to an exit or disposal
plan.  SFAS No. 146 nullifies EITF Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring)."  Under SFAS No. 146, a
liability  related to an exit or disposal  activity is not recognized until such
liability  has  actually  been  incurred  whereas  under EITF  Issue No.  94-3 a
liability  was  recognized  at the time of a  commitment  to an exit or disposal
plan.  The  provisions  of this  standard  are  effective  for exit or  disposal
activities  initiated  after December 31, 2002. The adoption of SFAS 146 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

In April 2003,  the Financial  Accounting  Standards  Board issued SFAS No. 149,
"Amendment of Statement 133 on Derivative  Instruments and Hedging  Activities",
which clarifies financial  accounting and reporting for derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities." SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30,  2003.  The  adoption  of SFAS 149 did not  have a  material  effect  on the
Company's financial position or results of operations.

In May 2003,  SFAS 150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of both  Liabilities  and Equity",  was issued.  This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily  redeemable,  i.e. that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 did not affect the  Company's  financial
position or results of operations.

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  for  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others,  an  interpretation of FASB Statements No.
5, 57 and 107 and  rescission  of FASB  Interpretation  No.  34,  Disclosure  of
Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements  for a  guarantor's  accounting  for, and  disclosure  of,  certain
guarantees issued and outstanding. It also requires a guarantor to recognize, at
the inception of a guarantee,  a liability for the fair value of the  obligation
undertaken  in issuing the  guarantee.  This  interpretation  also  incorporates
without  reconsideration  the guidance in FASB  Interpretation  No. 34, which is
being superseded.  The adoption of FIN 45 did not affect the Company's financial
position or results of operations.

In January 2003, the FASB issued FASB  Interpretation  No. 46,  Consolidation of
Variable Interest Entities,  an interpretation of Accounting  Research Bulletins
("ARB") No. 51,  Consolidated  Financial  Statements  ("FIN 46"). Fin 46 applies
immediately to variable interest entitles created after January 31, 2003, and in
the first interim  period  beginning  after June 15, 2003 for variable  interest
entities created prior to January 31, 2003. The  interpretation  explains how to
identify variable interest entities and how an enterprise  assesses its interest
in a variable interest entity to decide whether to consolidate that entity.  The
interpretation requires existing unconsolidated variable interest entities to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse  risks  among  parties   involved.   Variable  interest  entities  that
effectively  disperse risks will not be consolidated unless a single party holds
an interest or combination of interests that  effectively  recombines risks that
were previously  dispersed.  The adoption of FIN 46 did not affect the Company's
financial position or results of operations.

NOTE 3 - REVERSE 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

                                      F-13

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

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 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 7). 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.

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

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

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

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

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

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

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

                                                                  ===========

These consolidated financial statements include the results of operations of GPI
since July 27, 1999  (inception)  and the results of operations of GMC since the
date of the reverse merger effective July 15, 2002.

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 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  founder's  common shares to UBC and an additional  3,600,000  founders'
common  shares  to  certain  principals  involved  in the UBC  research.  Having
satisfied all of the  conditions  on or before March 6, 2000,  GPI exercised the
Option and obtained from UBC, the exclusive  license  rights as described  above
for meeting the specific terms of the Option plus a further  payment of $78,743.
The License  will  terminate after  15 years  or upon the expiration of the last

                                      F-14

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 4 - RESEARCH AGREEMENTS (CONT'D)
________________________________________________________________________________

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 December 31, 2003
CAN$471,518  (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.

Subsequent  to year end, the Company paid $471,518  towards  amounts owing under
the CRA as of December 31, 2003.  In addition,  also  subsequent to year end the
Company  reimbursed  a  total  of  $55,812  of  patent  expenditures  to  UBC in
connection with technologies  licensed to the Company resulting in $NIL owing to
UBC in  connection  with  the CRA  prior  to the  scheduled  2004  CRA  payments
commencing March 1, 2004.

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

CANADIAN NETWORK FOR VACCINES AND IMMUNOTHERAPEUTICS OF CANCER AND CHRONIC VIRAL
DISEASES  ("CANVAC")  Effective  January 1, 2001 GPI and UBC entered  into a one
year Network Affiliate  Agreement with CANVAC (the "CANVAC  Agreement")  whereby
CANVAC  would  provide  a grant  to GPI and UBC to  further  fund  the  research
activities in connection with the CRA. Under the terms of the CANVAC  Agreement,
CANVAC would provide a CAN$85,000  research  grant to UBC upon GPI  contributing
CAN$117,300 towards the UBC research.  The amounts paid by GPI do not qualify as
amounts paid under the CRA funding  schedule  outlined  above.  During 2001, all
amounts required under the CANVAC agreement were paid to UBC by GPI. During 2002
CANVAC  contributed  a further  CAN$56,100  to  continue  funding  the  research
activities  until June 30, 2003. As at December 31, 2003 GPI owes  CAN$38,709 to
UBC to fund GPI's obligations under the CANVAC Agreement.

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

MOLECULAR MEDICINE BIOSERVICES, INC. ("MOLECULAR MEDICINE") - PRODUCTION SERVICE
AGREEMENT
Effective  March 18, 2003  Molecular  Medicine and GMC entered into a Production
Service Agreement,  as amended by a Production Service Agreement Amendment dated
August  29,  2003,   whereby  Molecular   Medicine  will  produce,   under  Good

                                      F-15

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 4 - RESEARCH AGREEMENTS (CONT'D)
________________________________________________________________________________

Manufacturing  Practices,  the clinical vector for delivery of the TAP gene used
in the Company's cancer immunotherapy  product. The product will incorporate the
Crucell vector and GMC 's TAP1 gene.  Total  obligations  under the contract are
$232,000 payable to Molecular Medicine plus an estimated $110,000 to $145,000 in
third-party  testing  costs.  To  December  31,  2003 the  Company  has made all
payments required under the terms of the agreement totalling $108,500.

NOTE 5 - FURNITURE AND EQUIPMENT
________________________________________________________________________________

                                              December 31,      December 31,
                                                   2003             2002
                                              ______________________________

           Office furniture and equipment       $ 10,425          $ 34,284
           Laboratory equipment                  183,803           159,944
                                              ______________________________

                                                 194,228           194,228
           Less: accumulated depreciation       (121,506)         (111,013)
                                              ______________________________

                                                $ 72,722          $ 83,215
                                              ==============================

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  at the time of the
reverse  merger,   whereby  ICI  provided  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 year ended December 31,
                                                  2003              2002
                                                __________________________

           Consulting fees                      $ 31,000          $ 80,500
           Management fees                       227,366           168,206
           Research and development              130,503           137,263
                                                __________________________

                                                $388,869          $364,400
                                                ==========================

Effective  December 31, 2003 the Board of Directors of the Company  approved the
amendment  of an  existing  consulting  agreement  and  an  existing  management
services  agreement between the Company and two directors of the Company.  Under
the terms of the amended agreements,  the two directors will be paid $14,167 and
$12,500  respectively  commencing  January 1, 2004 for terms ending  February 1,
2005 and July 31, 2005.  Also the Board of  Directors  of the Company  agreed to
grant to Dr.  Wilf  Jefferies,  one of the above  noted  directors  and the head
researcher  at UBC  (refer  to Note 4), up to a five  year  anti-dilution  right
whereby  Dr.  Jefferies  will be  guaranteed  the rights,  subject to  achieving
certain  developmental  milestones,  allowing him to purchase and own (by way of
stock options, and/or convertible preferred shares or as otherwise determined by
the  Board of  Directors)  not less than 25% of the  fully  diluted  outstanding
shares of common stock of the Company, with such anti-dilution rights, terms and
conditions being subject to applicable regulatory approvals.  This anti-dilution
right and terms thereto are subject to regulatory  approval.  As at December 31,
2003, Dr.  Jefferies owned or had rights to 19.4% of the Company's fully diluted
shares of common stock.

Effective  December 31, 2003, the Company accepted the resignation of ICI and as
a result will contract directly for the services previously  performed by ICI. A
director of the Company was paid $25,875 during the year ended December 31, 2003

                                      F-16

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 6 -RELATED PARTY TRANSACTIONS (CONT'D)
________________________________________________________________________________

by ICI for management  services provided to the Company.  Effective December 31,
2003 the Board of Directors  of the Company  approved  entering  into a month to
month management consulting agreement with this director for services commencing
January 1, 2004 for amounts to be determined based on services provided.

The  Company  has  total  commitments  relating  to  the  above  management  and
consulting agreements for the years ended December 31, 2004 and 2005 of $320,000
and $115,833 respectively.

During the year ended  December 31, 2003 GPI and the Company  incurred  $388,869
(2002  -  $382,969)   in  fees  and   $649,738   (2002  -  $27,839)  in  expense
reimbursements  to these  related  parties and made net  repayments  of $650,623
(2002 - $423,494). During the year ended December 31, 2003 ICI assigned $331,274
of its debt to certain stock option holders (refer to Note 7). In addition,  two
former directors of the Company who were owed a total of $12,500 resigned during
the year and these amounts have been  reclassified to accounts payable resulting
in $75,196 owing to related parties as at December 31, 2003,  (December 31, 2002
- - $30,986).  Amounts due to related parties are unsecured,  non-interest bearing
and have no specific terms of repayment.

Refer to Notes 3, 4 and 7.

NOTE 7 - CAPITAL STOCK
________________________________________________________________________________

The  authorized  capital of the Company  consists of  50,000,000  voting  common
shares  with $0.001 par value and  5,000,000  non-voting  preferred  shares with
$.001 par value.  Effective  December 31, 2003 the Company's  board of directors
approved an increase in the  authorized  capital to  300,000,000  voting  common
shares  and  50,000,000  non-voting  preferred  shares  subject  to  shareholder
approval.

GMC CAPITAL STOCK TRANSACTIONS:
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 year the Company  issued  43,000 shares of
common stock on the  purchase of 43,000 units for total  proceeds of $215,000 of
which  $185,000  had been  received  as at  December  31,  2002 and  $30,000 was
received  during the period.  The fair value of the warrants was estimated to be
$21,500 and was recorded as separate  component of  stockholders'  equity.  This
financing was subsequently terminated.

During  2003 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 of $5,000.

During 2003 the Company  issued  10,000 shares of common stock with a fair value
of $10,000 pursuant to new UBC license agreement as described in Note 4.

During 2003 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.  The Company  issued 555,350 shares of common stock on
the purchase of 555,350 units for total proceeds of $555,350.  A finder's fee of
$33,535  and  33,535  finder's  fee  shares  were paid in  connection  with this
financing.  The fair value of the warrants  was  estimated to be $55,535 and was
recorded as separate component of stockholders' equity.

During 2003 the Company issued  1,793,630 shares of common stock on the exercise
of stock  options  at $0.50 per  share for cash  proceeds  of  $449,000  and the
remaining  $447,815 was paid by way of offset of amounts originally owing to IMT
($331,541)  and ICI  ($116,274)  which  were  assigned  by ICI and IMT to option
holders.  The  option  holders  were  ICI and IMT  designates  or  employees  as
described  below.  In addition the Company issued 525,000 shares of common stock
on the  exercise  of stock  options  at $1.00  per share  for cash  proceeds  of
$210,000 and the remaining $315,000 by way of offset of amounts originally owing
to ICI which were assigned by ICI to option holders. The option holders were ICI
designates or employees as described  below.  Of the total  amounts  assigned by
ICI,  $100,000  was  cash  advances  received  by the  Company,  from  a company
associated  with ICI and the option  holder,  which was further  assigned to ICI
(refer to Note 6).

                                      F-17

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

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

Effective  April 16,  2003 the Board of  Directors  approved  an increase in the
number of options  available  under the Plan from  3,500,000 to 4,500,000.  Also
effective  July 9, 2003 the Company filed a Form S-8  Registration  Statement to
register  500,000  shares in connection  with the Plan.  Effective  December 16,
2003,  the Board of  Directors  approved  the further  increase in the number of
options available under the Plan from 4,500,000 to 10,000,000, granted 3,800,000
new  stock  options,  and  subsequently  filed a further  Form S-8  Registration
Statement  effective  January 26, 2004 to register a further 2,250,000 shares in
connection with the Plan.

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.

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             1.00
     Exercised during 2002                                 (102,000)            0.50
                                                         _____________________________________________________

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

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

     Balance, December 31, 2003                            4,754,370         $  0.74           5.55 years
                                                         =====================================================

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

                                      F-18

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

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 December
31, 2003 a total of $59,375  (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 2003, the exercise price of these options
was  reduced  to $1.75 and  further  reduced to $1.00 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. No further adjustment was required as at December
31, 2003.

The Plan  incorporates  the above  grants in 2002 in the  aggregate of 3,270,000
options to  employees,  directors,  officers,  scientific  advisory  board,  and
certain  consultants.  The original  grants in the Plan  incorporate  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 2003, 898,000 of these options were exercised at $0.50 per share
for proceeds of $449,000.  In addition,  during 2003, 25,000 shares were granted
to an employee,  a further 25,000 originally granted options were exercised by a
third party  consultant  at $1.00 per share for cash  proceeds  of $25,000,  and
420,000 of the originally granted options were forfeited or expired.

The Plan  incorporates  other  grants  during 2003 in the  aggregate  of 500,000
options to  International  Market  Trend AG  ("IMT")  and or its  designates  or
employees.  During  the  period  500,000  of these  options  were  exercised  by
designates or employees at $1.00 per share for proceeds of $500,000 as described
above.

The Plan further  incorporates  grants during 2003 in the aggregate of 3,800,000
options to  employees,  directors,  officers,  scientific  advisory  board,  and
certain  consultants  including 536,916 to ICI, 663,084 to IMT, and 1,500,000 to
Dr. Wilf  Jefferies,  the head  researcher at UBC as described in Note 6. During
the period  895,630 of the  options to ICI and IMT were  exercised  at $0.50 per
share for proceeds of $447,815 as described above.

STOCK BASED COMPENSATION
During 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 2003 the  $504,000  was
recorded as a consulting fee.

During 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 2003 the  $268,000  was
recorded as a consulting fee.

During 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 exercise price of these options was reduced to $1.00 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 December 31,  2003,  no
adjustment was required  reflecting  changes in the quoted market price of these
options above the adjusted exercise price.

                                      F-19

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 7 - CAPITAL STOCK (CONT'D)
________________________________________________________________________________

During 2003 the Company  granted  1,325,000  stock options to a consultants at a
prices ranging from $0.50 to $1.00 per share subject to immediate  vesting.  The
fair value of these  options at the date of grant of  $1,139,500  was  estimated
using the  Black-Scholes  option  pricing  model with an expected  life of eight
years,  a  risk-free  interest  rate of 3% and an expected  volatility  of 220%.
During 2003 the $1,139,500 was recorded as a consulting fee.

During 2003 the Company granted 2,475,000 stock options to employees at a prices
ranging from $0.50 to $1.00 per share subject to immediate  vesting.  Certain of
these  options  were granted at prices less than the market price at the date of
grant and, in  accordance  with APB 25,  this  intrinsic  value of $774,000  was
expensed  immediately  of which  $234,000 was  recorded as a consulting  fee and
$540,000 was recorded as a research and development expense. The additional fair
value of these options at the date of grant of $1,354,500  (as disclosed in Note
2 on a pro-forma  basis) was estimated  using the  Black-Scholes  option pricing
model with an expected life of eight years, a risk-free  interest rate of 3% and
an expected volatility of 220%.

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

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

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

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

     Balance, December 31, 2003        1,076,535          $ 1.89             1.53 years
                                       ================================================

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%.

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 $6,388,000 at December 31, 2003 (2002 -
$3,340,000) which may be available to reduce future year's taxable income. These
carryforwards  will expire,  if not  utilized,  commencing  in 2008.  Management
believes that the  realization  of the benefits  from these  deferred tax assets
appears  uncertain due to the Company's limited operating history and continuing
losses.  Accordingly  a full,  deferred tax asset  valuation  allowance has been
provided and no deferred tax asset benefit has been recorded.

                                      F-20

GENEMAX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2003 AND 2002
________________________________________________________________________________

NOTE 9 - RESTATEMENT
________________________________________________________________________________

The Company's balance sheet as at December 31, 2002 has been restated to correct
an error in accounting  for the fair value of the warrants  issued in connection
with the Company's 2002 $5.00 per unit private placement financing.  Previously,
no amount was  assigned  to the  warrants  and the total  proceeds  received  of
$1,063,500  were allocated  between common stock and additional paid in capital.
An adjustment  has been made to correctly  allocate the estimated  fair value of
the  warrants  of  $106,350  to "Common  stock  purchase  warrants",  a separate
component of stockholders' equity.

NOTE 10 - SUBSEQUENT EVENTS
________________________________________________________________________________

Subsequent to year end the Company issued  857,143  private  placement  units at
$0.70 per unit for total  proceeds of $600,000.  Each unit consists of one share
of common stock and one common stock  purchase  warrant  entitling the holder to
purchase  and  additional  share of common  stock $0.70 per share for a two year
period  from the date of issue.  The common  shares  that form part of the units
have  piggy  back  registration  rights on future  registration  offerings.  The
Company paid $50,000 in cash and 71,428  shares of common stock as finder's fees
in connection with a $500,000 portion of the private placement.

Subsequent to year end the Company  issued  100,000  common shares in connection
with the exercise of 100,000  options at $0.50 per share for proceeds of $50,000
which  related to prior cash and  advances  assigned to the option  holders from
ICI.

Subsequent to year end the Company entered in to an exclusive  worldwide license
agreement with UBC for the use of a novel assay  technology  intended to be used
to screen and select new drugs that regulate immune responses (Refer to Note 4).

                                      F-21

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  GENEMAX CORP.

As in effect on December 16, 2003

                                TABLE OF CONTENTS

                                    ARTICLE I
                                     OFFICES
                                                                            PAGE

1.1     Business Office                                                       1
1.2     Registered Office                                                     1

                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

2.1     Regulation                                                            1
2.2     Stock Certificates: Facsimile Signatures and Validation               1
2.3     Fractions of Shares: Insurance; Payment of Value or Issuance of
          Scrip                                                               2
2.4     Cancellation of Outstanding Certificates and Issuance of New
          Certificates:
            Order of Surrender; Penalties for Failure to Comply               2
2.5     Lost, Stolen or Destroyed Certificates                                2
2.6     Transfer of Shares                                                    3
2.7     Restrictions on Transfer of Shares                                    3
2.8     Transfer Agent                                                        3
2.9     Close of Transfer Book and Record Date                                3

                                   ARTICLE III
                        STOCKHOLDERS AND MEETINGS THEREOF

3.1     Stockholders of Record                                                4
3.2     Meetings                                                              4
3.3     Annual Meeting                                                        4
3.4     Special Meetings                                                      4
3.5     Actions at Meetings not Regularly Called: Ratification and
          Approval                                                            4
3.6     Notice of Stockholders' Meeting: Signature; Contents; Service;
          Waiver                                                              5
3.7     Consent of Stockholders in Lieu of Meeting                            5
3.8     Voting Record                                                         5
3.9     Quorum                                                                6
3.10    Manner of Acting                                                      6
3.11    Stockholders' Proxies                                                 6
3.12    Voting of Shares                                                      6
3.13    Voting by Ballot                                                      6
3.14    Cumulative Voting                                                     6
3.15    Stockholder Nominations and Proposals                                 7

                                      -ii-

                                                                            PAGE

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

4.1     Board of Directors                                                    9
4.2     General Powers                                                        9
4.3     Performance of Duties                                                 9
4.4     Regular Meetings                                                     10
4.5     Special Meetings                                                     10
4.6     Notice                                                               10
4.7     Waiver of Notice                                                     10
4.8     Participation by Electronic Means                                    10
4.9     Quorum and Manner of Acting                                          10
4.10    Organization                                                         11
4.11    Informal Action by Directors                                         11
4.12    Vacancies                                                            11
4.13    Compensation                                                         11
4.14    Removal of Directors                                                 11
4.15    Resignations                                                         11

                                    ARTICLE V
                                   COMMITTEES

5.1     Executive Committee                                                  12
5.2     Audit Committee                                                      12
5.3     Compensation Committee                                               13
5.4     Nominating/Governance Committee                                      13

                                   ARTICLE VI
                                    OFFICERS

6.1     Number of Officers                                                   14
6.2     Election and Term of Office                                          14
6.3     Removal                                                              14
6.4     Vacancies                                                            14
6.5     Powers                                                               14
6.6     Compensation                                                         16
6.7     Bonds                                                                16

                                   ARTICLE VII
                                 INDEMNIFICATION

                                  ARTICLE VIII
                                    DIVIDENDS                                16

                                     -iii-

                                                                            PAGE

                                   ARTICLE IX
                                     FINANCE

9.1     Reserve Funds                                                        16
9.2     Banking                                                              16

                                    ARTICLE X
                           CONTRACTS, LOANS AND CHECKS

10.1    Execution of Contracts                                               16
10.2    Loans                                                                17
10.3    Checks                                                               17
10.4    Deposits                                                             17

                                   ARTICLE XI
                                   FISCAL YEAR                               17

                                   ARTICLE XII
                                 CORPORATE SEAL                              17

                                  ARTICLE XIII
                                   AMENDMENTS                                17

                                   ARTICLE IVX
                              ADDITIONAL COMMITTEES                          18

14.1    Appointment                                                          18
14.2    Authority                                                            18
14.3    Tenure and Qualifications                                            18
14.4    Meetings                                                             18
14.5    Quorum                                                               18
14.6    Informal Action by a Committee                                       19
14.7    Vacancies                                                            19
14.8    Resignations and Removal                                             19
14.9    Procedure                                                            19

                                   ARTICLE XV
                                EMERGENCY BYLAWS                             19

CERTIFICATE                                                                  19

                                      -iv-

                                    ARTICLE I
                                     OFFICES

         1.1 BUSINESS OFFICE.  The principal office and place of business of the
corporation is located at 1681 Chestnut Street,  Suite 400,  Vancouver,  British
Columbia,  Canada  V6J  4M6.  Other  offices  and  places  of  business  may  be
established  from time to time by resolution of the Board of Directors or as the
business of the corporation may require.

         1.2  REGISTERED  OFFICE.  The  registered  office  of the  corporation,
required by the Nevada Revised Statutes to be maintained in the State of Nevada,
may be, but need not be,  identical  with the  principal  office in the State of
Nevada,  and the address of the  registered  office may be changed  from time to
time by the Board of Directors in accordance  with the  procedures  set forth in
the Nevada Revised Statutes.

                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

         2.1  REGULATION.  The  Board of  Directors  may  make  such  rules  and
regulations as it may deem  appropriate  concerning  the issuance,  transfer and
registration  of  certificates  for  shares of the  corporation,  including  the
appointment of transfer agents and registrars.

         2.2  STOCK  CERTIFICATES:  FACSIMILE  SIGNATURES  AND  VALIDATION.  (A)
Ownership of stock in the  corporation  shall be evidenced  by  certificates  of
stock in such forms as shall be prescribed by the Board of Directors, certifying
the number of shares owned by such stockholder in the corporation,  and shall be
under  the  seal  of  the  corporation  and  signed  by  the  President  or  the
Vice-President and also by the Secretary of by an Assistant Secretary.  Whenever
any certificate is countersigned or otherwise  authenticated by a transfer agent
or transfer  clerk and by a registrar,  then a facsimile of the signature of the
officers or agents of the corporation  may be printed or lithographed  upon such
certificate in lieu of the actual signatures.

                  (B) All certificates shall be consecutively numbered; the name
of the  person  owning the shares  represented  thereby  with the number of such
shares and the date of issue  shall be entered on the  corporation's  books;  no
certificates  shall be printed or entered  into the  corporation's  books in the
names of either Cede & Co.,  Depository  Trust  Company,  CDS & Co. or any other
such type of depository for certificates; and certificates shall only be printed
or entered into the  corporation's  books in the name of the beneficial owner of
the shares of the corporation's stock.

                  (C) No  certificate  shall be valid unless it is signed by the
President or Vice-President  and by the Secretary or by an Assistant  Secretary.
In the event any officer who shall have  signed,  or whose  facsimile  signature
shall have been used on, any such certificate  shall cease to be such officer of
the corporation, whether because of death, resignation or otherwise, before such

                                      -1-

certificate  shall have been delivered by the corporation,  such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed such  certificate or whose facsimile  signature shall have
been used thereon, had not ceased to be such officer of the corporation.

         2.3  FRACTIONS  OF SHARES:  ISSUANCE:  PAYMENT OF VALUE OR  ISSUANCE OF
SCRIP.  The  corporation  is not  obligated  to, but may,  execute and deliver a
certificate  for or including a fraction of a share.  In lieu of  executing  and
delivering a certificate for a fraction of a share,  the  corporation  may, upon
resolution of the Board of Directors:

                  (A) make payment to any person otherwise  entitled to become a
holder of a fractional  share,  which payment  shall be in  accordance  with the
provisions of the Nevada Revised Statutes; or

                  (B) execute and deliver  registered  or bearer  scrip over the
manual  signature or facsimile  signature of an officer of the corporation or of
its agent for that purpose, exchangeable as provided on the scrip for full share
certificates,  but the scrip  does not  entitle  the  holder to any  rights as a
stockholder  except as  provided  on the scrip.  The scrip may contain any other
provisions or  conditions  that the  corporation,  by resolution of the Board of
Directors, deems advisable.

         2.4  CANCELLATION  OF  OUTSTANDING  CERTIFICATES  AND  ISSUANCE  OF NEW
CERTIFICATES:   ORDER  OF  SURRENDER:  PENALTIES  FOR  FAILURE  TO  COMPLY.  All
certificates  surrendered to the  corporation for transfer shall be canceled and
no new certificates shall be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered and canceled,  except as
hereinafter  provided  with respect to lost,  stolen or destroyed  certificates.
When the  Certificate  or  Articles  of  Incorporation  are  amended  in any way
affecting the statements  contained in the certificates for outstanding  shares,
or it  becomes  desirable  for any  reason  in the  discretion  of the  Board of
Directors,  to cancel  any  outstanding  certificate  or shares  and issue a new
certificate  therefor  conforming  to the  rights  of the  holder,  the Board of
Directors  shall order any  holders of  outstanding  certificates  for shares to
surrender and exchange them for new certificates  within a reasonable time to be
fixed by the Board of  Directors.  Such order may provide  that no holder of any
such  certificate so ordered to be  surrendered  shall be entitled to vote or to
receive  dividends or exercise any of the other rights of stockholders of record
until he shall have complied with such order,  but such order shall only operate
to suspend such rights after notice and until compliance.  The duty of surrender
of any outstanding certificates may also be enforced by action at law.

         2.5 LOST. STOLEN OR DESTROYED  CERTIFICATES.  Any stockholder  claiming
that his  certificate  for  shares  is lost,  stolen  or  destroyed  may make an
affidavit or  affirmation  of the fact and lodge the same with the  Secretary of
the  corporation,  accompanied by a signed  application  for a new  certificate.
Thereupon,  and upon the  giving  of a  satisfactory  bond of  indemnity  to the
corporation  not  exceeding  an  amount  double  the  value  of  the  shares  as
represented  by such  certificate  (the  necessity  for such bond and the amount
required to be determined by the President and Treasurer of the corporation),  a
new  certificate  may be issued  of the same  tenor  and  representing  the same
number,  class  and  series of shares  as were  represented  by the  certificate
alleged to be lost, stolen or destroyed.

                                      -2-

         2.6  TRANSFER  OF  SHARES.  Subject  to the  terms  of any  stockholder
agreement  relating  to the  transfer of shares or other  transfer  restrictions
contained in the Articles of Incorporation or authorized therein,  shares of the
corporation  shall be transferable on the books of the corporation by the holder
thereof.  No transfer of stock shall be valid as against the corporation  unless
the certificate is delivered and surrendered to the corporation for cancellation
of the  certificate  therefore,  accompanied by an assignment or transfer by the
owner therefor, made either in person or under assignment, and a new certificate
shall be issued therefor.  Upon such presentation and surrender of a certificate
for shares properly  endorsed and payment of all taxes therefor,  the transferee
shall be entitled to a new  certificate  or  certificates  in lieu  thereof.  As
against the  corporation,  a transfer of shares can be made only on the books of
the  corporation  and in the manner  hereinabove  provided,  and the corporation
shall be  entitled  to treat  the  holder  of  record  of any share as the owner
thereof and shall not be bound to recognize  any  equitable or other claim to or
interest in such share on the part of any other person,  whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Nevada.  Whenever  any  transfer  shall be expressed as made for
collateral  security and not  absolutely,  the same shall be so expressed in the
entry of said transfer of the books of the corporation.

         2.7  RESTRICTIONS  ON  TRANSFER  OF SHARES.  Subject to the  limitation
imposed by Section 104.8204,  Nevada Revised Statutes,  a written restriction on
the transfer or registration of transfer of a security of the corporation may be
enforced  against  the holder of the  restricted  security or any  successor  or
transferee  of the holder.  A  restriction  on the transfer or  registration  of
transfer  of the  securities  of the  corporation  may be imposed  either by the
Certificate of Incorporation,  the Bylaws or by an agreement among any number of
security  holders or between one or more such  holders and the  corporation.  No
restriction so imposed is binding with respect to securities issued prior to the
adoption of the restriction, unless the holders of the securities are parties to
an agreement or voted in favor of the restriction.

         2.8  TRANSFER  AGENT.  Unless  otherwise  specified  by  the  Board  of
Directors by resolution,  the Secretary of the corporation shall act as transfer
agent of the  certificates  representing the shares of stock of the corporation.
He shall  maintain a stock  transfer  book,  the stubs of which  shall set forth
among other things,  the names and addresses of the holders of all issued shares
of the corporation,  the number of shares held by each, the certificate  numbers
representing  such shares,  the date of issue of the  certificates  representing
such shares,  and whether or not such shares  originate  from original  issue or
from  transfer.  Subject  to  Section  3.8,  the  names  and  addresses  of  the
stockholders  as they  appear on the stubs of the stock  transfer  book shall be
conclusive  evidence  as to who  are  the  stockholders  of  record  and as such
entitled  to receive  notice of the  meetings of  stockholders;  to vote at such
meetings;  to examine the list of the stockholders entitled to vote at meetings;
to receive  dividends;  and to own,  enjoy and  exercise  any other  property or
rights deriving from such shares against the corporation. Each stockholder shall
be responsible  for notifying the Secretary in writing of any change in his name
or address and failure so to do will  relieve the  corporation,  its  directors,
officers  and agents,  from  liability  for  failure to direct  notices or other
documents,  or pay over or transfer  dividends or other property or rights, to a
name or address  other than the name and  address  appearing  on the stub of the
stock transfer book.

                                      -3-

         2.9  CLOSE OF  TRANSFER  BOOK  AND  RECORD  DATE.  For the  purpose  of
determining  stockholders  entitled  to notice of or to vote at any  meeting  of
stockholders,  or any adjournment  thereof, or stockholders  entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other  proper  purpose,  the Board of Directors  may  prescribe a period not
exceeding sixty (60) days prior to any meeting of the stockholders  during which
no transfer of stock on the books of the  corporation  may be made, or may fix a
day not more than sixty (60) days  prior to the  holding of any such  meeting as
the day as of which stockholders  entitled to notice and to vote at such meeting
shall be  determined;  and only  stockholders  of  record  on such day  shall be
entitled  to  notice  or to  vote  at  such  meeting.  When a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

                                   ARTICLE III
                        STOCKHOLDERS AND MEETINGS THEREOF

         3.1 STOCKHOLDERS OF RECORD. Only stockholders of record on the books of
the corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize  any  equitable or other claim to, or interest in, any
shares on the part of any other person,  firm or corporation,  whether or not it
shall have express or other notice thereof,  except as expressly provided by the
laws of Nevada.

         3.2 MEETINGS.  Meetings of stockholders  shall be held at the principal
office of the corporation,  or at such other place, either within or without the
State of Nevada,  as specified  from time to time by the Board of Directors.  If
the Board of Directors  shall specify  another  location such change in location
shall be recorded on the notice calling such meeting.

         3.3  ANNUAL  MEETING.   The  annual  meeting  of  stockholders  of  the
corporation for the election of directors, and for the transaction of such other
business as may properly  come before the  meeting,  shall be held on such date,
and at such  time  and  place as the  Board  of  Directors  shall  designate  by
resolution  at any time within the first nine months  following the close of the
corporation's fiscal year. If the election of directors shall not be held within
the time period  designated  herein for any annual meeting of the  stockholders,
the Board of Directors  shall cause the election to be held at a special meeting
of the stockholders as soon thereafter as may be convenient. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the corporation.

         3.4  SPECIAL  MEETINGS.  Special  meetings of the  stockholders  of the
corporation may be called by the Chairman of the Board of Directors or the Board
of Directors.

         3.5  ACTIONS  AT  MEETINGS  NOT  REGULARLY  CALLED:   RATIFICATION  AND
APPROVAL.  Whenever all  stockholders  entitled to vote at any meeting  consent,
either  by (i) a  writing  on the  records  of the  meeting  or  filed  with the
Secretary;  or (ii)  presence at such  meeting and oral  consent  entered on the
minutes;  or (iii)  taking part in the  deliberations  at such  meeting  without
objection;  the doings of such meeting  shall be as valid as if had at a meeting
regularly  called and noticed.  At such  meeting any business may be  transacted
which is not excepted from the written consent or to the  consideration of which
no objection  for want of notice  is-made at the time. If a meeting be irregular

                                      -4-

for want of notice or of such  consent,  provided a quorum  was  present at such
meeting,  the  proceedings  of the  meeting  may be ratified  and  approved  and
rendered  likewise  valid and the  irregularity  or defect  therein  waived by a
writing  signed by all parties  having the right to vote at such  meeting.  Such
consent or approval of  stockholders  may be made by proxy or attorney,  but all
such proxies and powers of attorney must be in writing.

         3.6  NOTICE OF  STOCKHOLDERS'  MEETING:  SIGNATURE:  CONTENTS,  SERVICE
WAIVER.  The notice of  stockholders  meetings shall be in writing and signed by
the President or a Vice President, or the Secretary, or the Assistant Secretary,
or by such other person or persons as designated by the Board of Directors. Such
notice  shall state the purpose or purposes  for which the meeting is called and
the time  when,  and the  place,  which may be within  or  without  the State of
Nevada,  where it is to be held. A copy of such notice shall be either delivered
personally to, or shall be mailed postage prepaid to, each stockholder of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before such meeting.  If mailed,  it shall be directed to a stockholder  at
his  address  as it appears on the  records  of the  corporation,  and upon such
mailing of any such notice the service  thereof shall be complete,  and the time
of the  notice  shall  begin to run from the date  upon  which  such  notice  is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership,  shall constitute delivery of such notice to such corporation,
association or partnership.  Notice duly delivered or mailed to a stockholder in
accordance with the provisions of this section shall be deemed  sufficient,  and
in the event of the  transfer  of his stock  after such  delivery or mailing and
prior to the holding of the  meeting,  it shall not be  necessary  to deliver or
mail notice of the meeting upon the transferee. Any stockholder may waive notice
of any  meeting by a writing  signed by him,  or his duly  authorized  attorney,
either  before or after the meeting.  Such waiver shall be deemed  equivalent to
any notice required to be given pursuant to the Articles of  Incorporation,  the
Bylaws, or the Nevada Revised Statutes.

         3.7 CONSENT OF STOCKHOLDERS'  IN LIEU OF MEETING.  Any action which may
be taken by the vote of stockholders at a meeting may be taken without a meeting
if authorized by the written consent of stockholders holding at least a majority
of the voting power, except that:

                   (A) If any greater proportion of voting power is required for
such action at a meeting,  then the greater  proportion  of written  consents is
required; and

                  (B) This general  provision for action by written consent does
not supersede any specific  provision for action by written consent contained in
the Articles of Incorporation,  the bylaws or the Nevada Revised Statutes. In no
instance  where  action is  authorized  by  written  consent  need a meeting  of
stockholders be called or noticed.

         3.8 VOTING  RECORD.  The  officer or agent  having  charge of the stock
transfer  books for  shares of the  corporation  shall  make,  at least ten days
before  such  meeting of  stockholders,  a complete  record of the  stockholders
entitled to vote at each meeting of  stockholders  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each. The record, for a period of ten days prior to such meeting,  shall
be kept on file at the principal  office of the  corporation,  whether within or
without  the  State  of  Nevada,  and  shall be  subject  to  inspection  by any
stockholder  for any purpose  germane to the  meeting at any time  during  usual
business  hours.  Such record  shall be  produced  and kept open at the time and

                                      -5-

place of the meeting and shall be subject to the  inspection of any  stockholder
during the whole time of the  meeting for the  purposes  thereof.  The  original
stock  transfer  books  shall  be the  prima  facie  evidence  as to who are the
stockholders  entitled to examine the record or transfer books or to vote at any
meeting of stockholders.

         3.9 QUORUM.  One-third  of the  outstanding  shares of the  corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at any  meeting of  stockholders,  except as  otherwise  provided  by the Nevada
Revised Statutes and the Articles of  Incorporation.  In the absence of a quorum
at any such  meeting,  a majority of the shares so  represented  may adjourn the
meeting  from time to time for a period not to exceed  sixty  (60) days  without
further notice.  At such adjourned meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally noticed.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         3.10 MANNER OF ACTING. If a quorum is present,  the affirmative vote of
the  majority of the shares  represented  at the meeting and entitled to vote on
the subject  matter shall be the act of the  stockholders,  unless the vote of a
greater  proportion  or number or voting by classes  is  otherwise  required  by
statute or by the Articles of Incorporation or these Bylaws.

         3.11 STOCKHOLDERS'  PROXIES.  At any meeting of the stockholders of the
corporation,  any  stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing.  In the event that any such instrument in
writing  shall  designate  two or more persons to act as proxies,  a majority of
such persons present at the meeting, or, if only one shall be present, then that
one  shall  have and may  exercise  all the  powers  conferred  by such  written
instrument  upon all of the persons so designated  unless the  instrument  shall
otherwise provide.  No such proxy shall be valid after the expiration of six (6)
months from the date of its  execution,  unless  coupled  with an  interest,  or
unless the person executing it specifies therein the length of time for which it
is to continue in force,  which in no case shall exceed seven (7) years from the
date of its  execution.  Subject to the above,  any proxy duly  executed  is not
revoked and continues in full force and effect until an  instrument  revoking it
or a duly executed proxy bearing a later date is filed with the Secretary of the
corporation.

         3.12 VOTING OF SHARES. Unless otherwise provided by these Bylaws or the
Articles of  Incorporation,  each  outstanding  share  entitled to vote shall be
entitled  to one vote  upon each  matter  submitted  to a vote at a  meeting  of
stockholders,  and each  fractional  share shall be entitled to a  corresponding
fractional vote on each such matter.

         3.13 VOTING BY BALLOT. Voting on any question or in any election may be
by voice vote unless the presiding  officer shall order or any stockholder shall
demand that voting be by ballot.

         3.14 CUMULATIVE  VOTING.  No stockholder shall be permitted to cumulate
his votes.

         3.15  STOCKHOLDER  NOMINATIONS  AND  PROPOSALS.  (A) No proposal  for a
stockholder   vote  (a  "Stockholder   Proposal")  shall  be  submitted  to  the
stockholders of the corporation unless the stockholder  submitting such proposal
(the  "Proponent")  shall  have  filed  a  written  notice  setting  forth  with

                                      -6-

particularity  (i) the names and  business  addresses of the  Proponent  and all
Persons (as such term is defined in Section  3(a)(9) of the Securities  Exchange
Act of 1934,  as  amended,  (the  "Exchange  Act"))  acting in concert  with the
Proponent;  (ii) the  names  and  addresses  of the  Proponent  and the  Persons
identified in clause (i), as they appear on the Corporation's  books (if they so
appear);  (iii) the class and number of shares of the  Corporation  beneficially
owned  by the  Proponent  and the  Persons  identified  in  clause  (i);  (iv) a
description of the  Stockholder  Proposal  containing all  information  material
thereto;  (v) a description of all  arrangements or  understandings  between the
Proponent and any other Persons  (including  the names of such other Persons) in
connection  with the  Stockholder  Proposal  and any  material  interest  of the
Proponent  or such  Persons  in such  Stockholder  Proposal  and (vi) such other
information  as the Board of  Directors  reasonably  determines  is necessary or
appropriate  to enable the Board of Directors and  stockholders  to consider the
Stockholder Proposal.  Upon receipt of the Stockholder Proposal and prior to the
stockholders' meeting at which such Stockholder Proposal will be considered,  if
the Board of Directors or a designated committee or the officer who will preside
at the meeting of the stockholders determines that the information provided in a
Stockholder  Proposal does not satisfy the  requirements of this Section 3.15 or
is  otherwise  not in  accordance  with  applicable  law,  the  Secretary of the
Corporation shall promptly notify the Proponent of the deficiency in the notice.
Such  Proponent  shall have the  opportunity to cure the deficiency by providing
additional information to the Secretary within the period of time, not to exceed
five  days  from the date  such  deficiency  notice  is given to the  Proponent,
determined by the Board of  Directors,  such  committee or such officer.  If the
deficiency is not cured within such period,  or if the Board of Directors,  such
committee or such officer determines that the additional information provided by
the  Proponent,  together with the  information  previously  provided,  does not
satisfy the  requirements of this Section 3.15 or is otherwise not in accordance
with applicable law, then such  Stockholder  Proposal shall not be presented for
action at the stockholders' meeting in question.

         (B) Only  persons  who are  selected  and  recommended  by the Board of
Directors  or the  nominating  committee  thereof,  or who are  nominated by the
stockholders  in accordance  with the procedures set forth in this Section 3.15,
shall be eligible for election or qualified to serve as  directors.  Nominations
of  individuals  for election to the Board of Directors at any annual meeting or
special meeting of the  stockholders at which directors are to be elected may be
made by any stockholder of the Corporation  entitled to vote for the election of
directors at that meeting by compliance  with the  procedures  set forth in this
Section  3.15  except  as  may  be   otherwise   provided  in  the  Articles  of
Incorporation  with  respect to the right of holders of  Preferred  Stock of the
Corporation to nominate and elect a specified  number of directors.  Nominations
by stockholders shall be made by written notice (a "Nomination  Notice"),  which
shall set forth (i) as to each individual nominated (A) the name, date of birth,
business  address  and  residence  address  of such  nominee;  (B) the  business
experience  during the past five  years of such  nominee,  including  his or her
principal  occupations or employment during such period,  the name and principal
business of any corporation or other  organization in which such occupations and
employment  were carried on, and such other  information as to the nature of his
or her  responsibilities  and the  level of  professional  competence  as may be
sufficient to permit  assessment of his or her prior  business  experience;  (C)
whether the nominee is or has ever been at any time a director, officer or owner
of 5% or more of any class of  capital  stock,  partnership  interests  or other
equity  interest  of any  Corporation,  partnership  or  other  entity;  (D) any
directorships held by such nominee in any corporation with a class of securities

                                      -7-

registered  pursuant  to  section  12 of  the  Exchange  Act or  subject  to the
requirements of section 15(d) of the Exchange Act or any corporation  registered
as an investment  company under the Investment  Company Act of 1940, as amended;
(E)  whether,  in the last five  years,  such  nominee has been  convicted  in a
criminal proceeding or has been subject to a judgment,  order, finding or decree
of any federal, state or other governmental entity,  concerning any violation of
federal, state, or other law, or any proceeding in bankruptcy, which conviction,
judgment, order, finding, decree or proceeding may be material to the evaluation
of the  ability  or  integrity  of the  nominee;  and (F) any other  information
relating  to the  nominee  that would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations
of proxies for election of directors pursuant to section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder;  and (ii) as to the person
submitting  the  Nomination  Notice and any Person  acting in concert  with such
Person,  (w) the name and business  address of such person and Persons,  (x) the
name and business address of such person and Persons as they appear on the books
of the  Corporation  (if they so appear);  (y) the class and number of shares of
the Corporation which are beneficially owned by such person and Persons, and (z)
any other information  relating to such stockholder that would be required to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  A written consent to being named in a proxy statement as a nominee,
and to serve as a director if  elected,  signed by the  nominee,  shall be filed
with any  Nomination  Notice.  If the  presiding  officer  at any  stockholders'
meeting  determines  that a  nomination  was not  made in  accordance  with  the
procedures  prescribed  by these  Bylaws,  the  officer  shall so declare to the
meeting and the defective nomination shall be disregarded.

         (C) Nomination  Notices and Stockholder  Proposals must be delivered to
the Secretary at the principal executive office of the Corporation or mailed and
received at the principal  executive  offices of the Corporation (a) in the case
of any annual meeting, 120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that the event that
the annual  meeting is called for a date that is not within 30 days before or 60
days after  such  anniversary  date,  notice by the  stockholder  in order to be
timely  must be so received no later than the close of business on the tenth day
following  the day on which notice of the date of the annual  meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders  called for the
purpose of electing directors, not later than the close of business on the tenth
day  following  the day on which  notice of the date of the special  meeting was
mailed  or  public  disclosure  of the date of the  special  meeting  was  made,
whichever first occurs.

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

         4.1 BOARD OF  DIRECTORS.  The business  and affairs of the  corporation
shall be  managed  by a board of not  less  than one (1) nor more  than ten (10)
directors who shall be natural  persons of at least 18 years of age but who need
not be  stockholders  of the corporation or residents of the State of Nevada and
who shall be elected at the annual meeting of stockholders  or some  adjournment
thereof. Directors shall hold office until the next succeeding annual meeting of
stockholders  and until  their  successors  shall  have been  elected  and shall
qualify. The Board of Directors may increase or decrease the number of directors
by resolution.

                                      -8-

         4.2 GENERAL POWERS.  The business and affairs of the corporation  shall
be managed by the Board of  Directors  which may exercise all such powers of the
corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the  stockholders  including,  but without thereby limiting
the generality of the foregoing, the power to create and to delegate, with power
to  subdelegate,  any of its powers to any committee.  The directors  shall pass
upon any and all bills or claims of officers for salaries or other  compensation
and, if deemed advisable,  shall contract with officers,  employees,  directors,
attorneys, accountants, and other persons to render services to the corporation.
Any  contractor  or  conveyance,  otherwise  lawful,  made  in the  name  of the
corporation,  which is authorized  or ratified by the Board of Directors,  or is
done within the scope of the authority,  actual or apparent,  given by the Board
of  Directors,  binds  the  corporation,  and the  corporation  acquires  rights
thereunder, whether the contract is executed or is wholly or in part executory.

         4.3 PERFORMANCE OF DUTIES. A director of the corporation  shall perform
his duties as a director,  including  his duties as a member of any committee of
the board upon  which he may serve,  in good  faith,  in a manner he  reasonably
believes to be in the best interests of the  corporation,  and with such care as
an  ordinarily  prudent  person  in a like  position  would  use  under  similar
circumstances. In performing his duties, a director shall be entitled to rely on
information,  opinions,  reports, or statements,  including financial statements
and other  financial  data,  in each case  prepared or  presented by persons and
groups listed in paragraphs  (A), (B), and (C) of this Section 4.3; but he shall
not be considered to be acting in good faith if he has knowledge  concerning the
matter in question  that would cause such reliance to be  unwarranted.  A person
who so performs  his duties  shall not have any  liability by reason of being or
having been a director  of the  corporation.  Those  persons and groups on whose
information,  opinions,  reports,  and statements a director is entitled to rely
upon are:

                  (A) One or more officers or employees of the corporation  whom
the director  reasonably  believes to be reliable  and  competent in the matters
presented;

                  (B)  Counsel,  public  accountants,  or  other  persons  as to
matters  which the  director  reasonably  believes  to be within  such  persons'
professional or expert competence; or

                  (C) A  committee  of the board  upon  which he does not serve,
duly   designated  in  accordance   with  the  provisions  of  the  Articles  of
Incorporation  or the Bylaws,  as to matters  within its  designated  authority,
which committee the director reasonably believes to merit confidence.

         4.4  REGULAR  MEETINGS.  A  regular,  annual  meeting  of the  Board of
Directors shall be held at the same place as, and immediately  after, the annual
meeting  of  stockholders,  and  no  notice  shall  be  required  in  connection
therewith. The annual meeting of the Board of Directors shall be for the purpose
of electing  officers  and the  transaction  of such other  business as may come
before the meeting. The Board of Directors may provide, by resolution,  the time
and place,  either  within or without  the State of Nevada,  for the  holding of
additional regular meetings without other notice than such resolution.

                                      -9-

         4.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any  place,  either  within or  without  the State of  Nevada,  as the place for
holding any special meeting of the Board of Directors called by them.

         4.6 NOTICE. Written notice of any special meeting of directors shall be
given as follows:

                  (A) By mail to each director at his business  address at least
three (3) days prior to the meeting.  If mailed,  such notice shall be deemed to
be delivered  when  deposited  in the United  States mail,  so  addressed,  with
postage thereon prepaid; or

                  (B) By personal delivery or telegram at least twenty-four (24)
hours prior to the meeting to the business  address of each director,  or in the
event such notice is given on a Saturday,  Sunday or holiday,  to the  residence
address of each director.  If notice be given by telegram,  such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         4.7 WAIVER OF NOTICE.  Whenever  any notice  whatever is required to be
given to directors, a waiver thereof in writing, signed by the person or persons
entitled to the notice,  whether before or after the time stated therein,  shall
be deemed equivalent thereto.

         4.8  PARTICIPATION BY ELECTRONIC  MEANS.  Unless otherwise  restricted,
members of the Board of Directors or any committee thereof, may participate in a
meeting of such board or committee by means of a conference telephone network or
a  similar  communications  method  by which all  persons  participating  in the
meeting can hear each other. Participation in a meeting pursuant to this section
constitutes presence in person at such meeting. Each person participating in the
meeting  shall  sign  the  minutes  thereof.   The  minutes  may  be  signed  in
counterparts.

         4.9 QUORUM AND MANNER OF ACTING.  A quorum at all meetings of the Board
of Directors shall consist of a majority of the number of directors then holding
office,  but a smaller  number may  adjourn  from time to time  without  further
notice,  until a quorum is secured.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors,  unless the act of a greater number is required by the laws of the
State of Nevada or by the Articles of Incorporation or these Bylaws.

         4.10  ORGANIZATION.  The Board of Directors shall elect a chairman from
among the  directors to preside at each meeting of the Board of Directors and at
all meetings of the stockholders.  If there shall be no chairman  present,  then
the President  shall preside,  and in his absence,  any other director chosen by
the Board of  Directors  shall  preside.  The Board of  Directors  shall elect a
Secretary to record the discussions and resolutions of each meeting.

         4.11 INFORMAL ACTION BY DIRECTORS.  Unless otherwise  restricted by the
Articles of Incorporation  or these Bylaws,  any action required or permitted to
be taken at any meeting of the Board of Directors or of any  committee  thereof,
may be taken without a meeting if a written consent thereto is signed by all the
members of the board or such committee. Such written consent shall be filed with
the minutes of proceedings of the board or committee.

                                      -10-

         4.12  VACANCIES AND ADDITIONAL  DIRECTORS.  Any vacancy on the Board of
Directors may be filled by the  affirmative  vote of a majority of the remaining
directors  though  less  than a quorum  of the Board of  Directors.  A  director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor  in office and shall hold such office  until his  successor  is duly
elected and shall qualify.  A director elected to fill a vacancy for which there
was no  predecessor  shall hold such office until his  successor is duly elected
and shall qualify. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting, or at a special
meeting of  stockholders  called for that purpose.  A director  chosen to fill a
position resulting from an increase in the number of directors shall hold office
only until the next election of directors by the stockholders.

         4.13  COMPENSATION.  By  resolution  of  the  Board  of  Directors  and
irrespective of any personal  interest of any of the members,  each director may
be paid his  expenses,  if any, of  attendance  at each  meeting of the Board of
Directors,  and may be paid a  stated  salary  as  director  or a fixed  sum for
attendance  at each meeting of the Board of  Directors or both.  No such payment
shall  preclude any director from serving the  corporation in any other capacity
and receiving compensation therefor.

         4.14 REMOVAL OF DIRECTORS. Any director or directors of the corporation
may be removed from office at any time,  with or without  cause,  by the vote or
written  consent of  stockholders  representing  not less than two-thirds of the
issued and outstanding capital stock entitled to voting power.

         4.15 RESIGNATIONS. A director of the corporation may resign at any time
by giving  written  notice to the Board of Directors,  President or Secretary of
the corporation.  The resignation  shall take effect upon the date of receipt of
such notice,  or at such later time  specified  therein.  The acceptance of such
resignation shall not be necessary to make it effective,  unless the resignation
requires such acceptance to be effective.

                                    ARTICLE V
                                   COMMITTEES

         5.1  EXECUTIVE  COMMITTEE.  (A) The Board of  Directors  may appoint an
executive committee consisting of such number of directors as it may appoint, to
serve at the pleasure of the Board of Directors, but in any event not beyond the
next annual meeting of the Board of Director.  The Board of Directors may at any
time, without notice, remove and replace any member of the executive committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the executive  committee  shall have a charter that will be approved and revised
as  appropriate,  from time to time by the executive  committee and the Board of
Director.  In general terms the functions of the  executive  committee  shall be
those as set forth in the charter.

                  (C) The executive  committee  shall meet at stated times or on
notice to all by one of its  number,  in which  notice the time and place of the
meeting shall be set forth.  The executive  committee shall fix its own rules of

                                      -11-

procedure, and a majority shall constitute a quorum; but the affirmative vote of
a  majority  of the  whole  committee  shall be  necessary  in every  case.  The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors.

                  (D) Members of the executive committee, other than officers of
the  corporation,  may receive such  compensation for their services as shall be
prescribed  by the Board of Directors.  Each member of the  executive  committee
shall be entitled to receive from the corporation  reimbursement of his expenses
incurred in attending a meeting of such committee.

         5.2 AUDIT  COMMITTEE.  (A) The Board of Directors  may appoint an audit
committee, consisting of such number of directors as it may appoint, to serve at
the  pleasure  of the Board of  Directors,  but in any event not beyond the next
annual  meeting of the Board of  Directors.  The Board of  Directors  may at any
time, without notice, remove and replace any member of the audit committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the audit  committee  shall have a charter  that will be approved and revised as
appropriate,  from  time  to time  by the  audit  committee  and  the  Board  of
Directors. In general terms, the functions of the audit committee shall be those
as set forth in the charter.

                  (C) The  audit  committee  shall  meet at  stated  times or on
notice to all by one of its  number,  in which  notice the time and place of the
meeting  shall be set  forth.  The  audit  committee  shall fix its own rules of
procedure, and a majority shall constitute a quorum; but the affirmative vote of
a majority of the whole  committee  shall be necessary in every case.  The audit
committee  shall keep regular  minutes of its proceedings and report the same to
the Board of Directors.

                  (D) Members of the audit committee, other than officers of the
corporation,  may  receive  such  compensation  for their  services  as shall be
prescribed by the Board of Directors.  Each member of the audit  committee shall
be  entitled  to receive  from the  corporation  reimbursement  of his  expenses
incurred in attending a meeting of such committee.

         5.3  COMPENSATION  COMMITTEE.  (A) The Board of Directors may appoint a
compensation  committee,  consisting  of  such  number  of  directors  as it may
appoint,  to serve at the pleasure of the Board of  Directors,  but in any event
not  beyond the next  annual  meeting  of the Board of  Directors.  The Board of
Directors may at any time, without notice,  remove and replace any member of the
compensation committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the  compensation  committee  shall  have a charter  that will be  approved  and
revised as  appropriate,  from time to time by the audit committee and the Board
of Directors.  In general  terms,  the functions of the  compensation  committee
shall be those as set forth in the charter.

                  (C) The  compensation  committee shall meet at stated times or
on notice to all by one of its number, in which notice the time and place of the
meeting shall be set forth. The  compensation  committee shall fix its own rules
of procedure, and a majority shall constitute a quorum; but the affirmative vote
of a majority of the whole  committee  shall be  necessary  in every  case.  The
compensation  committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors.

                                      -12-

                  (D) Members of the compensation committee, other than officers
of the corporation, may receive such compensation for their services as shall be
prescribed by the Board of Directors.  Each member of the compensation committee
shall be entitled to receive from the corporation  reimbursement of his expenses
incurred in attending a meeting of such committee.

         5.4  NOMINATING/GOVERNANCE  COMMITTEE.  (A) The Board of Directors  may
appoint  a  nominating/governance   committee,  consisting  of  such  number  of
directors as it may appoint, to serve at the pleasure of the Board of Directors,
but in any event not beyond the next annual  meeting of the Board of  Directors.
The Board of Directors may at any time,  without notice,  remove and replace any
member of the nominating/governance committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the  nominating/governance  committee shall have a charter that will be approved
and  revised  as  appropriate,  from  time to time by the  nominating/governance
committee and the Board of  Directors.  In general  terms,  the functions of the
nominating/governance committee shall be those as set forth in the charter.

                  (C) The  nominating/governance  committee shall meet at stated
times or on notice to all by one of its  number,  in which  notice  the time and
place of the meeting  shall be set forth.  The  nominating/governance  committee
shall fix its own rules of procedure,  and a majority shall constitute a quorum;
but the affirmative vote of a majority of the whole committee shall be necessary
in every case. The nominating/governance committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors.

                  (D) Members of the nominating/governance committee, other than
officers of the corporation, may receive such compensation for their services as
shall  be   prescribed   by  the  Board  of   Directors.   Each  member  of  the
nominating/governance   committee   shall  be  entitled  to  receive   from  the
corporation  reimbursement  of his  expenses  incurred in attending a meeting of
such committee.

                                   ARTICLE VI
                                    OFFICERS

         6.1 NUMBER.  The officers of the  corporation  shall be a President,  a
Secretary, a Treasurer,  and a registered agent, and who shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.

         6.2 ELECTION AND TERM OF OFFICE.  The officers of the corporation to be
elected  by the Board of  Directors  shall be elected  annually  by the Board of
Directors at the first  meeting of the Board of Directors  held after the annual
meeting of the  stockholders.  If the election of officers  shall not be held at

                                      -13-

such meeting,  such election  shall be held as soon  thereafter as  practicable.
Each officer shall hold office until his successor  shall have been duly elected
and shall have  qualified  or until his death or until he shall  resign or shall
have been removed in the manner hereinafter provided.

         6.3  REMOVAL.  Any  officer  or agent  may be  removed  by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served  thereby,  but such  removal  shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

         6.4 VACANCIES.  A vacancy in any office because of death,  resignation,
removal,  disqualification or otherwise, may be filled by the Board of Directors
for the  unexpired  portion of the term. In the event of absence or inability of
any officer to act, the Board of Directors  may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.

         6.5 POWERS.  The officers of the corporation shall exercise and perform
the respective  powers,  duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.

                  (A)  PRESIDENT.  The  President  shall be the chief  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors, shall have general supervision, direction and control over all of the
business and affairs of the corporation.  The President shall, when present, and
in the  absence of a  Chairman  of the Board,  preside  at all  meetings  of the
stockholders  and of the Board of Directors.  The  President may sign,  with the
Secretary or any other proper officer of the corporation authorized by the Board
of Directors,  certificates for shares of the corporation and deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other officer or agent of the  corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  President  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

                  (B) VICE  PRESIDENT.  If elected or  appointed by the Board of
Directors,  the Vice  President  (or in the  event  there is more  than one Vice
President,  the  Vice  Presidents  in  the  order  designated  by the  Board  of
Directors,  or in the  absence  of any  designation,  then in the order of their
election)  shall,  in the absence of the President or in the event of his death,
inability or refusal to act,  perform all duties of the  President,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President.  Any Vice President may sign,  with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

                  (C) SECRETARY.  The Secretary  shall:  keep the minutes of the
proceedings  of the  stockholders  and of the Board of  Directors in one or more
books  provided  for  that  purpose;  see  that all  notices  are duly  given in
accordance  with the  provisions  of these  Bylaws  or as  required  by law;  be
custodian of the corporate  records and of the seal of the  corporation  and see
that the seal of the  corporation  is affixed to all  documents the execution of

                                      -14-

which on behalf of the  corporation  under its seal is duly  authorized;  keep a
register of the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of
the Board of Directors, or the President, or a Vice President,  certificates for
shares of the  corporation,  the issuance of which shall have been authorized by
resolution of the Board of Directors;  have general charge of the stock transfer
books of the  corporation;  and in general  perform  all duties  incident to the
office of  Secretary  and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

                  (D)  ASSISTANT  SECRETARY.   The  Assistant  Secretary,   when
authorized  by the  Board of  Directors,  may sign  with  the  Chairman  or Vice
Chairman  of the  Board  of  Directors  or  the  President  or a Vice  President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. An Assistant Secretary, at
the request of the Secretary,  or in the absence or disability of the Secretary,
also may  perform all of the duties of the  Secretary.  An  Assistant  Secretary
shall perform such other duties as may be assigned to him by the President or by
the Secretary.

                  (E) TREASURER. The Treasurer shall: have charge and custody of
and be responsible for all funds and securities of the corporation;  receive and
give  receipts  for moneys due and  payable to the  corporation  from any source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws;  and keep accurate books of accounts of the
corporation's transactions,  which shall be the property of the corporation, and
shall render  financial  reports and statements of condition of the  corporation
when so requested by the Board of Directors or President.  The  Treasurer  shall
perform all duties commonly  incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board of Directors.
In the  absence  or  disability  of the  President  and Vice  President  or Vice
Presidents, the Treasurer shall perform the duties of the President.

                  (F) ASSISTANT  TREASURER.  An Assistant  Treasurer may, at the
request of the  Treasurer,  or in the absence or  disability  of the  Treasurer,
perform all of the duties of the  Treasurer.  He shall perform such other duties
as may be assigned to him by the President or by the Treasurer.

         6.6 COMPENSATION.  All officers of the corporation may receive salaries
or other  compensation  if so ordered and fixed by the Board of  Directors.  The
Board shall have  authority  to fix  salaries  in advance for stated  periods or
render the same retroactive as the Board may deem advisable. No officer shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the corporation.

         6.7 BONDS.  If the Board of Directors by  resolution  shall so require,
any officer or agent of the  corporation  shall give bond to the  corporation in
such amount and with such surety as the Board of Directors may deem  sufficient,
conditioned  upon the  faithful  performance  of  their  respective  duties  and
offices.

                                      -15-

                                   ARTICLE VII
                                 INDEMNIFICATION

         The corporation  shall, to the fullest and broadest extent permitted by
law,  indemnify  all  persons  whom  it  may  indemnify  pursuant  thereto.  The
corporation  may,  but shall not be obligated  to,  maintain  insurance,  at its
expense,  to protect itself and any other person against any  liability,cost  or
expense.  The  foregoing  provision  of this  section  shall be  deemed  to be a
contract between the corporation and each person who may be indemnified pursuant
to this section at any time while this section and the  relevant  provisions  of
the General  Corporation Law of Nevada and other  applicable  law,if any, are in
effect,  and any repeal or  modification  thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding  theretofore or thereafter brought or
threatened   based  in  whole  or  in  part  upon  any  such   state  of  facts.
Notwithstanding the foregoing  provisions of this section, the corporation shall
not  indemnify  persons  seeking  indemnity in connection  with any  threatened,
pending  or  completed  action,  suit  or  proceeding   voluntarily  brought  or
threatened  by such  person  unless such  action,  suit or  proceeding  has been
authorized by a majority of the entire Board of Directors.

                                  ARTICLE VIII
                                    DIVIDENDS

         The  Board  of  Directors  from  time  to  time  may  declare  and  the
corporation  may pay  dividends  on its  outstanding  shares  upon the terms and
conditions and in the manner provided by law and the Articles of Incorporation.

                                   ARTICLE IX
                                     FINANCE

         9.1  RESERVE  FUNDS.  The  Board  of  Directors,  in  its  uncontrolled
discretion,  may set aside from time to time,  out of the net  profits or earned
surplus of the corporation,  such sum or sums as it deems expedient as a reserve
fund to meet  contingencies,  for  equalizing  dividends,  for  maintaining  any
property of the corporation, and for any other purpose.

         9.2 BANKING.  The moneys of the  corporation  shall be deposited in the
name of the  corporation  in such  bank or  banks  or  trust  company  or  trust
companies, as the Board of Directors shall designate,  and may be drawn out only
on checks signed in the name of the corporation by such person or persons as the
Board of Directors, by appropriate resolution,  may direct. Notes and commercial
paper,  when  authorized  by the  Board,  shall  be  signed  in the  name of the
corporation  by such  officer  or  officers  or  agent  or  agents  as  shall be
authorized from time to time.

                                    ARTICLE X
                           CONTRACTS, LOANS AND CHECKS

         10.1 EXECUTION OF CONTRACTS. Except as otherwise provided by statute or
by these  Bylaws,  the Board of Directors  may authorize any officer or agent of
the  corporation  to  enter  into any  contract,  or  execute  and  deliver  any
instrument in the name of, and on behalf of the corporation.  Such authority may
be general or confined to specific instances.  Unless so authorized, no officer,
agent or employee shall have any power to bind the  corporation for any purpose,
except as may be necessary to enable the  corporation to carry on its normal and
ordinary course of business.

                                      -16-

         10.2 LOANS.  No loans shall be contracted on behalf of the  corporation
and no negotiable paper or other evidence of indebtedness shall be issued in its
name  unless  authorized  by the Board of  Directors.  When so  authorized,  any
officer or agent of the  corporation  may effect  loans and advances at any time
for  the  corporation  from  any  bank,  trust  company  or  institution,  firm,
corporation  or  individual.  An  agent  so  authorized  may  make  and  deliver
promissory  notes or other evidence of  indebtedness  of the corporation and may
mortgage,  pledge, hypothecate or transfer any real or personal property held by
the corporation as security for the payment of such loans.  Such  authority,  in
the Board of  Directors  discretion,  may be general  or  confined  to  specific
instances.

         10.3  CHECKS.  Checks,  notes,  drafts and  demands  for money or other
evidence of indebtedness  issued in the name of the corporation  shall be signed
by such person or persons as  designated  by the Board of  Directors  and in the
manner prescribed by the Board of Directors.

         10.4  DEPOSITS.  All funds of the  corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

                                   ARTICLE XI
                                   FISCAL YEAR

         The  fiscal  year of the  corporation  shall  be the  year  adopted  by
resolution of the Board of Directors.

                                   ARTICLE XII
                                 CORPORATE SEAL

         The Board of  Directors  may  provide a  corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words "CORPORATE SEAL."

                                  ARTICLE XIII
                                   AMENDMENTS

         Any Article or  provision  of these  Bylaws may be altered,  amended or
repealed at any time, or new Bylaws may be adopted at any time, by a majority of
the  directors  present  at  any  meeting  of  the  Board  of  Directors  of the
corporation at which a quorum is present, in the sole and absolute discretion of
the Board of Directors.

                                      -17-

                                   ARTICLE IVX
                              ADDITIONAL COMMITTEES

         14.1 APPOINTMENT.  Notwithstanding Article V, the Board of Directors by
resolution  adopted by a majority of the full Board,  may  designate one or more
additional committees, each committee to consist of one or more of the directors
of the corporation. The designation of such committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors,  or any member
thereof, of any responsibility imposed by law.

         14.2  AUTHORITY.  Any such  additional  committee,  when  the  Board of
Directors is not in session  shall have and may exercise all of the authority of
the Board of Directors  except to the extent,  if any, that such authority shall
be limited by the  resolution  appointing the committee and except also that the
committee shall not have the authority of the Board of Directors in reference to
declaring dividends and distributions, recommending to the stockholders that the
Articles of  Incorporation  be amended,  recommending  to the  stockholders  the
adoption of a plan of merger or consolidation, filling vacancies on the Board of
Directors or any committee  thereof,  recommending to the stockholders the sale,
lease or other  disposition  of all or  substantially  all of the  property  and
assets of the corporation  otherwise than in the usual and regular course of its
business,  recommending  to the  stockholders  a  voluntary  dissolution  of the
corporation  or a  revocation  thereof,  authorize  or approve  the  issuance or
reacquisition of shares, or amending the Bylaws of the corporation.

         14.3  TENURE  AND  QUALIFICATIONS.   Each  member  of  such  additional
committee  shall hold office until the next regular  annual meeting of the Board
of Directors following the designation of such member and until his successor is
designated as a member of such committee and is elected and qualified.

         14.4 MEETINGS. Regular meetings of any additional committee may be held
without  notice at such time and  places as the  committee  may fix from time to
time by resolution.  Special meetings of any additional  committee may be called
by any member  thereof  upon not less than one day's  notice  stating the place,
date and hour of the  meeting,  which  notice  may be  written  or oral,  and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the committee at his business address.  Any member of
any such  additional  committee may waive notice of any meeting and no notice of
any  meeting  need be given to any member  thereof  who  attends in person.  The
notice of a meeting of any such additional committee need not state the business
proposed to be transacted at the meeting.

         14.5 QUORUM.  A majority of the members of a committee shall constitute
a quorum for the transaction of business at any meeting thereof,  and any action
of such  committee must be authorized by the  affirmative  vote of a majority of
the members present at a meeting at which a quorum is present.

         14.6 INFORMAL  ACTION BY A COMMITTEE.  Any action required or permitted
to be taken by a  committee  at a meeting  may be taken  without a meeting  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the members of the committee entitled to vote with respect to the subject matter
thereof.

         14.7  VACANCIES.  Any  vacancy  in  a  committee  may  be  filled  by a
resolution adopted by a majority of the full Board of Directors.

                                      -18-

         14.8 RESIGNATIONS AND REMOVAL. Any member of a committee may be removed
at any time with or without  cause by  resolution  adopted by a majority  of the
full  Board of  Directors.  Any  member  of a  committee  may  resign  from such
committee at any time by giving  written notice to the President or Secretary of
the corporation,  and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         14.9 PROCEDURE.  A committee  shall elect a presiding  officer from its
members and may fix its own rules of procedure  which shall not be  inconsistent
with these Bylaws.  It shall keep regular  minutes of its proceedings and report
the same to the Board of Directors for its  information  at the meeting  thereof
held next after the proceedings shall have been taken.

                                   ARTICLE XV
                                EMERGENCY BYLAWS

         The  Emergency  Bylaws  provided in this  Article XV shall be operative
during any emergency in the conduct of the business of the corporation resulting
from  an  attack  on the  United  States  or any  nuclear  or  atomic  disaster,
notwithstanding  any different provision in the preceding articles of the Bylaws
or in the Articles of  Incorporation of the corporation or in the Nevada Revised
Statutes.  To the extent not  inconsistent  with the provisions of this article,
the Bylaws provided in the preceding articles shall remain in effect during such
emergency  and upon its  termination  the  Emergency  Bylaws  shall  cease to be
operative. During any such emergency:

                  (A) A meeting of the Board of  Directors  may be called by any
officer  or  director  of the  corporation.  Notice of the time and place of the
meeting  shall  be  given  by the  person  calling  the  meeting  to such of the
directors  as  it  may  be  feasible  to  reach  by  any   available   means  of
communication. Such notice shall be given at such time in advance of the meeting
as circumstances permit in the judgment of the person calling the meeting.

                  (B) At any such  meeting of the Board of  Directors,  a quorum
shall consist of the number of directors in attendance at such meeting.

                  (C) The Board of  Directors,  either before or during any such
emergency,  may,  effective in the  emergency,  change the  principal  office or
designate  several  alternative   principal  offices  or  regional  offices,  or
authorize the officers so to do.

                  (D) The Board of  Directors,  either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event  that  during  such an  emergency  any or all  officers  or  agents of the
corporation  shall for any reason be rendered  incapable  of  discharging  their
duties.

                  (E) No officer, director or employee acting in accordance with
these  Emergency  Bylaws  shall be liable  except  for  willful  misconduct.  No
officer,  director,  or employee  shall be liable for any action taken by him in
good faith in such an emergency in furtherance of the ordinary  business affairs
of the corporation even though not authorized by the Bylaws then in effect.

                                      -19-

                  (F)  These  Emergency  Bylaws  shall be  subject  to repeal or
change  by  further  action  of the  Board  of  Directors  or by  action  of the
stockholders,  but no such repeal or change shall modify the  provisions  of the
next  preceding  paragraph with regard to action taken prior to the time of such
repeal or change.  Any amendment of these Emergency  Bylaws may make any further
or different provision that may be practical and necessary for the circumstances
of the emergency.

                                   CERTIFICATE

         I hereby  certify  that the  foregoing  Amended  and  Restated  Bylaws,
consisting of 19 pages,  including  this page,  constitute the Bylaws of GENEMAX
CORP, as in effect on December 16, 2003.

                                            ____________________, President

                                            ____________________, Secretary

                                      -20-

                                                                    EXHIBIT 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                   PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                           RULE 13a-14(a) OR 15d-14(a)

I, Ronald L. Handford, certify that:

1.                I have  reviewed  this annual report on Form 10-KSB of GeneMax
                  Corp.;

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  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 registrant'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  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:  April 14, 2004                By: /s/ RONALD L. HANDFORD
                                         _______________________________________
                                          Ronald L. Handford
                                          President, Chief Executive Officer
                                          and Director

                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                   PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                           RULE 13a-14(a) OR 15d-14(a)

I, Grant R. Atkins, certify that:

1.                I have  reviewed  this annual report on Form 10-KSB of GeneMax
                  Corp.;

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  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 registrant'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  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: April 14, 2004                 /s/ GRANT R. ATKINS
                                       _________________________________
                                       Grant R. Atkins
                                       Chief Financial Officer/Treasurer

                                                                    EXHIBIT 32.1

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

         In connection  with the annual report of GeneMax Corp.  (the "Company")
on Form  10-KSB  for fiscal  year ended  December  31,  2003,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Ronald L.
Handford,  Chief Executive  Officer of the Company,  and Grant R. Atkins,  Chief
Financial  Officer of the Company,  each  certifies for the purpose of complying
with Rule  13a-14(b) or Rule  15d-14(b) of the  Securities  Exchange Act of 1934
(the  "Exchange  Act") and Section  1350 of Chapter 63 of Title 18 of the United
States Code, that:

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

 Date:  April 14, 2004           /s/ RONALD L. HANDFORD
                                 _______________________________________________
                                 Ronald L. Handford
                                 President, Chief Executive Officer and Director

 Date: April 14, 2004            /s/ GRANT R. ATKINS
                                 _______________________________________________
                                 Grant R. Atkins
                                 Chief Financial Officer/Treasurer

                                                                    EXHIBIT 99.1

                           CHARTER OF AUDIT COMMITTEE

                          OF THE BOARD OF DIRECTORS OF

                                  GENEMAX CORP.

ORGANIZATION

         This Charter  governs the operations of the Audit  Committee of GeneMax
Corp., a Nevada corporation (the "Company").  The purpose of the Audit Committee
is to oversee the  accounting and financial  reporting  processes of the Company
and the audits of the  financial  statements  of the Company and to perform such
other duties as directed by the Board of Directors.  The Audit  Committee  shall
review and reassess the Charter at least annually and obtain the approval of the
Board of Directors of the Company.  The Audit Committee shall meet at least four
times per year.

         The Audit Committee  shall be appointed by the Board of Directors,  and
shall consist of at least three directors.  The Board of Directors shall appoint
one member of the Audit Committee as chairperson. He or she shall be responsible
for presiding  over the meetings and  reporting to the Board of  Directors.  The
chairperson shall also maintain regular liaison with the Chief Executive Officer
and the Chief Financial  Officer of the Company,  and the lead independent audit
partner.

         All Audit Committee  members shall be financially  literate and able to
read and  understand  fundamental  financial  statements,  including a company's
balance sheet,  income  statement and cash flow  statement.  At least one member
shall  have past  employment  experience  in finance  or  accounting,  requisite
professional  certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.

         Each member of the Audit  Committee  shall be independent of management
and the Company and shall: (i) be free of any relationship which, in the opinion
of the Board of  Directors,  would  interfere  with the exercise of  independent
judgment  in carrying  out the  responsibilities  of a  director;  (ii) meet the
definition of "independent  director" as set forth in the  Marketplace  Rules of
The Nasdaq Stock Market;  (iii) meet the criteria for  independence set forth in
Rule 10A-3(b)(1) under the Securities  Exchange Act of 1934, as amended (subject
to the exceptions  provided in Rule 10A-3(c);  and (iv) not have participated in
the  preparation  of the  financial  statements  of the  Company or any  current
subsidiary of the Company at any time during the past two years.

STATEMENT OF POLICY

         The Audit Committee shall provide  assistance to the Board of Directors
in fulfilling their oversight  responsibilities  to the shareholders,  potential
shareholders,  the investment  community,  and others  relating to the Company's
financial  statements  and the  financial  reporting  process,  the  systems  of
internal  accounting and financial  controls,  the internal audit function,  the
annual independent audit of the Company's  financial  statements,  and the legal
compliance  and  ethics  programs  established  by  management  and the Board of
Directors.

         The Audit Committee is expected to maintain free and open communication
(including  private  executive  sessions at least annually) with the independent
accountants  and the management of the Company.  In  discharging  this oversight
role, the Audit  Committee is empowered to investigate any matter brought to its
attention with full access to all books, records,  facilities,  and personnel of
the Company and the power to retain  outside  counsel or other  experts for this
purpose.  Subject  to the  exemptions  provided  in  Rule  10A-3(c),  the  Audit
Committee has the authority to engage independent counsel and other advisers, as
it deems necessary to carry out its duties.  Subject to the exemptions  provided
in  Rule  10A-3(c),  the  Company  will  provide  for  appropriate  funding,  as
determined by the Audit  Committee,  in its capacity as a committee of the Board
of  Directors,  for  payment  of:  (i)  compensation  to any  registered  public
accounting  firm engaged for the purpose of preparing or issuing an audit report
or  performing  other audit,  review or attest  services  for the Company;  (ii)
compensation to any advisers  employed by the Audit Committee under the previous
sentence; and (iii) ordinary administrative expenses of the Audit Committee that
are necessary or appropriate in carrying out its duties.

RESPONSIBILITIES AND PROCESSES

         The primary  responsibility  of the Audit  Committee  is to oversee the
Company's  financial  reporting  process on behalf of the Board of Directors and
report the results of their activities to the Board of Directors.  Management is
responsible  for  preparing  the  Company's   financial   statements,   and  the
independent  auditors are responsible for reviewing and auditing those financial
statements.  The Audit Committee as carrying out its  responsibilities  believes
its policies and procedures  should remain  flexible,  in order to best react to
changing  conditions  and  circumstances.  The Audit  Committee  should take the
appropriate  actions to set the overall  corporate "tone" for quality  financial
reporting, sound business risk practices, and ethical behavior.

         The following shall be the principal  recurring  processes of the Audit
Committee in carrying out its oversight responsibilities.  The processes are set
forth as a guide with the understanding  that the Audit Committee may supplement
them as appropriate.

         INDEPENDENT  AUDITOR  EVALUATION  AND  APPROVAL OF AUDIT AND  NON-AUDIT
         SERVICES

         o The  Audit   Committee   shall  have  the  ultimate   authority   and
           responsibility  to evaluate  and,  where  appropriate,  recommend the
           replacement of the  independent  auditors.  The Audit Committee shall
           ensure that (pursuant to and subject to the  exceptions  contained in
           Section 10A(i) of the Exchange Act) before an independent  auditor is
           engaged by the Company to render  audit or  non-audit  services,  the
           engagement  is approved by the Audit  Committee or the  engagement to
           render the service is entered into pursuant to pre-approved  policies
           and  procedures  established  by  the  Audit  Committee  pursuant  to
           Regulation S-X, Item 2-01(c)(7)(i).  The Audit Committee may delegate
           to one or more  designated  members  of the Audit  Committee  who are
           independent  directors  of the Board of  Directors  the  authority to
           grant pre-approvals required by this paragraph.  The decisions of any
           member  to whom  authority  is  delegated  under  this  paragraph  to
           pre-approve  any activity under this paragraph  shall be presented to
           the full Audit Committee at each of its scheduled meetings. Annually,
           the  Audit  Committee  shall  review  and  recommend  to the Board of
           Directors  the  selection  of  the  Company's  independent  auditors,
           subject to shareholder approval.

         o The Audit  Committee is  authorized to approve a director of internal
           audit  and  review   and  have  veto  power  over  the   appointment,
           replacement,  reassignment  or  dismissal of the director of internal
           audit.

         PLANNING AND REVIEWING AUDITING ACTIVITIES

         o The  Audit  Committee  shall  maintain  a  clear  understanding  with
           management  of the  Company  and the  independent  auditors  that the
           independent  auditors  are  ultimately  accountable  to the  Board of
           Directors  and  the  Audit  Committee,   as  representatives  of  the
           Company's  shareholders.  The Audit  Committee shall discuss with the
           auditors their  independence  from management and the Company and the
           matters  included  in  the  written   disclosures   required  by  the
           Independence  Standards Board. The Audit Committee shall discuss with
           the  independent  auditors  the  overall  scope  and  plans for their
           respective   audits,   including   the   adequacy  of  staffing   and
           compensation. Also, the Audit Committee shall discuss with management
           and the independent  auditors the adequacy and  effectiveness  of the
           accounting and financial controls,  including the Company's system to
           monitor and manage  business risk,  and legal and ethical  compliance
           programs. Further, the Audit Committee shall meet separately with the
           independent auditors, with and without management present, to discuss
           the results of their examinations.

         o The Audit  Committee  shall receive from the  independent  auditors a
           formal  written   statement   (including  the  written   disclosures)
           delineating all  relationships  between the independent  auditors and
           the Company,  consistent with  Independence  Standards Board Standard
           No. 1, and actively engage in dialogue with the independent  auditors
           with  respect  to the  independent  auditors'  independence  and  any
           disclosed  relationships  or services that may impact the objectivity
           and  independence  of  the  independent   auditors,   and  taking  or
           recommending  that the Board of Directors take appropriate  action to
           oversee the independence of the independent auditors.

         o The  Audit   Committee   shall  oversee  the   independent   auditors
           relationship  by: (i) discussing  with the  independent  auditors the
           nature,  scope and rigor of the audit  process;  (ii)  receiving  and
           reviewing audit and other reports from the independent auditors;  and
           (iii)  providing  the  independent  auditors full access to the Audit
           Committee  and  the  Board  of  Directors  to  report  on any and all
           appropriate matters.  Such reports shall include any reports from the
           independent auditors concerning: (i) all critical accounting policies
           and  practices  to  be  used;   (ii)  all   significant  or  material
           alternative  treatments  of financial  information  within  generally
           accepted   accounting   principles  that  have  been  discussed  with
           management,  ramifications of the use of such alternative disclosures
           and  treatments,  and  the  treatment  preferred  by the  independent
           auditor; and (iii) other material written  communications between the
           independent  auditor  and  management  of the  Company,  such  as any
           management letter of schedule of unadjusted differences.

         REVIEW OF UNAUDITED AND AUDITED FINANCIAL STATEMENTS

         o The Audit  Committee  shall review the interim  financial  statements
           with management and the  independent  auditors prior to the filing of
           the  Company's  Quarterly  Reports on Form  10-QSB.  Also,  the Audit
           Committee  shall discuss the results of the quarterly  review and any
           other matters  required to be  communicated to the Audit Committee by
           the independent auditors under generally accepted auditing standards.
           The chairperson of the Audit Committee may represent the entire Audit
           Committee for the purposes of this review.

         o The Audit  Committee shall review with management and the independent
           auditors the  financial  statements  to be included in the  Company's
           Annual  Report on Form 10-KSB,  including  their  judgment  about the
           quality,  not  just  acceptability,  of  accounting  principles,  the
           reasonableness  of  significant  judgments,  and the  clarity  of the
           disclosures in the financial  statements.  Also, the Audit  Committee
           shall  discuss the results of the annual audit and any other  matters
           required to be communicated to the Audit Committee by the independent
           auditors under generally accepted auditing standards.

           These discussions should include the independent  auditors' judgments
           about  the   quality   of  the   Company's   accounting   principles,
           applications  and  practices as applied in its  financial  reporting,
           including  such  matters as the  consistency  of  application  of the
           Company's   accounting   policies,   the  clarity,   consistency  and
           completeness of the Company's accounting information contained in the
           financial statements and related  disclosures,  and items that have a
           significant    impact   on   the    representational    faithfulness,
           verifiability,   neutrality   and   consistency   of  the  accounting
           information included in the financial  statements.  Examples of items
           that may have such an impact are:  (i)  selection  of new, or changes
           to, accounting policies; (ii) estimates, judgments and uncertainties;
           (iii) unusual  transactions;  (iv)  accounting  policies  relating to
           significant  financial  statement  items,  including  the  timing  of
           transactions  and  the  period  in  which  they  are  recorded;   (v)
           significant adjustments; and (vi) disagreements with management.

         REVIEW OF CONFLICTS OF INTEREST/LITIGATION

         o The Audit  Committee  shall review  policies and procedures  covering
           officers' expense accounts and prerequisites,  including their use of
           corporate  assets,  and  consider  the results of any review of those
           areas by the internal auditor or the independent auditors.

         o The  Audit  Committee  shall  conduct  an  appropriate  review of all
           related  party  transactions  required  to be  disclosed  pursuant to
           Regulation  S-K, Item 404 of the  Securities Act of 1933, as amended,
           for potential conflict of interest situations on an ongoing basis and
           approving all such transactions.

         o The Audit  Committee  shall  discuss  with  management  the status of
           pending  litigation  as it pertains to the financial  statements  and
           disclosure, and other areas of oversight as the Audit Committee deems
           appropriate.

         COMPLIANCE  WITH  LAW AND  PROCEDURES  FOR  HANDLING  COMPLAINTS  ABOUT
         ACCOUNTING MATTERS

         o The Audit  Committee  shall review legal and regulatory  matters that
           may have a material  effect on the  Company's  financial  statements,
           compliance policies and programs and reports from regulators.

         o The Audit Committee  shall establish  procedures for (i) the receipt,
           retention  and  treatment  of  complaints  received  by  the  Company
           regarding  accounting,   internal  accounting  controls  or  auditing
           matters; and (ii) the confidential, anonymous submission by employees
           of the  Company of  concerns  regarding  questionable  accounting  or
           auditing  matters  (subject  to  the  exemptions   provided  in  Rule
           10A-3(c)).

         PERIODIC REPORTS TO THE BOARD OF DIRECTORS

         o The Audit  Committee  shall  review the  annual  budget  prepared  by
           management  and make  recommendations  as indicated to management and
           the Board of Directors.

         o The Audit  Committee  shall  report  its  activities  to the Board of
           Directors and issue annually a report.

         o The Audit  Committee  shall  review and update the Audit  Committee's
           charter annually.

RESPONSIBILITIES OF OTHERS

         While the Audit Committee has the responsibilities and powers set forth
in this Charter,  it is not the duty of the Audit Committee to prepare financial
statements,  to plan or  conduct  audits  or to  determine  that  the  Company's
financial  statements  and  disclosures  are  complete  and  accurate and are in
accordance with generally accepted accounting principles and applicable rule and
regulations.  These are the  responsibilities  of management and the independent
auditors.

         Dated: February 13, 2004