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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2004

                                       or

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

For the transition period from

                         Commission File Number: 0-27239

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

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

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

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

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

                                 [X] Yes [ ] No

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

            Class                           Outstanding at June 30, 2004
            _____                           ____________________________

Common Stock, $0.001 par value                       20,098,875

                                       i

                                   FORM 10-QSB
                                      INDEX

Part I -- FINANCIAL INFORMATION

         Item 1.  Financial Statements
                  Consolidated Balance Sheets, June 30, 2004
                  (unaudited) and December 31, 2003                           1

                  Consolidated Statements of Operations for the
                  six months and three months ended June 30, 2004
                  and 2003 (unaudited) and for the period from
                  July 27, 1999 (inception) to June 30, 2004 (unaudited)      2

                  Consolidated Statements of Cash Flows for the
                  six months ended June 30, 2004 and 2003 (unaudited)
                  and for the period from  July 27,  1999  (inception)
                  to June  30,  2004 (unaudited)                              3

                  Notes to Interim Consolidated Financial Statements          5

         Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                    14

         Item 3.  Controls and Procedures                                    17

Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                          18

         Item 2.  Changes in Securities and Use of Proceeds                  18

         Item 3.  Defaults Upon Senior Securities                            19

         Item 4.  Submission of Matters to a Vote of Security Holders        19

         Item 5.  Other Information                                          19

         Item 6.  Exhibits and Reports on Form 8-K                           19

                                       ii

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                       INTERIM CONSOLIDATED BALANCE SHEETS

                                                                                            December 31,
                                                                          June 30, 2004         2003
________________________________________________________________________________________________________
                                                                           (unaudited)
                                                                                       
                                     ASSETS

CURRENT ASSETS
   Cash                                                                   $   145,012        $   19,451
   Prepaid expenses                                                             2,797             1,033
_______________________________________________________________________________________________________
                                                                              147,809            20,484

FURNITURE AND EQUIPMENT, (Note 4)                                              52,921            72,722

DEFERRED FINANCE FEES (Notes 2 and 5)                                         197,276                 -
_______________________________________________________________________________________________________
                                                                          $   398,006        $   93,206
=======================================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                               $   790,456        $  661,755
   Convertible notes payable (Note 5)                                         452,100                 -
   Due to related parties (Note 6)                                            132,334            75,196
_______________________________________________________________________________________________________
                                                                            1,374,890           736,951
_______________________________________________________________________________________________________

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

STOCKHOLDERS' EQUITY
   Capital stock  (Note 7)
      Common stock, $0.001 par value, 50,000,000 shares authorized
       20,098,875 shares issued and outstanding (2003 - 18,808,034)            20,099            18,808
   Additional paid-in capital                                               9,128,993         8,401,949
   Common stock purchase warrants                                             857,085           734,085
   Deficit accumulated during the development stage                       (10,942,060)       (9,751,665)
   Accumulated other comprehensive income (loss)                              (41,001)          (46,922)
_______________________________________________________________________________________________________
                                                                             (976,884)         (643,745)
_______________________________________________________________________________________________________
                                                                          $   398,006        $   93,206
=======================================================================================================

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

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                                                                                                               July 27, 1999
                                                                                                                (inception)
                                              Three months ended June 30,       Six months ended June 30,       to June 30,
                                                 2004             2003            2004            2003             2004
___________________________________________________________________________________________________________________________

INTEREST INCOME                               $         -     $          -     $         -     $         -     $     26,571
___________________________________________________________________________________________________________________________

   Consulting fees                                  3,000           28,718          14,832          84,718          635,692
   Consulting fees - stock based (Note 7)          14,375          549,625          26,250         561,500        2,777,525
   Depreciation                                     9,733           10,731          19,801          21,413          141,307
   License fees                                       214                -          61,454               -          268,697
   Management fees                                 39,078           56,844         106,940         111,690          821,512
   Office and general                              72,566          244,589         165,980         610,346        1,333,007
   Professional fees                              147,326           68,444         258,052         154,198        1,045,960
   Research and development                       232,384          293,871         483,984         568,647        3,131,668
   Research and development-stock based                 -                -               -               -          612,000
   Travel                                           2,645           27,569          53,102          42,527          195,663
___________________________________________________________________________________________________________________________

                                                  521,321        1,280,391       1,190,395       2,155,039       10,963,031
___________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                       $  (521,321)    $ (1,280,391)    $(1,190,395)    $(2,155,039)    $(10,936,460)
===========================================================================================================================

BASIC NET LOSS PER SHARE                      $     (0.03)    $      (0.08)    $     (0.06)    $     (0.13)
==========================================================================================================

WEIGHTED AVERAGE                               20,098,820       16,813,123      19,763,890      16,535,591

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

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

                                  GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                             July 27, 1999
                                                             Six months Ended June 30       (inception) to
                                                              2004              2003         June 30 2004
_________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                  $(1,190,395)     $(2,155,039)     $(10,942,060)
  Adjustments to reconcile net loss to net cash from
  operating activities:
  - depreciation                                                19,801           21,413           141,307
  - non-cash interest and finance fees                           5,800                -             5,800
  - non-cash consulting fees                                         -                -             5,750
  - non-cash license fees                                            -                -            10,500
  - stock-based compensation                                    26,250          561,500         3,389,525
  - prepaid expenses                                            (1,764)               -             3,203
  - accounts payable                                           238,786          228,314           886,257
_________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                         (901,522)      (1,343,812)       (6,499,718)
_________________________________________________________________________________________________________
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchase of furniture and equipment                                -             (806)         (194,228)
  Pre reverse acquisition advances from Eduverse                     -                -           250,000
  Cash acquired on reverse acquisition of Eduverse                   -                -           173,373
_________________________________________________________________________________________________________
NET CASH FROM (USED IN) INVESTING ACTIVITIES                         -             (806)          229,145
_________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock           550,000          494,000         5,695,360
  Deferred finance fees                                        (85,976)               -           (85,976)
  Convertible loans payable                                    500,000                -           500,000
  Loans payable                                                      -                -           136,245
  Advances from related parties                                 57,138          280,169           210,957
_________________________________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES                     1,021,162          774,169         6,456,586
_________________________________________________________________________________________________________
EFFECT OF EXCHANGE RATE CHANGES                                  5,921          (25,936)          (41,001)
_________________________________________________________________________________________________________
INCREASE (DECREASE) IN CASH                                    125,561         (596,385)          145,012

CASH, BEGINNING OF PERIOD                                       19,451          642,589                 -
_________________________________________________________________________________________________________
CASH, END OF PERIOD                                        $   145,012      $    46,204      $    145,012
=========================================================================================================

SIGNIFICANT OTHER NON-CASH TRANSACTIONS:

    The Company  issued  52,900  shares of common stock on the exercise of stock
   options at $1.00 per share and  304,370  shares of common  stock at $0.50 per
   share for  consideration of the settlement and assignment of amounts owing by
   the company totaling $205,085 as described in Note 7.

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

                                 GENEMAX CORP.
                          (A DEVELOPMENT STAGE COMPANY)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004
________________________________________________________________________________
                                   (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

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

The consolidated financial statements have been prepared on the basis of a going
concern which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company has a working capital
deficiency  of  $1,227,081,  a capital  deficiency  of $976,884 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.

UNAUDITED INTERIM FINANCIAL STATEMENTS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES AND ASSUMPTIONS

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

FURNITURE AND EQUIPMENT

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

DEFERRED FINANCE FEES

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

RESEARCH AND DEVELOPMENT COSTS

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

NET LOSS PER COMMON SHARE

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

FOREIGN CURRENCY TRANSLATION

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

INCOME TAXES

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

STOCK-BASED COMPENSATION

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

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

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

                                            For the six months ended June 30,
                                                 2004              2003
                                             ____________      ____________

     Net loss for the period as reported     $ (1,190,395)     $ (2,155,039)
     SFAS 123 compensation expense                (33,500)                -
                                             ______________________________
     Pro-forma net loss for the period       $ (1,223,895)     $ (2,155,039)
                                             ==============================
     Pro-forma basic net loss per share      $      (0.06)     $      (0.13)
                                             ==============================

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

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

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

NOTE 3 - RESEARCH AND OTHER AGREEMENTS

UNIVERSITY OF BRITISH COLUMBIA ("UBC")

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

patents will be the  responsibility of GPI. The technology  remains the property
of UBC,  however,  it may be utilized and improved by GPI.  Concurrent  with the
execution of the license the head researcher at UBC became a director of GPI.

GPI and UBC  entered  into a  Collaborative  Research  Agreement  ("CRA")  dated
September  1,  2000  appointing  UBC to carry  out  further  development  of the
licensed  technology  and  providing  GPI the  option to  acquire  the rights to
commercialize   any  additional   technologies   developed  within  the  CRA  in
consideration for certain funding commitments totaling CAN$498,980 to be paid in
four equal  installments of CAN$124,725 due upon execution of the CRA, September
30, 2000, January 1, 2001 and March 31, 2001 of which $374,215 was paid. Through
a series of  amendments  between  November 28, 2000 and  September 9, 2002,  the
funding  commitment  was  increased  to a  total  of  CAN$  2,973,049  of  which
CAN$991,515  was to be paid for the year ended December 31, 2002,  CAN$1,135,801
to be paid in 2003  and  CAN$471,518  to be paid in 2004.  As at June  30,  2004
CAN$235,759  (December 31, 2003 - CAN$471,518) 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. Although the current contract
period ends on August 31, 2004, the Company anticipates negotiating an amendment
for an extension of the contract with UBC in the near future.

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

CANADIAN NETWORK FOR VACCINES AND IMMUNOTHERAPEUTICS OF CANCER AND CHRONIC VIRAL
DISEASES ("CANVAC")

Effective  January 1, 2001 GPI and UBC entered into a one-year Network Affiliate
Agreement  with CANVAC (the "CANVAC  Agreement")  whereby CANVAC would provide a
grant to GPI and UBC to further fund the research  activities in connection with
the CRA.  Under  the  terms of the  CANVAC  Agreement,  CANVAC  would  provide a
CAN$85,000  research grant to UBC upon GPI contributing  CAN$117,300 towards the
UBC  research.  The amounts paid by GPI do not qualify as amounts paid under the
CRA funding schedule outlined above. During 2001, all amounts required under the
CANVAC  agreement  were paid to UBC by GPI.  During  2002 CANVAC  contributed  a
further  CAN$56,100 to continue  funding the research  activities until June 30,
2003. As at June 30, 2004 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 totaling  450,000

Euros. To December 31, 2003 the Company had made all payments  required totaling
$115,490  (100,000  Euros) and a further  $60,864 was incurred  during the first
quarter of 2004 leaving  $60,864  (50,000 Euros) owing as at June 30, 2004 and a
further 50,000 Euros are payable during the remainder of 2004 under the terms of
the agreement.

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

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

NOTE 4 - FURNITURE AND EQUIPMENT

                                          (unaudited)
                                           June 30,      December 31,
                                             2004            2003
                                           ________________________

     Office furniture and equipment        $  10,425      $  10,425
     Laboratory equipment                    183,803        183,803
                                           ________________________
                                             194,228        194,228
     Less: accumulated depreciation         (141,307)      (121,506)
                                           ________________________
                                           $  52,921      $  72,722
                                           ========================

NOTE 5 - CONVERTIBLE NOTES PAYABLE

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

expensed  over the term of the  convertible  promissory  notes or the  remaining
unamortized  amount  will be  charged to  stockholders'  equity if the notes are
converted.  As of June 30, 2004,  $3,700 of the deferred  finance fees have been
expensed.  As at June 30, 2004 $1,667 of accrued and unpaid interest is included
in accounts payable.

The fair value of the convertible  promissory notes at issuance was estimated to
be  $450,000  based  on an  estimated  fair  value  interest  rate on debt  with
comparable  risk  profiles  of 20%.  As a result,  the fair  value of the equity
component of this  instrument  (comprised of the common stock purchase  warrants
and the debt conversion feature) was estimated to be the remaining $50,000.  The
equity component was attributed  entirely to the common stock purchase  warrants
and recorded as a separate  component of stockholders'  equity as the conversion
feature  did not to have a  beneficial  intrinsic  value and its fair  value was
otherwise  determined  not to be  material.  The  Company  will record a further
interest  expense  over the  term of the  notes of  $50,000  resulting  from the
difference  between  the  stated  and fair  value  interest  rates such that the
carrying  value of the notes will be  increased to the face value of $500,000 at
maturity. To June 30, 2004 a further interest expense of $2,100 has been accrued
resulting in a carrying value of the notes of $452,100.

NOTE 6 - RELATED PARTY TRANSACTIONS

Effective  December 31, 2003 the Board of Directors of the Company  approved the
amendment of an existing  consulting  agreement  for  research  and  development
services and an existing  management  services agreement between the Company and
two  officers  and  directors  of the  Company.  Under the terms of the  amended
agreements,   the  two  directors  will  be  paid   CAN$15,158  and  CAN$13,375,
respectively,  commencing  January 1, 2004 for terms ending February 1, 2005 and
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.  As at June 30, 2004, Dr. Jefferies
owned or had rights to 17.6%  (December 31, 2003 - 19.4%) of the Company's fully
diluted shares of common stock.

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

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

The following amounts have been incurred to these related parties:

                                    Six months ended June 30,
                                      2004            2003
                                    ________________________

     Consulting fees                $       -       $ 22,500
     Management fees                   96,941         54,846
     Research and development          67,966         31,814
                                    ________________________
                                    $ 164,907       $109,160
                                    ========================

The  Company  has  total  commitments  relating  to  the  above  management  and
consulting  agreements  for the  years  ended  December  31,  2004  and  2005 of
approximately $226,000 and $114,000 respectively.

During the period ended June 30, 2004, GPI and the Company incurred  $164,907 in
fees to these related parties, made payments of $87,127 and reclassified $20,642
to accounts  payable  resulting in $132,334 owing to these related parties as at
June 30, 2004 (December 31, 2003 - $75,196).  Amounts due to related parties are
unsecured, non-interest bearing and have no specific terms of repayment.

Refer to Notes 3 and 8.

NOTE 7 - CAPITAL STOCK

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

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

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

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

STOCK OPTION PLAN

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

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

STOCK OPTIONS

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

In connection  with the reverse  acquisition of GPI, the Company granted a total
of  2,135,000  stock  options to previous  holders of stock  options of GPI with
terms and conditions  consistent with their original GPI stock options. Of these
stock  options,  150,000 are subject to straight line vesting for a period of 36
months  commencing  October 1, 2002.  The fair  value of these  incentive  stock
options will be recorded as compensation  expense over the vesting  period.  The
fair value of these options at the date of grant of $142,500 was estimated using
the  Black-Scholes  option pricing model with an expected life of three years, a
risk-free  interest  rate of 4% and an expected  volatility of 226%. To June 30,
2004 a total of $83,125  (December  31,  2003 - $59,375)  has been  recorded  as
consulting fees in connection with these options.

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

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

The Company's stock option activity is as follows:

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

     Balance, December 31, 2002        3,168,000         $  0.86             2.27 years
     Granted during the year           4,325,000            0.59
     Forfeited during the year          (420,000)           1.00
     Exercised during the year        (2,318,630)           0.61
                                       ___________________________________________________

     Balance, December 31, 2003        4,754,370            0.74             5.55 years
     Granted during the period           100,000            0.70
     Exercised during the period        (357,270)           0.57
                                       ___________________________________________________

     Balance, June 30, 2004            4,497,100         $  0.75             4.86 years
                                       ===================================================

SHARE PURCHASE WARRANTS

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

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

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

     Balance, December 31, 2003        1,076,535            1.89             1.53 years
     Issued during the period          1,398,810            0.68
     Exercised during the period               -               -
     Expired during the period            (2,000)           7.50
                                       ___________________________________________________

     Balance, June 30, 2004            2,473,345         $  1.20        1.44 years
                                       ===================================================

NOTE  8 - INCOME TAXES

There were no temporary  differences  between GPI's tax and financial bases that
result in deferred  tax assets,  except for the  Company's  net  operating  loss
carryforwards  amounting to approximately  $7,554,000 at June 30, 2004 (December
31, 2003 - $6,388,000)  which may be available to reduce  future year's  taxable
income.  These  carryforwards will expire, if not utilized,  commencing in 2008.
Management believes that the realization of the benefits from these deferred tax
assets  appears  uncertain due to the Company's  limited  operating  history and
continuing losses.  Accordingly a full,  deferred tax asset valuation  allowance
has been provided and no deferred tax asset benefit has been recorded.

NOTE  9 - CONTINGENT LIABLITY

GeneMax has requested that its transfer agent, X-Clearing Corp., deliver company
documents to a new transfer  agent.  X-Clearing  is claiming a security  lien on
company  documents.  The  amount  at issue  is not  determinable  at this  time.
Management  is in the process of assessing the validity of  X-Clearing's  claim.
This dispute is not currently in litigation.

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

          The  Company  has  raised  $4,758,850  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  plans to
continue with preclinical work in the next quarter, including the advancement of
the Molecular Medicine contract for production,  optimization and testing of the
cancer vaccine.  The company plans to raise at least US$5 million in the next 12
months to fund its programs.

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

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

RESULTS OF OPERATIONS

Three  Months  Ended June 30, 2004  Compared to Three Months Ended June 30, 2003
and Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

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

         Consulting fees for the quarter ended June 30, 2004 were $3,000 (2003 -
$28,718),  a decrease of 89%.  Consulting fess for the six months ended June 30,
2004 were  $14,832  (2003 -  $84,718),  a decrease  of  approximately  82%.  The
decreased  consulting  fees were  primarily the result of the reduction in the
use of consultants providing services to the Company.

         Consulting  fees - stock based for the quarter ended June 30, 2004 were
$14,375 (2003 - $549,625),  a decrease of 97%. Consulting fees - stock based for
the six months ended June 30, 2004 were $26,250 (2003 - $561,500), a decrease of
approximately  95%. The decreased  consulting  fees were primarily the result of
the reduction in stock option grants to consultants.

         License  fees for the  quarter  ended  June 30,  2004 were $214 (2003 -
$nil).  License fees for the six months ended June 30, 2004 were $61,454 (2003 -
$nil).  The  increase in license  fees  during the quarter  ended March 31, 2004
compared to the second quarter was the result of the semi-annual  billing of the
Crucell License fee.

         Management  fees for the quarter  ended June 30,  2004 were  $39,078 as
compared  to $56,844  during the  quarter  ended June 30,  2003,  a decrease  of
approximately  31%.  Management fees for the six months ended June 30, 2004 were
$106,940  (2003 -  $111,690),  a decrease of  approximately  4%. The decrease in
management  fees from the first to the second  quarter in 2004 was primarily the
result of the replacement of the Chief Financial Officer with one operating on a
part-time basis at a lower monthly rate, and the  commencement of the new CFO on
May 19, 2004.

         Office and general  expenses  for the quarter  ended June 30, 2004 were
$72,566 as compared  to  $244,589  during the  quarter  ended June 30,  2003,  a
decrease of  approximately  70%. Office and general  expenses for the six months
ended June 30, 2004 were $165,980 as compared to $610,346  during the six months
ended June 30, 2003, a decrease of  approximately  73%. The decreased office and
general expenses were primarily the result of a reduction in investor  relations
expenditures, including media production, mailing, and printing.

         Professional  fees for the quarter ended June 30, 2004 were $147,326 as
compared  to $68,444  during the  quarter  ended June 30,  2003,  an increase of
approximately  115%.  Professional  fees for the six months  ended June 30, 2004
were $258,052 as compared to $154,198 during the quarter ended June 30, 2003, an
increase of approximately  67%. The increased  professional  fees were primarily
the result of higher legal costs relating to potential financing opportunities.

         Research and  development  expenses for the quarter ended June 30, 2004
were $232,384 as compared to $293,871  during the quarter ended June 30, 2003, a
decrease of  approximately  20%.  Research and development  expenses for the six
months ended June 30, 2004 were $483,984 as compared to $568,647  during the six

months  ended June 30, 2003,  a decrease of  approximately  14%. The decrease in
research and development  expenses was primarily the result of reduced  contract
payments to Molecular Medicine.

         Travel  expenses  for the  quarter  ended June 30,  2004 were $2,645 as
compared to $27,569  during the  quarter  ended June 30,  2003,  , a decrease of
approximately  90%.  Travel expenses for the six months ended June 30, 2004 were
$53,102 as compared to $42,527  during the six months  ended June 30,  2003,  an
increase of approximately  25%. The decreased travel expenses during the quarter
ended June 30, 2004 were the result of decreased  travel  expenses for financing
and investor  relations  purposes  that were  incurred in 2003.  The increase in
travel  expenses  during the six months ended June 30, 2004,  were primarily the
result of increased  travel for financing and investor  relations  purposes that
were incurred in the quarter ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2004, the Company had $145,012 in cash.  Generally,  the
Company has  financed  operations  to date  through the  proceeds of the private
placement of equity and debt securities.  During the quarter ended June 30, 2004
the Company issued two unsecured  convertible  promissory notes in the principal
amount of $500,000, that bear interest at 8% per annum and are due twelve months
from the date of issue.  See Part II, Item 2. Changes in  Securities  and Use of
Proceeds.

         Net cash used in operating  activities during the six months ended June
30, 2004 was $901,522. The Company had no revenues during the quarter ended June
30, 2004. Expenditures were primarily the result of research and development and
professional fees.

         The  Company has recorded  $197,276 in deferred  finance fees.  Of this
amount $85,400, net of amortization of $3,700, was the result of the issuance of
the two unsecured  promissory  notes during the quarter ended June 30, 2004. The
remaining  $11,876 is the result of the Company's  attempts to raise  additional
capital through private  placements of shares of the Company's common stock. The
Company continues to seek additional financings from multiple sources.

         As of June  30,  2004,  we  anticipate  that we will  need  significant
financing  to enable  us to meet our  anticipated  expenditures  for the next 18
months, which is anticipated to be $6 million assuming a single Phase 1 clinical
trial commences within that time frame.

          The  Company  is  currently  in breach of the  Collaborative  Research
Agreement   with  UBC,   Research   License  and  Option   Agreement   with  UBC
(CDN$235,759.00 due June 1, 2004), Research License Agreement with Crucell (Euro
50,000  due  February  29,  2004)  and the  Production  Service  Agreement  with
Molecular  Medicine  ($15,000 due March 24, 2004) because of failure to make the
noted payments pursuant to these  agreements.  The Company's failure to cure the
breach of these  agreements  within  the time  frames  specified  may  result is
termination of these  agreements.  The termination any of these agreements would
have a material adverse effect upon the Company and its business.

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

         An  evaluation  was  conducted  under  the  supervision  and  with  the
participation of the Company's  management,  including  Ronald L. Handford,  the
Company's  Chief  Executive  Officer and Edward  Farrauto,  the Company's  Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure controls and procedures as of June 30, 2004. Based on that
evaluation,  Mr. Handford 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 six
months ended June 30, 2004 that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.

PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         GLOBAL SECURITIES LITIGATION

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

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

         NEVADA LITIGATION

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

         TRANSFER AGENT

The Company has requested that its transfer  agent,  X-Clearing  Corp.,  deliver
company  documents to a new transfer  agent.  X-Clearing  is claiming a security
lien on company documents. The amount at issue is not determinable at this time.
Management  is in the process of assessing the validity of  X-Clearing's  claim.
This dispute is not currently in litigation.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          During  the  quarter  ended  June 30,  2004,  the  Company  issued two
unsecured convertible  promissory notes (the `Notes") in the principal amount of
$300,000 to Bridges & Pipes LLC and  $200,000 to the Double U Fund Ltd.  Each of
the Notes bear  interest at 8% per annum and are due twelve months from the date
of issue.  The unpaid  amount of principal  and interest may be converted at any
time at the holder's option into shares of the Company's common stock at a price
of $0.60 per share.  The holders of the Notes were  collectively  granted common
stock purchase warrants entitling the holder to purchase an aggregate of 416,667

shares of the Company's  common stock at a price of $0.66 per share for a period
of 2 years. Duncan Capital LLC served as placement agent for this offering,  and
as such was granted an 8% commission on the sale of the  securities  and 125,000
common stock  purchase  warrants  with an estimated  fair value of $15,000.  The
warrants  entitle Duncan Capital LLC to purchase  83,333 shares of the Company's
common  stock at a price of $0.60 per  share for a period of 2 years and  41,667
shares of the Company's  common stock at a price of $0.66 per share for a period
of 2 years. The offering of the Notes was exempt from  registration  pursuant to
Regulation S and Rule 506 of  Regulation  D of the  Securities  Act of 1933,  as
amended. In the event that the Notes are converted to shares of our common stock
and the  warrants  are  exercised,  existing  shareholders  will be  subject  to
significant dilution.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

1.       Exhibits

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

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

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

2. Form 8-K

         None.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: August 16,  2004                   GENEMAX CORP.

                                         ____________________________
                                         Ronald L. Handford
                                         Chief Executive Officer

                                         ____________________________
                                         Edward Farrauto
                                         Chief Financial Officer

                                                                    EXHIBIT 31.1

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

I, Ronald Handford, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB 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(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(c) and  15d-15(e))  for the registrant and we
     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  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  officers 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 registrant's board of
     directors (or persons performing the equivalent function):

     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
          controls over financial reporting.

Date:    August 16, 2004

/s/
   ___________________________
   Ronald Handford
   Chief Executive Officer

                                                                    EXHIBIT 31.2

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

I, Edward Farrauto, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB 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(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(c) and  15d-15(e))  for the registrant and we
     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  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  officers 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 registrant's board of
     directors (or persons performing the equivalent function):

     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
          controls over financial reporting.

Date:    August 16, 2004

/s/
   ___________________________
   Edward Farrauto
   Chief Financial Officer

                                                                    EXHIBIT 32.1

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

         In connection  with the annual report of GeneMax Corp.  (the "Company")
on Form  10-QSB  for the  quarter  ended  March  31,  2004,  as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  Ronald L.
Handford,  Chief Executive Officer and Edward Farrauto,  Chief Financial Officer
of the Company,  each certifies for the purpose of complying with Rule 13a-14(b)
or Rule  15d-14(b) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:

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

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

 Date:  August 16, 2004
                                      /s/
                                          ______________________________________
                                          Ronald L. Handford, President,
                                          Chief Executive Officer

Date:  August 16, 2004
                                      /s/
                                         _______________________________________
                                         Edward Farrauto,
                                         Chief Financial Officer