SCHEDULE 14A INFORMATION
                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant Check the
appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2)
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                                  GENEMAX CORP.
                ________________________________________________
                (Name of Registrant as Specified in its Charter)

      ____________________________________________________________________
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No Fee Required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1) Title of each class of securities to which transaction applies:_______.
     (2) Aggregate number of securities to which  transaction  applies:________.
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
         filing fee is calculated and state how it was determined):_______.
     (4) Proposed maximum  aggregate value of  transaction:_____.
     (5) Total fee paid:_____.
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid previously.
     Identify the previous filing by registration  statement  number or the Form
     or Schedule and the date of its filing.
     (1) Amount previously paid:______
     (2) Form, Schedule or Registration Statement No.:______.
     (3) Filing Party:
     (4) Date Filed:

                                  GENEMAX CORP.

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                            TO BE HELD MARCH 31, 2004

     Notice is hereby  given  that a special  meeting of the  Shareholders  (the
"Special  Meeting") of GeneMax Corp., a Nevada  corporation (the "Company") will
be held at 2:00 p.m. local on March 31, 2004 at 1681 Chestnut Street, Suite 400,
Vancouver,   British   Columbia,   Canada  V6J  4M6,  and  any  adjournments  or
postponements thereof for the following purposes:

     1. To adopt an amendment  (the  "Amendment")  to the Company's  Articles of
Incorporation,  as amended (the "Articles"),  to increase the authorized capital
from 50,000,000 shares of common stock, par value $0.001 (the "Common Stock") to
300,000,000 shares of Common Stock; and

     2. To consider and act upon such other business as may properly come before
the Special Meeting or any adjournment thereof.

     The record date for the Special Meeting is March 1, 2004. Only shareholders
of record at the close of  business on March 1, 2004 shall be entitled to notice
of and to vote at the  Special  Meeting  or any  adjournments  or  postponements
thereof. This proxy statement,  accompanying Form of Proxy and Notice of Special
Meeting are first being mailed to shareholders on or about March 18, 2004.

     All  shareholders  are cordially  invited to attend the Special  Meeting in
person.  Whether or not you as a shareholder  attend the Special Meeting,  it is
important  that your shares be  represented  and voted at the  Special  Meeting.
Therefore,  it is advisable for you as a shareholder to promptly vote and submit
your  proxy  by  signing,  dating  and  returning  the  enclosed  proxy  in  the
accompanying  reply envelope.  If you decide to attend the Special Meeting,  you
will be able to vote in person even if you have previously submitted your proxy.

                                  By Order of the Board of Directors

                                  Ronald L. Handford, President and
                                  Chief Executive Officer

March 5, 2004
Vancouver, British Columbia
Canada

IF YOU DO NOT EXPECT TO BE PRESENT AT THE  SPECIAL  MEETING AND WISH YOUR SHARES
OF COMMON STOCK TO BE VOTED,  YOU ARE  REQUESTED  TO SIGN AND MAIL  PROMPTLY THE
ENCLOSED PROXY WHICH IS BEING  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  A
RETURN  ENVELOPE  WHICH  REQUIRES  NO POSTAGE IF MAILED IN THE UNITED  STATES IS
ENCLOSED FOR THAT PURPOSE.

                                  GENEMAX CORP.
                         1681 Chestnut Street, Suite 400
                          Vancouver, British Columbia
                                 Canada V6J 4M6

                                 PROXY STATEMENT
                                      Dated
                                  March 5, 2004

                         SPECIAL MEETING OF SHAREHOLDERS
                            TO BE HELD MARCH 31, 2004

                                    GENERAL

         This Proxy Statement is being furnished to the  shareholders of GeneMax
Corp., a Nevada  corporation (the "Company") in connection with the solicitation
of proxies by the board of directors  of the Company (the "Board of  Directors")
from  shareholders of outstanding  shares of Common Stock (the  "Shareholders'),
for use at the Special  Meeting of the  Shareholders  to be held at 2:00 P.M. on
March 31, 2004, at 2004 at 1681 Chestnut Street,  Suite 400, Vancouver,  British
Columbia,  Canada V6J 4M6, and any  adjournments or  postponements  thereof (the
"Special Meeting").

         The record date for the  Special  Meeting of  Shareholders  is March 1,
2004 (the "Record Date").  Only  shareholders of record at the close of business
on March 1, 2004  shall be  entitled  to  notice  of and to vote at the  Special
Meeting or any  adjournments or  postponements  thereof.  As of the Record Date,
19,703,748 shares of Common Stock were outstanding.  There was no other class of
voting  securities  outstanding at that date.  This Proxy  Statement,  Notice of
Special Meeting of Shareholders and the accompanying  Proxy Card are first being
mailed to shareholders on or about March 19, 2004.

         A  Shareholder  may  revoke his proxy at any time prior to the start of
the Special Meeting in one of three ways: (i) by delivering prior to the Special
Meeting a written notice of revocation to Mr. Ronald Handford, the President and
Chief Executive Officer of the Company,  at 2004 at 1681 Chestnut Street,  Suite
400,  Vancouver,  British  Columbia,  Canada V6J 4M6;  (ii) by submitting a duly
executed  proxy bearing a later date; or (iii) by attending the Special  Meeting
of  Shareholders  and  expressing the desire to vote in person the Common Shares
(attendance at the Special Meeting will not in and of itself revoke a proxy).

         Under Nevada law, the Shareholders of the shares of Common Stock of the
Company are not entitled to dissenter's  rights of appraisal with respect to the
proposed  Amendment  to the Articles of  Incorporation  in  connection  with the
increase in authorized capital.

                      VOTING SECURITIES AND VOTE REQUIRED

         Only  Shareholders  of record at the close of business on March 1, 2004
(the  "Record  Date") are entitled to notice of and to vote the shares of Common
Stock of the Company held by them on such date at the Special Meeting or any and
all adjournments thereof. As of the Record Date, there were 19,703,748 shares of
Common  Stock  issued and  outstanding  and  entitled  to vote at the  Company's
Special Meeting. There was no other class of voting securities outstanding as of
the Record Date.

         Each  share  of  Common  Stock  held  by a  Shareholder  entitled  such
Shareholder to one vote on each matter that is noted upon at the Special Meeting
of any adjournments thereof. The presence, in person or by proxy, of the holders
of 33% of the  outstanding  shares of Common Stock is necessary to  constitute a
quorum of the Special Meeting Assuming the a quorum is present,  the affirmative
vote of the holders of a majority of the shares of Common  stock  present at the
Annual  Meeting in person or by proxy will be required to adopt the Amendment to
the Company's  Articles of Incorporation to increase the authorized capital from
50,000,000 shares of Common stock to 300,000,000 shares of Common Stock.

         Abstentions and broker  "non-votes" will be counted toward  determining
the presence of a quorum for the transaction of business,  however,  abstentions
will  have the  effect  of a  negative  vote on the  proposal  being  submitted.
Abstentions may be specified on such proposal.  A broker "non-vote" will have no
effect on the outcome of any of the proposals.

         Shares of Common  Stock cannot be voted at the Special  Meeting  unless
the holder of record is present in person or by proxy. A Shareholder may appoint
a person to represent  him/her at the Special Meeting by completing the enclosed
Form of Proxy, which authorizes a person other than the holder or record to vote
on behalf of the Shareholder,  and returning it to the Company's transfer agent,
X-Clearing Corporation,  535 Sixteenth Street, Suite 810, Denver, Colorado 80202
(facsimile 303.573.1088). All Shareholders are urged to complete, sign, date and
promptly  return the proxy by mail in the enclosed  postage-paid  envelope or by
fax after reviewing the  information  contained in this Proxy  Statement.  Valid
proxies  will  be  voted  at the  Special  Meeting  and at any  adjournments  or
postponements  thereof  as you  direct  in the  proxy,  provided  that  they are
received  by the  Company's  transfer  agent  at  least  24  hours  prior to the
scheduled time of the Special Meeting, or any adjournment  thereof, or deposited
with the Chair of the Special  Meeting on the day of the Special  Meeting or any
adjournment thereof prior to the time of voting.

         If the  accompanying  proxy is  properly  signed  and  returned  to the
Company and not revoked,  it will be voted in accordance  with the  instructions
contained  therein.   Unless  contrary   instructions  are  given,  the  persons
designated  as proxy  holders  in the  accompanying  Proxy  will vote  "FOR" the
approval of the Amendment to the Articles of  Incorporation,  and as recommended
by the  Board of  Directors  with  regard  to any  other  matters  or if no such
recommendation is given, in their own discretion.

         In order to assure  that  there is a quorum,  it may be  necessary  for
certain officers,  directors, regular employees and other representatives of the
Company to solicit Proxies by telephone or telegraph or in person. These persons
will receive no extra compensation for their services.

         The Company will bear the expense of this solicitation.  In addition to
solicitation  by use of the  mails,  certain  of  the  Company's  directors  and
officers  may solicit  the return of proxies by  telephone,  facsimile  or other
means.  Requests will also be made of brokerage houses and custodians,  nominees
or  fiduciaries  to  forward  proxy  material  at the  Company's  expense to the
beneficial  owners  of stock  held of  record  by such  persons.  The  Company's
directors and officers will assist in the tabulation of proxies and the counting
of votes at the Special Meeting of Shareholders.  All of a Shareholder's  shares
of Common Stock registered in the same name will be represented by one proxy.

            INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

         As of the date of this Proxy Statement, there are no persons identified
by  management  of the  Company  who have an interest in the matters to be acted
upon nor who are in opposition to the matters to be acted upon.

         As of the date of this Proxy  Statement,  there are no persons who have
been a director or officer of the Company since the beginning of the last fiscal
year,  or are  currently a director or officer of the  Company,  that oppose any
action to be taken by the Company.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets  forth  information  as of the  Record  Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's  outstanding  Common Stock;  (ii) each of the Company's
executive  officers,  directors  and key  employees;  and  (iii)  all  executive
officers and  directors  as a group.  Common  Stock not  outstanding  but deemed
beneficially  owned by virtue of the right of an  individual  to acquire  shares
within 60 days is treated as outstanding  only when  determining  the amount and
percentage  of Common  Stock  owned by such  individual.  Except as noted,  each
person or entity has sole voting and sole  investment  power with respect to the
shares shown.

                                               SHARES BENEFICIALLY OWNED
NAME AND ADDRESS                       AMOUNT AND NATURE OF          PERCENT OF
OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP           OWNERSHIP
________________________________________________________________________________

                                                     (1)(2)
Ronald L. Handford                          1,466,000                   7.67%
3432 West 13th Avenue
Vancouver, British Columbia
Canada V5Y 1W1

                                                     (1)(3)
Dr. Wilfred Jefferies                       4,770,465                  24.21%
442668 B.C. Ltd.
12596 23rd Avenue
Surrey, British Columbia
Canada V4A 2C2

                                                     (1)(4)
James D. Davidson                           1,441,666                   7.32%
321 S. St. Asaph Street
Alexandria, Virginia 22314

                                                     (5)
Dr. Karl Hellstrom                             75,000                   0.38%
720 Broadway
Seattle, Washington 98122

                                                     (6)
Grant Atkins                                  250,000                   1.27%
435 Martin Street, Suite 2000
Blaine, Washington 98230

                                                     (7)
Norman J.R. MacKinnon                          25,000                   0.13%
628 - 470 Granville Street
Vancouver, British Columbia
Canada V6C 1V5

                                                     (8)
Dr. Terry Pearson                             100,000                   0.51%
265 Coldecotte Road
Victoria, British Columbia
Canada V9E 2E3

                                                     (9)
All current officers                        7,186,465                  36.47%
 and directors as a group
 (6 persons)
________________________________________________________________________________
(1)
   These are restricted shares of common stock.

(2)
   Mr. Ronald Handford is the  President/Chief  Executive Officer and a director
of the Company. This figure includes: (a) 808,000 shares of Common Stock held of
record by Mr.  Handford;  (b) 100,000  shares of Common  Stock held of record by
Handford Management Inc. over which Mr. Handford has sole voting and disposition
rights;  (c) an  assumption  of the exercise by Mr.  Handford of an aggregate of
8,000  warrants  into 8,000 shares of Common  Stock at $0.75 per share  expiring
December  1, 2005;  (d) an  assumption  of the  exercise  by Mr.  Handford of an
aggregate of 350,000 Stock Options to acquire  350,000 shares of Common Stock at
$1.00 per share;  and (e) an  assumption  of the exercise by Mr.  Handford of an
aggregate of 200,000 Stock Options to acquire  200,000 shares of Common Stock at
$0.50 per share.
(3)
   Dr. Wilfred  Jefferies is the Chief  Scientist  Officer and a director of the
Company.  This figure  includes:  (a)  2,770,465  shares of Common Stock held of
record by  442668  B.C.  Ltd.  over  which Dr.  Jefferies  has sole  voting  and
disposition  rights;  (b) an assumption  of the exercise by Dr.  Jefferies of an
aggregate of 500,000 Stock Options to acquire  500,000 shares of Common Stock at
$1.00 per share ; and (c) an assumption  of the exercise by Dr.  Jefferies of an
aggregate of 1,500,000 Stock Options to acquire 1,500,000 shares of Common Stock
at $0.50 per share .
(4)
  Mr. James  Davidson is the  beneficial  owner of 7.32% of the Company's  total
issued and outstanding shares of Common Stock. This figure includes: (a) 788,333
shares of Common  Stock  held of record by Mr.  Davidson;  (b) an  aggregate  of
500,000  shares of Common  Stock  held of  record  by Mr.  Davidson's  two minor
children,  respectively, over which Mr. Davidson has sole voting and disposition
rights;  (c) an  assumption  of the exercise by Mr.  Davidson of an aggregate of
13,333  warrants  exercisable  into 13,333 shares of Common Stock at the rate of
$0.75 per share  expiring on May 1, 2006;  (d) an  assumption of the exercise by
Mr. Davidson of an aggregate of 15,000 warrants exercisable by Mr. Davidson into
15,000 shares of Common Stock at the rate of $1.00 per share  expiring  December
1, 2005;  and (e) an assumption of the exercise by Mr.  Davidson of an aggregate
of 125,000 Stock Options to acquire  125,000 shares of Common Stock at $1.00 per
share.
(5)
  Dr. Karl Hellstrom is a director of the Company. This figure includes:  (a) an
assumption  of the  exercise by Dr.  Hellstrom  of an  aggregate of 75,000 Stock
Options  to  acquire  75,000  shares of  Common  Stock at $1.00 per share of the
original  grant of 100,000  Stock Options (as of December 31, 2003, an aggregate
of 75,000 Stock Options have vested and the remaining  25,000 Stock Options will
vest over the next  twelve  months).  As of December  16,  2003,  an  additional
200,000  Stock  Options to acquire  200,000  shares of Common Stock at $1.00 per
share  were  granted  to  Dr.  Hellstrom,  of  which  none  have  vested  or are
exercisable  at the current  date.  The 200,000 Stock Options will vest over the
next twelve months.
(6)
  Mr. Grant Atkins is a  director of the  Company.  This  figure  represents  an
assumption  of the  exercise  by Mr.  Atkins of an  aggregate  of 250,000  Stock
Options to acquire  250,000  shares of Common Stock at $0.50 per share.
(7)
  Mr. Norman MacKinnon is a director of the Company. This figure  represents  an
assumption  of the  exercise by Mr.  MacKinnon  of an  aggregate of 25,000 Stock
Options to acquire 25,000 shares of Common Stock at $1.00 per share.
(8)
  Dr. Terry  Pearson  is  a  director  of the Company. This figure represents an
assumption  of the  exercise by Dr.  Pearson of an  aggregate  of 100,000  Stock
Options to
acquire 100,000 shares of Common Stock at $1.00 per share.

(9)
  This figure includes: (i) 3,678,465 shares of Common Stock held of record; (b)
the assumption of the exercise of 1,950,000  Stock Options to acquire  1,950,000
shares of Common Stock at $0.50 per share; (c) the assumption of the exercise of
1,050,000 Stock Options to acquire 1,050,000 shares of Common Stock at $1.00 per
share; and (d) the assumption of the exercise of 8,000 Warrants to acquire 8,000
shares of Common Stock at $0.75 per share.

         As of the date of this Proxy  Statement,  the Company is unaware of any
arrangements, the operation of which may at a subsequent date result in a change
of corporate control.

                                   PROPOSAL 1
     AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL

Description of Securities

         Common Stock

         As of the date of this Proxy  Statement,  the Company is  authorized to
issue 50,000,000  shares of Common Stock,  $0.001 par value, of which 19,703,748
were  Issued  and  outstanding  at March 1, 2004.  Holders  of Common  Stock are
entitled  to  dividends,  pro rata,  when,  as and if  declared  by the Board of
Directors out of funds available therefor.  Holders of Common Stock are entitled
to cast one  vote  for  each  share  held at all  stockholder  meetings  for all
purposes,  including the election of directors. The holders of 33% of the Common
Stock  issued and  outstanding  and  entitled  to vote,  present in person or by
proxy,  constitute  a quorum at all  meetings of  stockholders.  The vote of the
holders of a majority of Common Stock  present at such a meeting will decide any
question  brought  before such meeting.  Upon  liquidation or  dissolution,  the
holder of each  outstanding  share of Common  Stock  will be  entitled  to share
equally in the assets of the Company legally  available for distribution to such
stockholder  after payment of all  liabilities.  Holders of Common Stock are not
granted any preemptive, subscription,  redemption rights or registration rights.
All outstanding shares of Common Stock are fully paid and nonassessable.

         Preferred Stock

         As of the date of this Proxy  Statement,  the Company is  authorized to
issue 5,000,000 shares of Preferred Stock,  $0.001 par value, of which no shares
are currently  outstanding.  Holders of Preferred  Stock are not entitled to any
voting rights.

Board of Director Approval and Authorization

         Effective  December  31,  2003,  the Board of  Directors of the Company
unanimously  approved  the  increase of  authorized  shares of Common Stock from
50,000,000  to  300,000,000  shares.  The  Company  will,  if  approved  by  the
Shareholders of the Company, file Articles of Amendment to amend the Articles of
Incorporation increasing the authorized shares of Common Stock of the Company.

         The Board of Directors  approved the increase in the authorized  number
of shares of  Common  Stock to enable  the  Company  to honor  exercises  of all
currently  existing  Stock  Options or other rights to acquire  shares of Common
Stock and to make available additional shares for issuance for general corporate
purposes,  including  financing  activities,  without the requirement of further
action by the  Shareholders  of the Company.  The Board of Directors  considered
potential  uses of  additional  authorized  shares  of Common  Stock,  which may
include  seeking  of  additional  equity  financing  through  public or  private
offerings,  establishing  additional  employee or director  equity  compensation
plans or arrangements,  or for other general corporate purposes.  Increasing the
authorized  number of shares of the Common Stock of the Company will provide the
Company with greater  flexibility and allow the issuance of additional shares of
Common Stock in most cases without the expense of delay of seeking approval from
the Shareholders.  The Company is at all times investigating  additional sources
of financing which the Board of Directors believes will be in the Company's best
interests  and in the best  interests of the  Shareholders  of the Company.  The
shares  of  Common  Stock  do not  carry  any  pre-emptive  rights  to  purchase
additional   shares.   The  adoption  of  the   Amendment  to  the  Articles  of
Incorporation  will not of itself  cause any  changes in the  Company's  capital
accounts.

Purpose of the Amendment to the Articles of Incorporation

         Under the Company's  Articles of  Incorporation as presently in effect,
the Company has 50,000,000  shares of authorized Common Stock. As of the mailing
date of this Proxy  Statement,  19,703,748  shares of the Company's Common Stock
were issued and outstanding. There are approximately 6,493,191 Stock Options and
warrants  outstanding  that are exercisable for an aggregate of 6,493,191 shares
of Common Stock for which shares have not been reserved.  The immediate  purpose
of the  Amendment to increase the shares of  authorized  Common Stock is to make
available a  sufficient  number of shares of Common  Stock to permit the Company
further latitude to negotiate and arrange larger scale funding initiatives under
consideration.

         The Company may also in the future enter into strategic  joint ventures
or  other  collaborative   business   arrangements  with  licensees,   supplies,
distributors  and other  parties  with whom the  Company may do  business.  Such
transactions may involve an equity  investment in the Company or the issuance of
Stock Options,  warrants or other securities  convertible into or exercisable or
exchangeable  for shares of Common Stock.  The Company may undertake  additional
equity financing  through a public offering or private placement of Common Stock

or other securities, including debt securities,  convertible into or exercisable
or  exchangeable  for shares of Common Stock.  The  authorization  of additional
shares of Common Stock pursuant to the Amendment will permit the Company to seek
such additional  equity financing when an if market  conditions are advantageous
without  the  delay and  uncertain  inherent  in  obtaining  future  shareholder
approval for the  authorization of additional shares of Common Stock in order to
permit such financing. For example, the cost, prior notice requirement and delay
involved in obtaining  shareholder  approval at the time that a transaction  may
become   desirable   could  make  it  difficult  or  impossible  to  effect  the
transaction.  The  additional  shares  of  Common  Stock,  together  with  other
authorized  and  unissued  shares,  generally  would be  available  for issuance
without any requirement for further  Shareholder  approval,  unless  Shareholder
action is required by  applicable  law or by the rules of the stock  exchange on
which the Company's securities may then be listed.

Effect of Amendment to Articles of Incorporation

         The increase in the authorized shares of Common Stock will not have any
immediate effect on the rights of existing  Shareholders.  However, the Board of
Directors  will have the  authority to issue  authorized  shares of Common Stock
without requiring future approval from the Shareholder of such issuances, except
as may be required by applicable law or exchange regulations. To the extent that
additional authorized shares of Common Stock are issued in the future, they will
decrease the existing  Shareholders'  percentage equity ownership and, depending
upon the  price at which  such  shares  of Common  Stock  are  issued,  could be
dilutive to the existing Shareholders. Any such issuance of additional shares of
Common  Stock could have the effect of diluting  the earnings per share and book
value per share of outstanding shares of Common Stock.

         One of the effects of the  Amendment,  if adopted,  however,  may be to
enable the Board of Directors to render it more  difficult to or  discourage  an
attempt to obtain  control of the  Company by means of a merger,  tender  offer,
proxy  contest or  otherwise,  and  thereby  protect the  continuity  of present
management.  The Board of Directors would,  unless prohibited by applicable law,
have  additional  shares  of  Common  Stock  available  to  effect  transactions
(including private placements) in which the number of the Company's  outstanding
shares would be  increased  and would  thereby  dilute the interest of any party
attempting  to  gain  control  of  the  Company.  Such  action,  however,  could
discourage an acquisition of the Company which the  Shareholders  of the Company
might view as desirable.  In addition,  since the Company's Shareholders have no
preemptive  rights to purchase  additional  shares of Common Stock  issued,  the
issuance of such shares could dilute the  interests of current  Shareholders  of
the Company.

         The  proposed  Articles of  Amendment  to  Articles  of  Incorporation,
attached  hereto as Appendix A, will become  effective  when they are filed with
the Nevada  Secretary of State.  The Company  anticipates  that such filing will
occur after the increase in authorized capital is approved by the Shareholders.

                                 OTHER MATTERS

         Except for the  above-noted  matter,  the Board of  Directors  does not
intend to bring any other matters  before the Special  Meeting and does not know
of any matters which will be brought before the Special Meeting by others.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  THEREFORE,  SHAREHODLERS ARE
URGED TO VOTE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.

          DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

         Only one copy of this proxy  statement  will be  delivered  to multiple
shareholders  sharing an address unless we have received  contrary  instructions
from one or more of the Shareholders.

         Upon written or oral  request,  we will deliver a separate copy of this
proxy  statement to a Shareholder  at a shared address to which a single copy of
this  proxy  statement  was  delivered  and  provide  instructions  as to  how a
Shareholder can notify us that they wish to receive a separate copy of our proxy
statement.

         Should any  Shareholder  wish to receive a separate proxy  statement or
should Shareholders  sharing an address wish to receive a single proxy statement
in the future, please contact our President,  Ronald L. Handford at 2004 at 1681
Chestnut  Street,  Suite  400,  Vancouver,  British  Columbia,  Canada  V6J  4M6
(telephone no. 604.331.0400).

                             SHAREHOLDER PROPOSALS

         If any  shareholder  of the Company  intends to present a proposal  for
consideration  at the Special Meeting of  Shareholders  and desires to have such
proposal  included in the Proxy  Statement and form of proxy  distributed by the
Board of Directors with respect to such meeting,  such proposal must be received
at the Company's offices,  2004 at 1681 Chestnut Street,  Suite 400,  Vancouver,
British Columbia, Canada V6J 4M6, Attn: President, no later than March 25, 2004.

         YOUR VOTE IS IMPORTANT.  ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN
AND RETURN THE ACCOMPANYING  FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE
SPECIAL MEETING. IF YOU PLAN TO ATTEND THE SPECIAL MEETING TO VOTE IN PERSON AND
YOUR  SHARES  ARE  REGISTERED  WITH THE  COMPANY'S  TRANSFER  AGENT  (X-CLEARING
CORPORATION)  IN THE NAME OF A BROKER OR BANK,  YOU MUST SECURE A PROXY FROM THE
BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR COMMON SHARES.

                                         By Order of the Board of Directors

                                         __________________________________
                                         Ronald L. Handford, President and
                                         Chief Executive Officer

                                         Dated: March 5, 2004

                                   APPENDIX A

                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                                  GENEMAX CORP.

         Pursuant  to the  provisions  of NRS 78.385 and 78.390  Nevada  Revised
Statutes,  GeneMax Corp., a Nevada  corporation (the  "Corporation")  adopts the
following articles of amendment to its articles of incorporation:

         1. The Articles have been amended as follows  (provide  article numbers
            if available):

            "ARTICLE IV. The  aggregate  number of shares which the  Corporation
            shall have authority to issue is 305,000,000  shares.  Three Hundred
            Million  (300,000,000) shares shall be designated "Common Stock" and
            shall have a par value of $0.001, all of which Common Stock shall be
            of the  same  class  common  and  shall  have the  same  rights  and
            preferences.  Five Million  (5,000,000)  shares shall be  designated
            "Preferred  Stock", and shall have a par value of $0.001. Fully paid
            stock of the Corporation  shall not be liable to any further call or
            assessment.  The  Corporation may issue the shares of stock for such
            consideration  as  may be  fixed  by  resolution  by  the  board  of
            directors."

         2. The number of shares  of  the Corporation issued and outstanding and
            entititled to vote on an amendment to  the Articles of Incorporation
            is 19,703,748  shares of  common stock,  par value $0.001;  that the
            said change(s) and amendment have  been consented to and approved by
            a majority vote of the stockholders  holding at least a  majority of
            each class of stock outstanding and entitled to vote thereon.

         3. Signatures

            GENEMAX CORP.

            By:_____________________________
               Ronald Hanford, President and
               Chief Executive Officer

            This instrument was acknowledged before me on ____________,  2004 by
            Ronald  Handford,  known or proved to be the  person  executing  the
            above instrument.

            _________________________________
            Notary Public

                                  GENEMAX CORP.
                          1681 Chestnut Street, Suite 400
                          Vancouver, British Columbia
                                 Canada V6J 4M6

                                      PROXY

                     FOR THE SPECIAL MEETING OF SHAREHOLDERS
                            TO BE HELD MARCH 31, 2004

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned shareholder of GeneMax Corp., a Nevada corporation (The
"Company"),   acknowledges   receipt  of  the  Notice  of  Special   Meeting  of
Shareholders and Proxy Statement dated March 5, 2004, and hereby appoints Ronald
Handford  or failing him Grant  Atkins and either of them as Proxies,  each with
the power to appoint his  substitute,  and  authorized  them to represent and to
vote,  as  designated  below,  all of the  shares of  common  stock of which the
undersigned  is entitled to vote at the Special  Meeting of  Shareholders  to be
held on March 31,  2004 at 2:00  p.m.  (Pacific  Standard  Time) at 2004 at 1681
Chestnut Street, Suite 400, Vancouver,  British Columbia, Canada V6J 4M6 and any
adjournments thereof, on the matters set forth below:

                                                  For     Against     Abstain

         1. To approve the amendment to           [ ]       [ ]         [ ]
            the Articles of Incorporation
            increasing the authorized capital
            from 50,000,000 shares of common
            stock to 300,000,000 shares of
            common stock.

         2. To act upon such other matters
            as may come before the Special
            Meeting or any adjounments thereof.

         This proxy will be voted as directed or, if no direction is  indicated,
this proxy will be voted for every item listed above. In their  discretion,  the
Proxies are  authorized  to vote upon such other  business as may properly  come
before the Special Meeting of Shareholders.

         Dated: __________________, 2004

                                    SIGNATURE

                        Signature if shares held jointly

         This proxy should be signed by the  shareholder  exactly as his/her/its
name appears hereon. When shares are held jointly, both owners should sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such.  If a  corporation,  please sign in full  corporate  name by
president  or  other  authorized  officer.  If a  partnership,  please  sign  in
partnership name by authorized person.

Please  mark,  sign,  date and return  proxy card  promptly  using the  enclosed
envelope.

Signature(s):

___________________________________

___________________________________